Miscellaneous. (a) Assignability.
Subject to the restrictions set forth in the Repurchase Agreement, Buyer may assign
the rights under this Guaranty (in whole or in part) together with any one or more of the Transaction
Documents Documents, in accordance with the
Repurchase Agreement terms of the Transaction Documents without in any way affecting Guarantor's
or Seller's liability.
Upon request in connection with any such assignment Guarantor shall deliver such documentation as Buyer shall reasonably request. B
...uyer may from time to time designate any Person Buyer Entity to hold and exercise any or all of Buyer's rights and remedies under this Guaranty. This Guaranty shall benefit Buyer and its successors and assigns (including any Buyer Entity) and shall bind Guarantor and its heirs, executors, administrators, successors successors, and assigns. Guarantor may not assign this Guaranty in whole or in part without the prior written consent of Buyer. 15 (b) Notices. All notices, requests, requests and demands to be made under this Guaranty shall be given in writing at the address set forth in the opening paragraph of this Guaranty and shall be effective for all purposes if hand delivered or sent by (a) by: (i) hand delivery, with proof of attempted delivery, (b) (ii) certified or registered United States mail, postage prepaid, (c) (iii) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or (d) (iv) by email provided that such email notice must also be delivered by one e-mail with proof of delivery (A) to Buyer at richard.schlenger@citi.com or (B) to Guarantor at BXMTCitiRepo@blackstone.com, as applicable, and with respect to notices to Guarantor, with a copy to Ropes and Gray LLP, 1211 Avenue of the means set forth in (a), (b) or (c) above, Americas, New York, New York 10036, Attention: David C. Djaha, david.djaha@ropesgray.com, and with respect to the address set forth in Annex I attached notices to this Guaranty Buyer, with a copy to Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019, Attention: Brian Krisberg, bkrisberg@sidley.com, or at such other address and person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section 28(b). A notice 27(b). Any notice, request or demand shall be deemed to have been given: (a) (i) in the case of hand delivery, at the time of delivery, (b) (ii) in the case of registered or certified mail, when first delivered or the first attempted delivery on a Business Day, (c) business day, (iii) in the case of expedited prepaid delivery upon the first attempted delivery on a Business Day, business day, or (d) (iv) in the case of email, e-mail, upon delivery such email; provided that (i) such email notice was also delivered by one receipt of the means set forth in (a), (b) or (c) above (which may arrive after such email), and (ii) the transmitting party did not receive an electronic notice confirmation of a transmission failure. A party receiving a notice which does not comply with the technical requirements for notice under this Section 28(b) may elect to waive any deficiencies and treat the notice as having been properly given. delivery. (c) Interpretation. This Guaranty shall be enforced and interpreted according to the laws of the State, including Section 5-1401 state of the General Obligations Law, but otherwise New York, disregarding its rules on conflicts of laws. The word "include" and its variants shall be interpreted in each case as if followed by the words "without limitation." -13- 29. 28. Business Purposes. Guarantor acknowledges that this Guaranty is executed and delivered for business and commercial purposes, and not for personal, family, household, consumer, or agricultural purposes. Guarantor acknowledges that Guarantor is not entitled to, and does not require the benefits of, any rights, protections, or disclosures that would or may be required if this Guaranty were given for personal, family, household, consumer, or agricultural purposes. Guarantor acknowledges that none of Guarantor's obligation(s) under this Guaranty constitute(s) a "debt" within the meaning of the United States Fair Debt Collection Practices Act, 15 U.S.C. § 1692a(5), and accordingly compliance with the requirements of such Act is not required if Buyer (directly or acting through its counsel) makes any demand or commences any action to enforce this Guaranty.
