SELLER OR ANY OTHER
GUARANTOR OR THE GUARANTOR, SURRENDER OR OTHER HANDLING OR DISPOSITION OF ASSETS
SUBJECT TO THE REPURCHASE AGREEMENT, ANY REQUIREMENT THAT MLMCI EXHAUST ANY
RIGHT, POWER OR REMEDY OR TAKE ANY ACTION AGAINST THE SELLER OR ANY OTHER
GUARANTOR OR AGAINST ANY ASSETS SUBJECT TO THE REPURCHASE AGREEMENT AND OTHER
FORMALITIES OF ANY KIND.
(C)
THE GUARANTOR UNDERSTANDS AND AGREES THAT
THIS GUARANTY SHALL BE CONSTRUED AS A CONTINUING, ABSOLUTE AND UNCONDITIONAL
GUARANTEE OF PAYMENT WITHOUT REGARD TO (A) THE VALIDITY, REGULARITY OR
ENFORCEABILITY OF THE REPURCHASE AGREEMENT, ANY OF THE OBLIGATIONS OR ANY OTHER
COLLATERAL SECURITY THEREFOR OR GUARANTEE OR RIGHT OF OFFSET WITH RESPECT
THERETO AT ANY
5
TIME OR FROM TIME TO TIME HELD BY MLMCI, (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 SELLER OR ANY OTHER GUARANTOR AGAINST
MLMCI, OR (C) ANY OTHER CIRCUMSTANCE WHATSOEVER (WITH OR WITHOUT NOTICE TO OR
KNOWLEDGE OF THE SELLER OR ANY OTHER GUARANTOR OR THE GUARANTOR) WHICH
CONSTITUTES, OR MIGHT BE CONSTRUED TO CONSTITUTE, AN EQUITABLE OR LEGAL
DISCHARGE OF THE SELLER OR ANY OTHER GUARANTOR FROM THE OBLIGATIONS, OR OF THE
GUARANTOR FROM THIS GUARANTY, IN BANKRUPTCY OR IN ANY OTHER INSTANCE.
(D)
WHEN PURSUING ITS RIGHTS AND REMEDIES
HEREUNDER AGAINST THE GUARANTOR, MLMCI MAY, BUT SHALL BE UNDER NO OBLIGATION TO,
PURSUE SUCH RIGHTS AND REMEDIES AS IT MAY HAVE AGAINST THE SELLER 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 MLMCI TO PURSUE
SUCH OTHER RIGHTS OR REMEDIES OR TO COLLECT ANY PAYMENTS FROM THE SELLER 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 SELLER 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 MLMCI AGAINST THE GUARANTOR.
(E)
THIS GUARANTY 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 MLMCI, AND ITS SUCCESSORS, INDORSEES, TRANSFEREES AND ASSIGNS, UNTIL
ALL THE OBLIGATIONS AND THE OBLIGATIONS OF THE GUARANTOR UNDER THIS GUARANTY
SHALL HAVE BEEN SATISFIED BY PAYMENT IN FULL AND THE REPURCHASE AGREEMENT, SHALL
BE TERMINATED, NOTWITHSTANDING THAT FROM TIME TO TIME PRIOR THERETO THE SELLER
MAY BE FREE FROM ANY OBLIGATIONS.
(F)
THE GUARANTOR WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ALL DEFENSES OF SURETY TO WHICH IT MAY BE
ENTITLED BY STATUTE OR OTHERWISE.
7.
REINSTATEMENT.
THE OBLIGATIONS OF THE
GUARANTOR UNDER THIS GUARANTY, AND THIS GUARANTY SHALL