FULL AND
ADEQUATE OPPORTUNITY TO REVIEW THE REPURCHASE DOCUMENTS, THE TRANSACTION
CONTEMPLATED BY THE REPURCHASE DOCUMENTS, AND ALL UNDERLYING FACTS RELATING TO
SUCH TRANSACTION.
GUARANTOR REPRESENTS AND WARRANTS THAT GUARANTOR FULLY
UNDERSTANDS: (A) THE REMEDIES BUYER MAY PURSUE AGAINST SELLER AND/OR GUARANTOR
IN THE EVENT OF A DEFAULT UNDER THE REPURCHASE DOCUMENTS, (B) THE VALUE (IF ANY)
AND CHARACTER OF ANY SECURITY, AND (C) SELLER'S FINANCIAL CONDITION AND ABILITY
TO PERFORM UNDER THE REPURCHASE DOCUMENTS.
GUARANTOR AGREES TO KEEP ITSELF
FULLY INFORMED REGARDING ALL ASPECTS OF THE FOREGOING AND THE PERFORMANCE OF
SELLER'S OBLIGATIONS TO BUYER.
BUYER HAS NO DUTY, WHETHER NOW OR IN THE FUTURE,
TO DISCLOSE TO GUARANTOR ANY INFORMATION PERTAINING TO SELLER, THE TRANSACTIONS
OR ANY SECURITY.
AT ANY TIME PROVIDED FOR IN THE REPURCHASE DOCUMENTS,
GUARANTOR AGREES AND ACKNOWLEDGES THAT AN INSOLVENCY PROCEEDING AFFECTING
GUARANTOR, OR OTHER ACTIONS OR EVENTS RELATING TO GUARANTOR (INCLUDING
GUARANTOR'S DEATH, DISABILITY, OR CHANGE IN FINANCIAL POSITION), AS SET FORTH IN
THE REPURCHASE DOCUMENTS, MAY BE EVENT(S) OF DEFAULT UNDER THE REPURCHASE
DOCUMENTS.
10.
REPRESENTATIONS AND WARRANTIES.
GUARANTOR
ACKNOWLEDGES, REPRESENTS AND WARRANTS AS FOLLOWS, AND ACKNOWLEDGES THAT BUYER IS
RELYING UPON THE FOLLOWING ACKNOWLEDGMENTS, REPRESENTATIONS, AND WARRANTIES BY
GUARANTOR IN MAKING THE TRANSACTIONS:
(A)
NO CONFLICT.
THE EXECUTION, DELIVERY, AND PERFORMANCE OF THIS GUARANTY
WILL NOT VIOLATE ANY PROVISION OF ANY LAW, REGULATION, JUDGMENT, ORDER, DECREE,
DETERMINATION, OR AWARD OF ANY COURT, ARBITRATOR OR GOVERNMENTAL AUTHORITY, OR
OF ANY MORTGAGE, INDENTURE, LOAN, OR SECURITY AGREEMENT, LEASE, CONTRACT OR
OTHER AGREEMENT, INSTRUMENT OR
5
UNDERTAKING TO WHICH GUARANTOR IS A PARTY OR THAT PURPORTS TO BIND GUARANTOR OR
ANY OF GUARANTOR'S PROPERTY OR ASSETS.
(B)
NO THIRD PARTY CONSENT REQUIRED.
NO CONSENT OF ANY PERSON (INCLUDING
CREDITORS OR PARTNERS, MEMBERS, STOCKHOLDERS, OR OTHER OWNERS OF GUARANTOR) IS
REQUIRED IN CONNECTION WITH GUARANTOR'S EXECUTION OF THIS GUARANTY OR
PERFORMANCE OF GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTY (OTHER THAN CONSENTS
THAT HAVE BEEN OBTAINED).
GUARANTOR'S EXECUTION OF, AND OBLIGATIONS UNDER, THIS
GUARANTY ARE NOT CONTINGENT UPON ANY CONSENT, LICENSE, PERMIT, APPROVAL, OR
AUTHORIZATION OF, EXEMPTION BY, NOTICE OR REPORT TO, OR REGISTRATION, FILING, OR
DECLARATION WITH, ANY GOVERNMENTAL AUTHORITY, BUREAU, OR AGENCY, WHETHER LOCAL,
STATE, FEDERAL, OR FOREIGN.
(C)
AUTHORITY AND EXECUTION.
GUARANTOR HAS FULL POWER, AUTHORITY, AND LEGAL
RIGHT TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS GUARANTY.
GUARANTOR HAS TAKEN ALL NECESSARY CORPORATE AND LEGAL ACTION TO AUTHORIZE THIS
GUARANTY, WHICH HAS BEEN DULY EXECUTED AND DELIVERED AND IS A LEGAL, VALID, AND
BINDING OBLIGATION OF GUARANTOR, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
(D)
NO REPRESENTATIONS BY BUYER.
GUARANTOR DELIVERS THIS GUARANTY BASED SOLELY
UPON GUARANTOR'S OWN INDEPENDENT INVESTIGATION AND BASED IN NO PART UPON ANY
REPRESENTATION, STATEMENT OR ASSURANCE BY BUYER.
11.
REIMBURSEMENT AND SUBROGATION RIGHTS.
EXCEPT TO THE EXTENT THAT BUYER NOTIFIES GUARANTOR TO THE CONTRARY IN WRITING
FROM TIME TO TIME:
(A)
GENERAL DEFERRAL OF REIMBURSEMENT.
GUARANTOR WAIVES ANY RIGHT TO BE
REIMBURSED BY SELLER FOR ANY PAYMENT(S) MADE BY GUARANTOR ON ACCOUNT OF THE
GUARANTIED OBLIGATIONS, UNLESS