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Miscellaneous. (a) Assignability. Buyer may assign
the rights under this Guaranty (in whole or in part) together with any one or more of the Transaction
Documents Documents, in accordance with the
Repurchase Agreement terms of the Transaction Documents without in any way affecting Guarantor's
or Seller's liability. Upon request in connection with any such assignment Guarantor shall deliver such documentation as Buyer shall reasonably
request. request (at Buyer's expense). Buyer may from time to time designate
...any Person Buyer Entity to hold and exercise any or all of Buyer's rights and remedies under this Guaranty. This Guaranty shall benefit Buyer and its successors and assigns (including any Buyer Entity) and shall bind Guarantor and its heirs, executors, administrators, successors successors, and assigns. Guarantor may not assign this Guaranty in whole or in part without the prior written consent of Buyer. (b) Notices. All notices, requests, requests and demands to be made under this Guaranty shall be given in writing at the address set forth in the opening paragraph of this Guaranty and shall be effective for all purposes if hand delivered or sent by (a) by: (i) hand delivery, with proof of attempted delivery, (b) (ii) certified or registered United States mail, postage prepaid, (c) (iii) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or (d) (iv) by email telecopier (with answerback acknowledged) provided that such email telecopied notice must also be delivered by one of the means set forth in (a), (b) (i), (ii) or (c) (iii) above, to the address set forth in Annex I attached to the opening paragraph of this Guaranty or at such other address and person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section 28(b). A notice 23(b). Any notice, request or demand shall be deemed to have been given: (a) (i) in the case of hand delivery, at the time of delivery, (b) (ii) in the case of registered or certified mail, when first delivered or the first attempted delivery on a Business Day, (c) business day, (iii) in the case of expedited prepaid delivery upon the first attempted delivery on a Business Day, business day, or (d) (iv) in the case of email, telecopier, upon delivery such email; receipt of answerback confirmation, provided that (i) such email telecopied notice was also delivered by one of the means set forth as required in (a), (b) or (c) above (which may arrive after such email), and (ii) the transmitting party did not receive an electronic notice of a transmission failure. A party receiving a notice which does not comply with the technical requirements for notice under this Section 28(b) may elect to waive any deficiencies and treat the notice as having been properly given. 23(b). (c) Interpretation. This Guaranty shall be enforced and interpreted according to the laws of the State, including Section 5-1401 state of the General Obligations Law, but otherwise New York, disregarding its rules on conflicts of laws. The word "include" and its variants shall be interpreted in each case as if followed by the words "without limitation." -13- 29. 24. Business Purposes. Guarantor acknowledges that this Guaranty is executed and delivered for business and commercial purposes, and not for personal, family, household, consumer, or agricultural purposes. Guarantor acknowledges that Guarantor is not entitled to, and does not require the benefits of, any rights, protections, or disclosures that would or may be required if this Guaranty were given for personal, family, household, consumer, or agricultural purposes. Guarantor acknowledges that none of Guarantor's obligation(s) under this Guaranty constitute(s) a "debt" within the meaning of the United States Fair Debt Collection Practices Act, 15 U.S.C. § 1692a(5), and accordingly compliance with the requirements of such Act is not required if Buyer (directly or acting through its counsel) makes any demand or commences any action to enforce this Guaranty.
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Miscellaneous. (a) Assignability. Buyer may assign
the rights under this Guaranty (in whole or in part) together with any one or more of the Transaction
Documents Documents, in accordance with
and subject to the
Repurchase Agreement terms of the Transaction Documents without in any way affecting Guarantor's
or Seller's liability. Upon request in connection with any such assignment Guarantor shall deliver such documentation
acknowledging such assignment as Buyer shall reasonably request. Buyer
17 may from time
...to time designate any Person Buyer Entity to hold and exercise any or all of Buyer's rights and remedies under this Guaranty. This Guaranty shall benefit Buyer and its successors and assigns (including any Buyer Entity) and shall bind Guarantor and its heirs, executors, administrators, successors successors, and assigns. Guarantor may not assign this Guaranty in whole or in part without the prior written consent of Buyer. (b) Notices. All notices, requests, requests and demands to be made under this Guaranty shall be given in writing at the address set forth in the opening paragraph of this Guaranty and shall be effective for all purposes if hand delivered or sent by (a) by: (i) hand delivery, with proof of attempted delivery, (b) (ii) certified or registered United States mail, postage prepaid, (c) (iii) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or (d) by email provided that such email notice must also be delivered by one (iv) e-mail with proof of the means set forth in (a), (b) or (c) above, delivery to the address set forth in Annex I attached to the opening paragraph of this Guaranty or at such other address and person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section 28(b). A notice Any notice, request or demand shall be deemed to have been given: (a) (i) in the case of hand delivery, at the time of delivery, (b) (ii) in the case of registered or certified mail, when first delivered or the first attempted delivery on a Business Day, (c) business day, (iii) in the case of expedited prepaid delivery delivery, upon the first attempted delivery on a Business Day, business day, or (d) (iv) in the case of email, e-mail, upon delivery such email; provided that (i) such email notice was also delivered by one receipt of the means set forth in (a), (b) or (c) above (which may arrive after such email), and (ii) the transmitting party did not receive an electronic notice confirmation of a transmission failure. A party receiving a notice which does not comply with the technical requirements for notice under this Section 28(b) may elect to waive any deficiencies and treat the notice as having been properly given. delivery. (c) Interpretation. This Guaranty shall be enforced and interpreted according to the laws of the State, including Section 5-1401 state of the General Obligations Law, but otherwise New York, disregarding its rules on conflicts of laws. The word "include" and its variants shall be interpreted in each case as if followed by the words "without limitation." -13- 29. Business Purposes. Guarantor acknowledges that this Guaranty is executed and delivered for business and commercial purposes, and not for personal, family, household, consumer, or agricultural purposes. Guarantor acknowledges that Guarantor is not entitled to, and does not require the benefits of, any rights, protections, or disclosures that would or may be required if this Guaranty were given for personal, family, household, consumer, or agricultural purposes. Guarantor acknowledges that none of Guarantor's obligation(s) under this Guaranty constitute(s) a "debt" within the meaning of the United States Fair Debt Collection Practices Act, 15 U.S.C. § 1692a(5), and accordingly compliance with the requirements of such Act is not required if Buyer (directly or acting through its counsel) makes any demand or commences any action to enforce this Guaranty.
