EXHIBIT 10.5
SUBSIDIARY GUARANTEE
GUARANTEE, dated as of January 30, 1998, made by National Mortgage
Sales Corporation, a Colorado corporation (the "Guarantor"), a subsidiary of
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National Mortgage Corporation ("NMC" or the "Borrower") (formerly Mortgage
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Servicing Acquisition Corporation) in favor of Greenwich Capital Financial
Products, Inc. ("GCFP"), a Delaware corporation, Greenwich Capital Markets, Inc.
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("GCM"), a Delaware corporation, and ContiTrade Services, L.L.C. ("CTS"), a
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Delaware limited liability company (each one, a "Lender" and, collectively, the
"Lenders") parties to the various Financing Agreements as referred to below.
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RECITALS
Reference is hereby made to the following agreement:
(i) The Amended and Restated Loan and Security Agreement, dated as
of June 30, 1997 (as amended, supplemented or otherwise modified from time
to time, the "Warehouse Agreement"), by and among the Borrower and GCFP,
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(in such capacity, the "Warehouse Lender");
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(ii) The Amended and Restated Custodial Agreement, dated as of June
30 1997 (as amended, supplemented or otherwise modified from time to time,
the "Custodial Agreement"), by and among the Borrower, Chase Bank of Texas,
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N.A. (formerly Texas Commerce Bank National Association), as custodian for
the Lender pursuant to the Warehouse Agreement (in such capacity, the
"Custodian"), and GCFP (in such capacity, the "Warehouse Lender");
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(iii) The Residual and Working Capital Financing Agreement, dated as
of June 30, 1997 (as amended, supplemented or otherwise modified from time
to time, the "Residual Agreement") by and among the Borrower, CTS, as the
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agent and a lender, (in such capacity, a "Residual Lender") and GCM (in
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such capacity, a "Residual Lender") (collectively, the "Residual Lenders");
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(iv) The Subordinated Debt Agreement, dated as of June 30, 1997 (as
amended, supplemented or otherwise modified from time to time, the
"Subordinated Debt Agreement") by and between the Borrower and CTS (in such
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capacity, the "Subordinated Debt Lender");
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(vi) The Intercreditor and Subordination Agreement, dated as of June
30, 1997 (as amended, supplemented or otherwise modified from time to time,
the "Intercreditor Agreement) among the Borrower, CTS, as a lender, and
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GCM, as a lender, (together with GCFP, the "Lenders").
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The Borrower and the Warehouse Lender are parties to the Warehouse
Agreement, pursuant to which the Borrower has obtained financing from the
Warehouse Lender
to provide interim funding for the origination and acquisition of certain
Mortgage Loans (as defined therein), which Mortgage Loans secure Advances (as so
defined).
The Borrower has created a non-REIT subsidiary, National Mortgage
Sales Corporation, a Colorado corporation, ("NMSC"), ninety-five percent of the
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common stock of which is owned by the Borrower and which has entered into the
Mortgage Loan Flow Contribution and Subservicing Agreement (the "Contribution
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Agreement"), dated as of January 30, 1998, between the Borrower and NMSC,
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pursuant to which the Borrower shall make a capital contribution of certain of
the Mortgage Loans it currently holds to NMSC and shall continue to make such
capital contributions from time to time of certain of the Mortgage Loans it
hereafter acquires, through origination or otherwise.
It is the intent of the Borrower and the Warehouse Lender that the
Mortgage Loans remain subject to a security interest in favor of the Warehouse
Lender and continue to be used in the calculation of the Borrowing Base (as
defined in the Warehouse Agreement), and that such Mortgage Loans constitute
Primary Warehouse Loan Collateral (as defined in the Intercreditor Agreement)
notwithstanding the transfer of such Mortgage Loans to NMSC. Further, the
Lenders agree that any recovery under this Guarantee that is not deemed Primary
Warehouse Loan Collateral shall be distributed as Primary Residual Loan
Collateral, according to the Intercreditor Agreement, and each Lender shall have
the right to demand contribution from the other Lenders to the extent permitted
under the Intercreditor Agreement.
To induce the several Lenders to amend the Intercreditor Agreement,
and to induce the Warehouse Lender to amend the Warehouse Agreement and the
Custodial Agreement, (i) the Guarantor shall execute a Security Agreement
whereby it pledges all of its interests in all Mortgage Loans to the Warehouse
Lender, (ii) the Guarantor shall this Guarantee whereby it guarantees the
borrowings of the Borrower under the Financing Agreements and (iii) the Pledgors
(as defined in the Pledge Agreement) shall execute the Pledge Agreement whereby
they pledge all of their respective interests in the stock of the Borrower.
