A FULL EXPLANATION OF
THE NATURE, SCOPE, AND EFFECT OF THE WAIVERS CONTAINED IN THIS GUARANTY (A
"WAIVER DISCLOSURE").
IN THE ALTERNATIVE, GUARANTOR HAS, WITH ADVICE FROM SUCH
COUNSEL, KNOWINGLY AND INTENTIONALLY WAIVED OBTAINING A WAIVER DISCLOSURE.
ACCORDINGLY GUARANTOR DOES NOT REQUIRE OR EXPECT BUYER TO PROVIDE A WAIVER
DISCLOSURE.
IT IS NOT NECESSARY FOR BUYER OR THIS GUARANTY TO PROVIDE OR SET
FORTH ANY WAIVER DISCLOSURE, NOTWITHSTANDING ANY PRINCIPLES OF LAW TO THE
CONTRARY.
NEVERTHELESS, GUARANTOR SPECIFICALLY ACKNOWLEDGES THAT GUARANTOR IS
FULLY AWARE OF THE NATURE, SCOPE, AND EFFECT OF ALL WAIVERS CONTAINED IN THIS
GUARANTY, ALL OF WHICH HAVE BEEN FULLY DISCLOSED TO GUARANTOR.
GUARANTOR
ACKNOWLEDGES THAT AS A RESULT OF THE WAIVERS CONTAINED IN THIS GUARANTY:
(A)
ACTIONS BY BUYER.
BUYER WILL BE ABLE TO TAKE A WIDE RANGE OF ACTIONS
RELATING TO SELLER, THE TRANSACTIONS, AND THE REPURCHASE DOCUMENTS, ALL WITHOUT
GUARANTOR'S CONSENT OR NOTICE TO GUARANTOR.
GUARANTOR'S FULL AND UNCONDITIONAL
LIABILITY UNDER THIS GUARANTY WILL CONTINUE WHETHER OR NOT GUARANTOR HAS
CONSENTED TO SUCH ACTIONS.
GUARANTOR MAY DISAGREE WITH OR DISAPPROVE SUCH
ACTIONS, AND GUARANTOR MAY BELIEVE THAT SUCH ACTIONS SHOULD TERMINATE OR LIMIT
GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTY, BUT SUCH DISAGREEMENT, DISAPPROVAL,
OR BELIEF ON THE PART OF GUARANTOR WILL IN NO WAY LIMIT GUARANTOR'S OBLIGATIONS
UNDER THIS GUARANTY.
(B)
INTERACTION WITH SELLER LIABILITY.
GUARANTOR SHALL BE FULLY LIABLE FOR ALL
OBLIGATIONS HEREUNDER EVEN IF THE REPURCHASE DOCUMENTS ARE OTHERWISE INVALID,
UNENFORCEABLE, OR SUBJECT TO DEFENSES AVAILABLE TO SELLER.
GUARANTOR
ACKNOWLEDGES THAT GUARANTOR'S FULL AND UNCONDITIONAL LIABILITY UNDER THIS
GUARANTY TO THE EXTENT OF THE GUARANTEED OBLIGATIONS (WITH RESPECT TO THE
REPURCHASE DOCUMENTS AS IF THEY WERE FULLY ENFORCEABLE AGAINST SELLER) WILL
CONTINUE NOTWITHSTANDING ANY SUCH LIMITATIONS ON OR IMPAIRMENT OF SELLER'S
LIABILITY.
(C)
TIMING OF ENFORCEMENT.
BUYER WILL BE ABLE TO ENFORCE THIS GUARANTY AGAINST
GUARANTOR EVEN THOUGH BUYER MIGHT ALSO HAVE AVAILABLE OTHER RIGHTS AND REMEDIES
THAT
7
BUYER COULD CONCEIVABLY ENFORCE AGAINST THE SECURITY OR AGAINST OTHER PARTIES.
AS A RESULT, BUYER MAY REQUIRE GUARANTOR TO PAY OR PERFORM THE GUARANTIED
OBLIGATIONS EARLIER THAN GUARANTOR WOULD PREFER TO PAY OR PERFORM THE GUARANTIED
OBLIGATIONS, INCLUDING IMMEDIATELY UPON THE OCCURRENCE OF A DEFAULT BY SELLER.
GUARANTOR WILL NOT BE ABLE TO ASSERT AGAINST BUYER VARIOUS DEFENSES, THEORIES,
EXCUSES, OR PROCEDURAL REQUIREMENTS THAT MIGHT OTHERWISE FORCE BUYER TO DELAY OR
DEFER THE ENFORCEMENT OF THIS GUARANTY AGAINST GUARANTOR. GUARANTOR ACKNOWLEDGES
THAT GUARANTOR INTENDS TO ALLOW BUYER TO ENFORCE THE GUARANTY AGAINST GUARANTOR
IN SUCH MANNER.
ALL OF GUARANTOR'S ASSETS WILL BE AVAILABLE TO SATISFY BUYER'S
CLAIMS AGAINST GUARANTOR UNDER THIS GUARANTY.
(D)
CONTINUATION OF LIABILITY.
GUARANTOR'S LIABILITY FOR THE GUARANTIED
OBLIGATIONS SHALL CONTINUE AT ALL TIMES UNTIL THE GUARANTIED OBLIGATIONS HAVE
ACTUALLY BEEN PAID IN FULL, EVEN IF OTHER CIRCUMSTANCES HAVE CHANGED SUCH THAT
IN GUARANTOR'S VIEW GUARANTOR'S LIABILITY UNDER THIS GUARANTY SHOULD TERMINATE,
EXCEPT TO THE EXTENT THAT ANY EXPRESS CONDITIONS TO THE TERMINATION OF THIS
GUARANTY, AS SET FORTH IN THIS GUARANTY, HAVE BEEN SATISFIED.
13.
BUYER'S DISGORGEMENT OF PAYMENTS.