SUCH TIME AS SUCH LOAN
AND OTHER GUARANTEED OBLIGATIONS HAVE BEEN PAID IN FULL TO THE SERVICER AND EACH
PARTICIPANT (WHETHER BY REPURCHASE BY THE SPONSOR, PURSUANT TO THIS ARTICLE 10
OR OTHERWISE).
EFFECT ON ADDITIONAL GUARANTIES.
THE OBLIGATIONS OF THE SPONSOR PURSUANT TO
THIS ARTICLE 10 ARE IN ADDITION TO, AND ARE NOT INTENDED TO SUPERSEDE OR BE A
SUBSTITUTE FOR ANY OTHER GUARANTEE, SURETYSHIP AGREEMENT, OR INSTRUMENT WHICH
SERVICER MAY HOLD IN CONNECTION WITH ANY LOANS OR OTHER GUARANTEED OBLIGATIONS.
RELIANCE ON GUARANTY AND PURCHASE OBLIGATION; DISCLAIMER OF LIABILITY SPONSOR
EXPRESSLY ACKNOWLEDGES AND AGREES THAT EACH OF THE SERVICER AND THE
PARTICIPANTS, IN MAKING ITS CREDIT DECISION WITH REGARD TO THE FUNDING OF THE
LOANS, WILL RELY SOLELY UPON THE GUARANTY AND PURCHASE OBLIGATION OF SPONSOR SET
FORTH ABOVE AND THAT NEITHER THE SERVICER NOR ANY PARTICIPANT IS UNDER ANY
OBLIGATION OR DUTY TO PERFORM ANY CREDIT ANALYSIS OR INVESTIGATION WITH REGARD
TO THE CREDITWORTHINESS OF ANY BORROWER.
IN ADDITION, THE SERVICER EXPRESSLY
DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR THE AUTHENTICITY OF SIGNATURES ON
ANY OF THE LOAN DOCUMENTS (OTHER THAN THE SERVICER'S), THE AUTHORITY OF THE
PERSONS EXECUTING THE LOAN DOCUMENTS (OTHER THAN THE SERVICER) OR THE
ENFORCEABILITY OR COMPLIANCE WITH LAWS OF ANY OF THE LOAN DOCUMENTS.
SPONSOR EXPRESSLY ACKNOWLEDGES AND AGREES THAT SPONSOR'S GUARANTY OBLIGATIONS TO
PURCHASE LOANS UNDER THIS AGREEMENT ARE ABSOLUTE AND UNCONDITIONAL.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, SPONSOR'S OBLIGATION SHALL NOT BE
AFFECTED BY THE EXISTENCE OF ANY DEFAULT BY ANY BORROWER UNDER THE APPLICABLE
LOAN DOCUMENTS, ANY EXCHANGE, RELEASE OR NONPERFECTION OF ANY LIEN WITH RESPECT
TO ANY COLLATERAL SECURING PAYMENT OF ANY LOAN, THE SUBSTITUTION OR RELEASE OF
ANY ENTITY PRIMARILY OR SECONDARILY LIABLE FOR ANY LOAN, ANY LACK OF
ENFORCEABILITY OF ANY LOAN DOCUMENT, ANY LAW, REGULATION, OR ORDER OF ANY
JURISDICTION AFFECTING ANY LOAN OR LOAN DOCUMENT OR THE RIGHTS OF THE HOLDER
THEREOF, ANY CHANGE IN THE CONDITION OR PROSPECTS OF THE SPONSOR, INCLUDING
WITHOUT LIMITATION, INSOLVENCY, BANKRUPTCY, REORGANIZATION OR SIMILAR
PROCEEDING, OR ANY OTHER CIRCUMSTANCE WHICH MIGHT, BUT FOR THE PROVISIONS OF
THIS PARAGRAPH, CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OF SPONSOR'S
OBLIGATIONS HEREUNDER. SPONSOR'S OBLIGATIONS HEREUNDER SHALL NOT BE AFFECTED BY
ANY SET-OFF OR CLAIM WHICH IT MIGHT HAVE AGAINST THE SERVICER OR ANY
PARTICIPANT, WHETHER ARISING OUT OF THIS AGREEMENT OR OTHERWISE, BUT SUBJECT TO
SECTION 10.12 BELOW.
REINSTATEMENT OF OBLIGATIONS. THE OBLIGATIONS OF THE SPONSOR PURSUANT TO THE
OPERATIVE DOCUMENTS SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS THE CASE
MAY BE, IF AT ANY TIME PAYMENT OR ANY PART THEREOF, OF PRINCIPAL OF, INTEREST ON
OR ANY OTHER AMOUNT WITH RESPECT TO ANY LOAN OR ANY OBLIGATION OF SPONSOR
PURSUANT TO THE OPERATIVE DOCUMENTS IS RESCINDED OR MUST OTHERWISE BE RESTORED
BY THE SERVICER OR ANY PARTICIPANT UPON THE BANKRUPTCY OR REORGANIZATION OF
SPONSOR, ANY BORROWER OR ANY GUARANTOR OR OTHERWISE.
RIGHT TO BRING SEPARATE ACTION. NOTHING CONTAINED IN THIS ARTICLE 10 SHALL BE
CONSTRUED TO AFFECT ANY