NOW, THEREFORE, in consideration of the premises and to guarantee the
obligations of the Borrower granted pursuant to the Financing Agreements, the
Guarantor hereby agrees with the Warehouse Lender, for the ratable benefit of
the Lenders, as follows:
1. DEFINED TERMS. (a) Unless otherwise defined herein, terms
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defined in the Warehouse Agreement and used herein shall have the meanings given
to them in the Warehouse Agreement.
(b) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Guarantee shall refer to this Guarantee as a whole and
not to any particular provision of this Guarantee, and section and paragraph
references are to this Guarantee unless otherwise specified.
(c) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.
(d) The following terms shall have the following meanings:
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"`Notes' shall mean the Notes as defined in the Warehouse Agreement,
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the Secured Notes as defined in the Residual Agreement and the Secured Notes as
defined in the Subordinated Debt Agreement (each one, a "Note").
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`Obligations' shall mean the following obligations now existing or
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hereafter acquired:
(i) the Secured Obligations as defined in the Warehouse Agreement;
(ii) the repayment of principal and interest on any Residual Advance
(as defined in the Residual Agreement) and all other amounts owing to the
Lenders pursuant to the Residual Agreement with respect to Residual
Advances;
(iii) the repayment of principal and interest on any Working Capital
Advance (as defined in the Residual Agreement) and all other amounts owing
to the Lenders pursuant to the Residual Agreement with respect to Working
Capital Advances; and
(iv) the repayment of principal and interest on any amounts
outstanding under the Subordinated Debt Agreement and all other amounts
owing to the lender of Subordinated Debt Agreement pursuant to the
Subordinated Debt Agreement.
2. GUARANTEE. (a) Subject to the provisions of Section 2(b), the
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Guarantor hereby, absolutely, unconditionally and irrevocably, guarantees to the
Lenders, for the ratable benefit of such Lenders and their respective
successors, indorsees, transferees and assigns, the prompt and complete payment
and performance by the Borrower when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations. This is a guaranty of payment
and not of collection.
(b) Anything herein or in any other Guarantor Document to the contrary
notwithstanding, the maximum liability of the Guarantor hereunder and under the
other Guarantor Documents shall in no event exceed the amount which can be
guaranteed by the Guarantor under applicable federal and state laws relating to
the insolvency of debtors.
(c) The Guarantor further agrees to pay on demand any and all expenses
(including, without limitation, all fees and disbursements of counsel) which may
be paid or incurred by any Lender in enforcing any rights with respect to, or
collecting, any or all of the Obligations and/or enforcing any rights with
respect to, or collecting against, the Guarantor under this Guarantee. This
Guarantee shall remain in full force and effect until the Obligations are paid
in full, notwithstanding that from time to time prior thereto the Borrower may
be free from any Obligations.
(d) The Guarantor agrees that the Obligations may at any time and from
time to time exceed the amount of the liability of the Guarantor hereunder
without impairing this Guarantee or affecting the rights and remedies of any
Lender hereunder.
(e) No payment or payments made by the Borrower, the Guarantor or any
other Person or received or collected by any Lender from the Borrower, the
Guarantor, or any
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other Person by virtue of any action or proceeding or any set-off or
appropriation or application at any time or from time to time in reduction of or
in payment of the Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of the Guarantor hereunder which shall,
notwithstanding any such payment or payments other than payments made by the
Guarantor in respect of the Obligations or payments received or collected from
the Guarantor in respect of the Obligations, remain liable for the Obligations
up to the maximum liability of the Guarantor hereunder until the Obligations are
paid in full.
(f) The Guarantor agrees that whenever, at any time, or from time to
time, it shall make any payment to any Lender on account of its liability
hereunder, it will notify the Lenders in writing that such payment is made under
this Guarantee for such purpose.
3. RIGHT OF SET-OFF. Upon the occurrence of any Event of Default,
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the Guarantor hereby irrevocably authorizes each Lender at any time and from
time to time without notice to the Guarantor, any such notice being expressly
waived by the Guarantor, to set-off and appropriate and apply any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender to or for the credit or the
account of the Guarantor, or any part thereof in such amounts as such Lender may
elect, against and on account of the obligations and liabilities of the
Guarantor to such Lender hereunder and claims of every nature and description of
such Lender against the Guarantor, in any currency, whether arising hereunder,
under any Financing Agreement, any Note, any Secured Note, any Guarantor
Document or otherwise, as such Lender may elect, whether or not any Lender has
made any demand for payment and although such obligations, liabilities and
claims may be contingent or unmatured. Each Lender shall notify the Guarantor
promptly of any such set-off and the application made by such Lender , provided
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that the failure to give such notice shall not affect the validity of such set-
off and application. The rights of each Lender under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) which such Lender may have and are subject to Section 5 of
the Intercreditor Agreement.
