the Guarantor hereby agrees with the Buyer, as follows:
1.
DEFINED TERMS.
UNLESS OTHERWISE DEFINED HEREIN, TERMS WHICH ARE
DEFINED IN THE REPURCHASE AGREEMENT AND USED HEREIN ARE SO USED AS SO DEFINED.
2.
GUARANTEE.
(A)
THE GUARANTOR HEREBY UNCONDITIONALLY AND
IRREVOCABLY GUARANTEES TO THE BUYER THE PROMPT AND COMPLETE PAYMENT AND
PERFORMANCE OF THE OBLIGATIONS BY THE SELLER WHEN DUE (WHETHER AT THE STATED
MATURITY, BY ACCELERATION OR OTHERWISE), AS THE CASE MAY BE, AND AGREES TO
INDEMNIFY AND HOLD HARMLESS THE BUYER FROM ANY AND ALL CLAIMS, DAMAGES, LOSSES,
LIABILITIES, COSTS AND EXPENSES THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED
AGAINST THE BUYER, IN EACH CASE RELATING TO OR ARISING OUT OF THE OBLIGATIONS,
AS THE CASE MAY BE.
(B)
THE GUARANTOR FURTHER AGREES TO PAY ANY AND ALL REASONABLE
EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL REASONABLE FEES AND DISBURSEMENTS
OF COUNSEL) WHICH MAY BE PAID OR INCURRED BY THE BUYER IN ENFORCING, OR
OBTAINING ADVICE OF COUNSEL IN RESPECT OF, ANY RIGHTS WITH RESPECT TO, OR
COLLECTING, ANY OR ALL OF THE OBLIGATIONS AND/OR ENFORCING ANY RIGHTS WITH
RESPECT TO, OR COLLECTING AGAINST, THE GUARANTOR UNDER THIS GUARANTEE.
THIS
GUARANTEE SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE LATER OF (I) THE DATE
UPON WHICH THE OBLIGATIONS ARE PAID IN FULL AND (II) THE TERMINATION OF THE
REPURCHASE AGREEMENT, NOTWITHSTANDING THAT FROM TIME TO TIME PRIOR THERETO THE
SELLER MAY BE FREE FROM ANY OBLIGATIONS.
(C)
NO PAYMENT OR PAYMENTS MADE BY THE SELLER OR ANY OTHER PERSON OR
RECEIVED OR COLLECTED BY THE BUYER FROM THE SELLER OR ANY OTHER PERSON BY VIRTUE
OF ANY ACTION OR PROCEEDING OR ANY SET-OFF OR APPROPRIATION OR APPLICATION, AT
ANY TIME OR FROM TIME TO TIME, IN REDUCTION OF OR IN PAYMENT OF THE OBLIGATIONS
SHALL BE DEEMED TO MODIFY, REDUCE, RELEASE OR OTHERWISE AFFECT THE LIABILITY OF
THE GUARANTOR HEREUNDER WHICH SHALL, NOTWITHSTANDING ANY SUCH PAYMENT OR
PAYMENTS, REMAIN LIABLE FOR THE AMOUNT OF THE OBLIGATIONS UNDER THIS AGREEMENT
UNTIL THE OBLIGATIONS ARE PAID IN FULL.
(D)
THE GUARANTOR AGREES THAT WHENEVER, AT ANY TIME, OR FROM TIME TO
TIME, THE GUARANTOR SHALL MAKE ANY PAYMENT TO THE BUYER ON ACCOUNT OF ANY
LIABILITY HEREUNDER, THE GUARANTOR WILL NOTIFY THE BUYER IN WRITING THAT SUCH
PAYMENT IS MADE UNDER THIS GUARANTEE FOR SUCH PURPOSE.
3.
SUBROGATION.
UPON MAKING ANY PAYMENT HEREUNDER, THE GUARANTOR
SHALL BE SUBROGATED TO THE RIGHTS OF THE BUYER AGAINST THE SELLER AND ANY
COLLATERAL FOR ANY OBLIGATIONS WITH RESPECT TO SUCH PAYMENT; PROVIDED, THAT
GUARANTOR SHALL NOT SEEK TO ENFORCE ANY RIGHT OR RECEIVE ANY PAYMENT BY WAY OF
SUBROGATION UNTIL ALL AMOUNTS DUE AND PAYABLE BY THE SELLER TO THE BUYER UNDER
THE GOVERNING AGREEMENTS OR ANY RELATED DOCUMENTS HAVE BEEN PAID IN FULL;
PROVIDED, FURTHER, THAT SUCH SUBROGATION RIGHTS SHALL BE SUBORDINATE IN ALL
RESPECTS TO ALL AMOUNTS OWING TO THE BUYER UNDER THE GOVERNING AGREEMENTS.
4.
AMENDMENTS, ETC. WITH RESPECT TO THE OBLIGATIONS.
THE GUARANTOR
SHALL REMAIN OBLIGATED HEREUNDER