ALL REASONABLE COSTS AND EXPENSES INCURRED BY BUYER IN
ANY PROCEEDING TO ENFORCE THIS GUARANTY, INCLUDING REASONABLE ATTORNEYS' FEES,
DISBURSEMENTS, AND OTHER REASONABLE CHARGES INCURRED BY BUYER'S ATTORNEYS, COURT
COSTS AND EXPENSES, AND REASONABLE CHARGES FOR THE SERVICES OF PARALEGALS, LAW
CLERKS, AND ALL OTHER PERSONNEL WHOSE SERVICES ARE CHARGED TO BUYER IN
CONNECTION WITH BUYER'S RECEIPT OF LEGAL SERVICES.
(D)
"BUYER ENTITY" MEANS, AS DESIGNATED BY BUYER FROM TIME TO TIME, BUYER OR
BUYER'S ASSIGNEE, DESIGNEE, NOMINEE, SERVICER, OR WHOLLY OWNED SUBSIDIARY.
(E)
"REPURCHASE DOCUMENTS" MEANS: (A) THE REPURCHASE AGREEMENT, AS DEFINED IN
THE RECITALS; (B) ANY OTHER TRANSACTION DOCUMENTS OR OTHER DOCUMENTS OR
INSTRUMENTS RELATING TO ANY SUCH TRANSACTION DOCUMENTS EXECUTED BY SELLER OR
GUARANTOR; AND (C) ANY MODIFICATIONS, EXTENSIONS, RENEWALS, RESTATEMENTS, OR
REPLACEMENTS OF ANY OF THE FOREGOING, WHETHER OR NOT CONSENTED TO BY GUARANTOR.
IF THE REPURCHASE DOCUMENTS, AS SO DEFINED, ARE MODIFIED PURSUANT TO ANY
INSOLVENCY PROCEEDING, THEN (WHETHER OR NOT SUCH MODIFICATION WAS MADE WITH
BUYER'S CONSENT OR AGREEMENT) BUYER MAY, AT BUYER'S OPTION, DEEM THE DEFINITION
OF REPURCHASE DOCUMENTS EITHER (1) TO HAVE BEEN MODIFIED TO REFLECT ANY SUCH
MODIFICATION, OR (2) TO CONTINUE AS IT WAS, WITHOUT REGARD TO ANY SUCH
MODIFICATION.
(F)
"PROCEEDING" MEANS ANY ACTION, SUIT, ARBITRATION, OR OTHER PROCEEDING
ARISING OUT OF OR RELATING TO THE ENFORCEMENT OF THIS GUARANTY.
(G)
"SECURITY" MEANS ANY SECURITY OR COLLATERAL HELD BY OR FOR BUYER FOR THE
TRANSACTIONS OR THE GUARANTIED OBLIGATIONS, WHETHER REAL OR PERSONAL PROPERTY,
INCLUDING ANY MORTGAGE, DEED OF TRUST, FINANCING STATEMENT, SECURITY AGREEMENT,
AND OTHER SECURITY DOCUMENT OR INSTRUMENT OF ANY KIND SECURING THE TRANSACTIONS
IN WHOLE OR IN PART.
"SECURITY" SHALL INCLUDE ALL ASSETS AND PROPERTY OF ANY
KIND WHATSOEVER PLEDGED OR MORTGAGED TO BUYER PURSUANT TO THE TRANSACTION
DOCUMENTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, "SECURITY" SHALL
NOT INCLUDE THE ELIGIBLE GNMA SECURITIES.
(H)
"SELLER" MEANS: (A) SELLER AS DEFINED ABOVE, ACTING ON ITS OWN BEHALF; (B)
ANY ESTATE CREATED BY THE COMMENCEMENT OF AN INSOLVENCY PROCEEDING AFFECTING
SELLER; (C) ANY TRUSTEE, LIQUIDATOR, SEQUESTRATOR, OR RECEIVER OF SELLER OR
SELLER'S PROPERTY; AND (D) ANY SIMILAR PERSON DULY APPOINTED PURSUANT TO ANY LAW
GOVERNING ANY INSOLVENCY PROCEEDING OF SELLER.
(I)
"STATE" MEANS THE STATE OF NEW YORK.
2.
ABSOLUTE GUARANTY OF ALL GUARANTIED
OBLIGATIONS.
GUARANTOR UNCONDITIONALLY AND IRREVOCABLY GUARANTEES SELLER'S
PROMPT AND COMPLETE PAYMENT, OBSERVANCE AND FULFILLMENT OF ALL GUARANTIED
OBLIGATIONS.
GUARANTOR SHALL BE LIABLE FOR, AND OBLIGATED TO PAY,
2
ALL GUARANTIED OBLIGATIONS.
ALL ASSETS AND PROPERTY OF GUARANTOR SHALL BE
SUBJECT TO RECOURSE IF GUARANTOR FAILS TO PAY AND PERFORM ANY GUARANTIED
OBLIGATION(S) WHEN AND AS REQUIRED TO BE PAID AND PERFORMED PURSUANT TO THE
REPURCHASE DOCUMENTS.
3.
NATURE AND SCOPE OF LIABILITY.
GUARANTOR'S LIABILITY UNDER THIS GUARANTY IS PRIMARY AND NOT SECONDARY.
GUARANTOR'S LIABILITY UNDER THIS GUARANTY SHALL BE IN THE FULL AMOUNT OF ALL
GUARANTIED OBLIGATIONS.
4.
CHANGES IN REPURCHASE DOCUMENTS.
WITHOUT NOTICE TO, OR CONSENT BY, GUARANTOR, AND IN BUYER'S SOLE AND ABSOLUTE
DISCRETION AND WITHOUT PREJUDICE TO BUYER OR IN