A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS
GUARANTY, AND SECTION AND PARAGRAPH REFERENCES ARE TO THIS GUARANTY UNLESS
OTHERWISE SPECIFIED.
(D)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN
SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
2.
GUARANTY.
(A) THE GUARANTOR HEREBY,
UNCONDITIONALLY AND IRREVOCABLY, GUARANTEES TO MLMCI AND ITS SUCCESSORS,
INDORSEES, TRANSFEREES AND ASSIGNS, THE PROMPT AND COMPLETE PAYMENT AND
PERFORMANCE BY THE SELLER WHEN DUE (WHETHER AT THE STATED MATURITY, BY
ACCELERATION OR OTHERWISE) OF THE OBLIGATIONS.
(B)
THE GUARANTOR FURTHER AGREES TO PAY ANY AND
ALL EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL REASONABLE FEES AND
DISBURSEMENTS OF COUNSEL) WHICH MAY BE PAID OR INCURRED BY MLMCI IN ENFORCING,
OR OBTAINING ADVICE OF COUNSEL IN RESPECT OF, ANY RIGHTS WITH RESPECT TO, OR THE
COLLECTION OF, ANY OR ALL OF THE OBLIGATIONS AND/OR ENFORCING ANY RIGHTS WITH
RESPECT TO, OR COLLECTING AGAINST, THE GUARANTOR UNDER THIS GUARANTY.
(C)
NO PAYMENT OR PAYMENTS MADE BY THE SELLER,
THE GUARANTOR, ANY OTHER GUARANTOR OR ANY OTHER PERSON OR RECEIVED OR COLLECTED
BY MLMCI FROM THE SELLER, THE GUARANTOR, ANY OTHER GUARANTOR OR ANY 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 RELEASE OR OTHERWISE AFFECT THE LIABILITY OF
THE GUARANTOR HEREUNDER, OTHER THAN TO REDUCE THE AMOUNT OF THE OBLIGATIONS BY
SUCH PAYMENT AMOUNT,
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 UNTIL THE OBLIGATIONS ARE PAID IN FULL AND THE
REPURCHASE AGREEMENT IS TERMINATED.
(D)
THE GUARANTOR AGREES THAT WHENEVER, AT ANY
TIME, OR FROM TIME TO TIME, IT SHALL MAKE ANY PAYMENT TO MLMCI ON ACCOUNT OF ITS
LIABILITY HEREUNDER, IT WILL NOTIFY MLMCI IN WRITING THAT SUCH PAYMENT IS MADE
UNDER THIS GUARANTY FOR SUCH PURPOSE.
3.
RIGHT OF SET-OFF.
UPON THE OCCURRENCE
OF ANY EVENT OF DEFAULT, THE GUARANTOR HEREBY IRREVOCABLY AUTHORIZES MLMCI 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 MLMCI TO OR FOR THE CREDIT OR THE
ACCOUNT OF THE GUARANTOR, OR ANY PART THEREOF IN SUCH
2
AMOUNTS AS MLMCI MAY ELECT, AGAINST AND ON ACCOUNT OF THE OBLIGATIONS AND
LIABILITIES OF THE GUARANTOR TO MLMCI HEREUNDER AND CLAIMS OF EVERY NATURE AND
DESCRIPTION OF MLMCI AGAINST THE GUARANTOR, IN ANY CURRENCY, WHETHER ARISING
HEREUNDER, UNDER THE REPURCHASE AGREEMENT,