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Miscellaneous. (a) Assignability. Buyer may assign
the rights under this Guaranty (in whole or in part) together with any one or more of the Transaction
Documents Documents, in accordance with
and subject to the
Repurchase Agreement terms of the Transaction Documents without in any way affecting Guarantor's
or Seller's liability. Upon request in connection with any such assignment Guarantor shall deliver such documentation
acknowledging such assignment as Buyer shall reasonably request. Buyer may from time to
...time designate any Person Buyer Entity to hold and exercise any or all of Buyer's rights and remedies under this Guaranty. This Guaranty shall benefit Buyer and its successors and assigns (including any Buyer Entity) and shall bind Guarantor and its heirs, executors, administrators, successors successors, and assigns. Guarantor may not assign this Guaranty in whole or in part without the prior written consent of Buyer. (b) Notices. All notices, requests, requests and demands to be made under this Guaranty shall be given in writing at the address set forth in the opening paragraph of this Guaranty and shall be effective for all purposes if hand delivered or sent by (a) by: (i) hand delivery, with proof of attempted delivery, (b) (ii) certified or registered United States mail, postage prepaid, (c) (iii) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, or (d) by email provided that such email notice must also be delivered by one (iv) e-mail with proof of the means set forth in (a), (b) or (c) above, delivery to the address set forth in Annex I attached to the opening paragraph of this Guaranty or at such other address and person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section 28(b). A notice Any notice, request or demand shall be deemed to have been given: (a) (i) in the case of hand delivery, at the time of delivery, (b) (ii) in the case of registered or certified mail, when first delivered or the first attempted delivery on a Business Day, (c) business day, (iii) in the case of expedited prepaid delivery delivery, upon the first attempted delivery on a Business Day, business day, or (d) (iv) in the case of email, e-mail, upon delivery such email; provided that (i) such email notice was also delivered by one receipt of the means set forth in (a), (b) or (c) above (which may arrive after such email), and (ii) the transmitting party did not receive an electronic notice confirmation of a transmission failure. A party receiving a notice which does not comply with the technical requirements for notice under this Section 28(b) may elect to waive any deficiencies and treat the notice as having been properly given. delivery. 20 (c) Interpretation. This Guaranty shall be enforced and interpreted according to the laws of the State, including Section 5-1401 state of the General Obligations Law, but otherwise New York, disregarding its rules on conflicts of laws. The word "include" and its variants shall be interpreted in each case as if followed by the words "without limitation." -13- 29. Business Purposes. Guarantor acknowledges that this Guaranty is executed and delivered for business and commercial purposes, and not for personal, family, household, consumer, or agricultural purposes. Guarantor acknowledges that Guarantor is not entitled to, and does not require the benefits of, any rights, protections, or disclosures that would or may be required if this Guaranty were given for personal, family, household, consumer, or agricultural purposes. Guarantor acknowledges that none of Guarantor's obligation(s) under this Guaranty constitute(s) a "debt" within the meaning of the United States Fair Debt Collection Practices Act, 15 U.S.C. § 1692a(5), and accordingly compliance with the requirements of such Act is not required if Buyer (directly or acting through its counsel) makes any demand or commences any action to enforce this Guaranty.
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