4. NO SUBROGATION. Notwithstanding any payment or payments made by
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the Guarantor hereunder or any set-off or application of funds of the Guarantor
by any Lender, the Guarantor shall not be entitled to be subrogated to any of
the rights of any Lender against the Borrower or the Guarantor or any collateral
security or guarantee or right of offset held by any Lender for the payment of
the Obligations, nor shall the Guarantor seek or be entitled to seek any
contribution or reimbursement from the Borrower in respect of payments made by
the Guarantor hereunder, until all amounts owing to the Lenders by the Borrower
on account of the Obligations are paid in full. If any amount shall be paid to
the Guarantor on account of such subrogation rights at any time when all of the
Obligations shall not have been paid in full, such amount shall be held by the
Guarantor in trust for the Lenders, segregated from other funds of the
Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to
the Lenders in the exact form received by the Guarantor (duly indorsed by the
Guarantor to the Lenders, if required), to be applied against the Obligations,
whether matured or unmatured, in such order as the Lenders may determine.
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5. AMENDMENTS, ETC. WITH RESPECT TO THE OBLIGATIONS; WAIVER OF
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RIGHTS. The Guarantor shall remain obligated hereunder notwithstanding that,
without any reservation of rights against the Guarantor and without notice to or
further assent by the Guarantor, any demand for payment of any of the
Obligations made by any Lender may be rescinded by such party and any of the
Obligations continued, and the Obligations, or the liability of any other party
upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by any Lender, and the respective Financing Agreement,
the other Guarantor Documents and any other documents executed and delivered in
connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, as the Lenders may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by any Lender
for the payment of the Obligations may be sold, exchanged, waived, surrendered
or released. No Lender shall have any obligation to protect, secure, perfect or
insure any Lien at any time held by it as security for the Obligations or for
this Guarantee or any property subject thereto. When making any demand
hereunder against the Guarantor, any Lender may, but shall be under no
obligation to, make a similar demand on the Borrower, the Guarantor or any other
guarantor, and any failure by any Lender to make any such demand or to collect
any payments from the Borrower, the Guarantor or guarantor or any release of the
Borrower, the Guarantor or guarantor shall not relieve the Guarantor in respect
of which a demand or collection is not made or the Guarantor not so released of
their several obligations or liabilities hereunder, and shall not impair or
affect the rights and remedies, express or implied, or as a matter of law, of
any Lender against the Guarantor. For the purposes hereof "demand" shall
include the commencement and continuance of any legal proceedings.
6. GUARANTEE ABSOLUTE AND UNCONDITIONAL. The Guarantor waives any
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and all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by any Lender upon this Guarantee
or acceptance of this Guarantee, the Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred, or renewed,
extended, amended or waived, in reliance upon this Guarantee; and all dealings
between the Borrower and the Guarantor, on the one hand, and among the Lenders,
on the other hand, likewise shall be conclusively presumed to have been had or
consummated in reliance upon this Guarantee. The Guarantor waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon the Borrower or the Guarantor with respect to the Obligations. The
Guarantor understands and agrees that this Guarantee shall be construed as a
continuing, absolute and unconditional guarantee of payment without regard to
(a) the validity, regularity or enforceability of any of the Financing
Agreements, any Note or any other Guarantor Document, any of the Obligations or
any other collateral security therefor or guarantee or right of offset with
respect thereto at any time or from time to time held by any Lender, (b) any
defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by the
Borrower against any Lender, or (c) any other circumstance whatsoever (with or
without notice to or knowledge of the Borrower or the Guarantor) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of the Borrower for the Obligations, or of the Guarantor under this
Guarantee, in bankruptcy or in any other instance. When pursuing its rights and
remedies hereunder against the Guarantor, any Lender may, but shall be under no
obligation to, pursue such rights and
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remedies as it may have against the Borrower or any other Person or against any
collateral security or guarantee for the Obligations or any right of offset with
respect thereto, and any failure by any Lender to pursue such other rights or
remedies or to collect any payments from the Borrower or any such other Person
or to realize upon any such collateral security or guarantee or to exercise any
such right of offset, or any release of the Borrower or any such other Person or
any such collateral security, guarantee or right of offset, shall not relieve
the Guarantor of any liability hereunder, and shall not impair or affect the
rights and remedies, whether express, implied or available as a matter of law,
of the Lenders against the Guarantor. This Guarantee shall remain in full force
and effect and be binding in accordance with and to the extent of its terms upon
the Guarantor and the successors and assigns thereof, and shall inure to the
benefit of the Lenders, and their respective successors, indorsees, transferees
and assigns, until all the Obligations and the obligations of the Guarantor
under this Guarantee shall have been satisfied by payment in full,
notwithstanding that from time to time during the term of any individual
Financing Agreement the Borrower may be free from any Obligations.
7. REINSTATEMENT. This Guarantee shall continue to be effective, or
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be reinstated, as the case may be, if at any time payment, or any part thereof,
of any of the Obligations is rescinded or must otherwise be restored or returned
by any Lender upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Borrower or the Guarantor, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Borrower or the Guarantor or any substantial part of its
property, or otherwise, all as though such payments had not been made.
8. PAYMENTS. The Guarantor hereby guarantees that payments hereunder
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will be paid to the Lenders without set-off or counterclaim in U.S. Dollars at
the office of the Warehouse Lender specified in Section 11.02 of the Warehouse
Agreement. The Warehouse Lender shall distribute such payments pursuant to the
Intercreditor Agreement.
9. REPRESENTATIONS AND WARRANTIES. The Guarantor hereby represents
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and warrants that:
(a) it is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization and has the corporate power and
authority and the legal right to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is
currently engaged;
(b) it has the corporate power and authority and the legal right to
execute and deliver, and to perform its obligations under, this Guarantee and
the other Guarantor Documents to which is a party, and has taken all necessary
corporate action to authorize its execution, delivery and performance of this
Guarantee and the other Guarantor Documents to which is a party;
(c) this Guarantee and each of the other Guarantor Documents to which
the Guarantor is a party has been duly executed and delivered on behalf of the
Guarantor, and constitutes a legal, valid and binding obligation of the
Guarantor enforceable in accordance with its terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization,
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moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered on a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing;
(d) the execution, delivery and performance of this Guarantee and the
other Guarantor Documents to which the Guarantor is a party will not violate any
provision of any Requirement of Law or Contractual Obligation of the Guarantor
and will not result in or require the creation or imposition of any Lien on any
of the properties or revenues of the Guarantor pursuant to any Requirement of
Law or Contractual Obligation of the Guarantor (other than Liens created by the
Guarantor Documents in favor of the Lenders);
(e) no consent or authorization of, filing with, notice to, or other
act by or in respect of, any Governmental Authority or any other Person
(including, without limitation, any stockholder or creditor of such Guarantor)
is required in connection with the execution, delivery, performance, validity or
enforceability of this Guarantee or the other Guarantor Documents to which the
Guarantor is a party, except any such consent that has been obtained;
The Guarantor agrees that the foregoing representations and warranties shall be
deemed to have been made by the Guarantor on the date of each borrowing by the
Borrower under the Financing Agreements on and as of such date of borrowing as
though made hereunder on and as of such date.
10. COVENANTS. The Guarantor hereby covenants and agrees with the
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Lenders that, from and after the date of this Guarantee until the Obligations
are paid in full:
(a) Changes in Locations, Name, etc. The Guarantor shall not (i)
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change the location of its chief executive office/chief place of business from
that specified in Section 12 of the Security Agreement or (ii) change its name,
identity or corporate structure (or the equivalent) or change the location where
it maintains its records with respect to the Collateral unless it shall have
given the Warehouse Lender at least 30 days prior written notice thereof and
shall have delivered to the Warehouse Lender all Uniform Commercial Code
financing statements and amendments thereto as the Warehouse Lender shall
request and taken all other actions deemed necessary by the Warehouse Lender to
continue its perfected status in the Collateral with the same or better
priority.
(b) Other Information. The Guarantor shall furnish to the Warehouse
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Lender, as soon as available, copies of any and all proxy statements, financial
statements and reports which the Guarantor sends to its stockholders, and copies
of all regular, periodic and special reports, and all registration statements
filed with the Securities and Exchange Commission, any Governmental Authority
which supervises the issuance of securities by the Guarantor.
11. AUTHORITY OF THE LENDERS. The Guarantor acknowledges that the
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rights and responsibilities of the Lenders under this Guarantee with respect to
any action taken by the Lenders or the exercise or non-exercise by the Lenders
of any option, right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Guarantee shall, as among the
Lenders, be governed by the Intercreditor Agreement and by such other agreements
with respect thereto as may exist from time to time among them, but, as between
any Lender and
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the Guarantor, such Lender shall be conclusively presumed to be acting as agent
for the Lenders with full and valid authority so to act or refrain from acting,
and the Guarantor shall be under no obligation, or entitlement, to make any
inquiry respecting such authority.
12. NOTICES. All notices, requests and demands to or upon any Lender
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or the Guarantor to be effective shall be in writing (or by telex, fax or
similar electronic transfer confirmed in writing) and shall be deemed to have
been duly given or made (1) when delivered to the intended recipient by hand or
(2) if given by mail, when received by the intended recipient, or (3) if by
telex, fax or similar electronic transfer, when sent and receipt has been
confirmed, addressed as follows:
(a) if to the Lenders, at the addresses or transmission numbers for
notices provided in Section 11.02 of the Warehouse Agreement; Section 11.01 of
the Residual Agreement; and Section 10.01 of the Subordinated Debt Agreement.
(b) if to the Guarantor, at its address or transmission number for
notices set forth under its signature below.
Each Lender and the Guarantor may change its address and transmission
numbers for notices by notice in the manner provided in this Section.
13. SEVERABILITY. Any provision of this Guarantee which is
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prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
14. INTEGRATION. This Guarantee represents the agreement of the
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Guarantor with respect to the subject matter hereof and there are no promises or
representations by any Lender relative to the subject matter hereof not
reflected herein.
15. AMENDMENTS IN WRITING; NO WAIVER; CUMULATIVE REMEDIES.
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(a) None of the terms or provisions of this Guarantee may be waived,
amended, supplemented or otherwise modified except by a written instrument
executed by the Guarantor and the Lenders, provided that any provision of this
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Guarantee may be waived by the Lenders in a letter or agreement executed by the
Lender or by telex or facsimile transmission from the Lenders.
(b) No Lender shall by any act (except by a written instrument
pursuant to Section 15(a) hereof), delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default or Event of Default or in any breach of any of the terms and conditions
hereof. No failure to exercise, nor any delay in exercising, on the part of the
any Lender, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by any Lender of any right or
remedy hereunder on any one occasion shall
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not be construed as a bar to any right or remedy which the Lenders would
otherwise have on any future occasion.
(c) The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.
16. SECTION HEADINGS. The section headings used in this Guarantee
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are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.
17. SUCCESSORS AND ASSIGNS. This Guarantee shall be binding upon the
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successors and assigns of the Guarantor and shall inure to the benefit of the
Lenders and their successors and assigns.
18. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND
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CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
19. SUBMISSION TO JURISDICTION; WAIVERS. The Guarantor hereby
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irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or
proceeding relating to this Guarantee and the other Guarantor Documents to which
it is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the courts of the State of
New York, the courts of the United States of America for the Southern District
of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in
such courts and 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 the Guarantor at
its address set forth under its signature below or at such other address of
which the Lenders shall have been notified pursuant hereto;
(d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the right
to xxx in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any right it
may have to claim or recover in any legal action or proceeding referred to in
this Section any special, exemplary, punitive or consequential damages.
20. ACKNOWLEDGMENTS. The Guarantor hereby acknowledges that:
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(a) it has been advised by counsel in the negotiation, execution and
delivery of this Guarantee and the other Guarantor Documents to which it is a
party;
(b) no Lender has any fiduciary relationship with or duty to the
Guarantor arising out of or in connection with this Guarantee or any of the
other Guarantor Documents to which it is a party, and the relationship between
the Guarantor and the Borrower, on one hand, and among the Lenders, on the other
hand, in connection herewith or therewith is solely that of debtor and creditor;
and
(c) no joint venture is created hereby or by the other Guarantor
Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Lenders or among the Guarantor, the Borrower, any other party to a
Financing Agreement and the Lenders.
21. WAIVERS OF JURY TRIAL. THE GUARANTOR HEREBY IRREVOCABLY AND
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UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS GUARANTEE OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly
executed and delivered by its duly authorized officer as of the day and year
first above written.
NATIONAL MORTGAGE SALES CORPORATION
By:_________________________________
Name:
Title:
Address for Notices:
Xxxxxxxxx Xxxxx, Xxxxx 000X
0000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
Attention: President
Fax: (000) 000-0000
With a copy to:
Xxxxxx X. Xxxxxxxxx, Esq.
Plaza Tower One, Suite 1200
0000 Xxxxx Xxxxxxx'x Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
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