AND AGREES TO
INDEMNIFY AND HOLD HARMLESS BUYER FROM ANY AND ALL CLAIMS, DAMAGES, LOSSES,
LIABILITIES, COSTS AND EXPENSES THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED
AGAINST BUYER, IN EACH CASE RELATING TO OR ARISING OUT OF THE OBLIGATIONS, AS
THE CASE MAY BE, OTHER THAN THAT RESULT FROM THE GROSS NEGLIGENCE, BAD FAITH,
WILLFUL MISCONDUCT, OR BREACH OF THE MASTER REPURCHASE AGREEMENT BY ANY
INDEMNIFIED PARTY.
(B)
EACH GUARANTOR FURTHER AGREES TO PAY, JOINTLY AND SEVERALLY, ANY
AND ALL REASONABLE EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL REASONABLE FEES
AND DISBURSEMENTS OF COUNSEL) WHICH MAY BE PAID OR INCURRED BY 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 GUARANTORS UNDER THIS GUARANTEE.
THIS GUARANTEE SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE LATER OF (AND AT
SUCH TIME, THIS GUARANTEE SHALL AUTOMATICALLY TERMINATE) (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 SELLERS MAY BE
FREE FROM ANY OBLIGATIONS.
(C)
NO PAYMENT OR PAYMENTS MADE BY A SELLER OR ANY OTHER PERSON OR
RECEIVED OR COLLECTED BY BUYER FROM A 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
ANY GUARANTOR HEREUNDER WHICH SHALL, NOTWITHSTANDING ANY SUCH PAYMENT OR
PAYMENTS, REMAIN LIABLE UNDER THIS GUARANTEE UNTIL THE OBLIGATIONS ARE PAID IN
FULL.
(D)
EACH GUARANTOR AGREES THAT WHENEVER, AT ANY TIME, OR FROM TIME TO
TIME, A GUARANTOR SHALL MAKE ANY PAYMENT TO BUYER ON ACCOUNT OF ANY LIABILITY
HEREUNDER, SUCH GUARANTOR SHALL ENDEAVOR TO PROMPTLY NOTIFY BUYER IN WRITING
THAT SUCH PAYMENT IS MADE UNDER THIS GUARANTEE FOR SUCH PURPOSE.
3.
SUBROGATION.
UPON MAKING ANY PAYMENT HEREUNDER, EACH GUARANTOR
SHALL BE SUBROGATED TO THE RIGHTS OF BUYER AGAINST SELLERS AND ANY COLLATERAL
FOR ANY OBLIGATIONS WITH RESPECT TO SUCH PAYMENT; PROVIDED THAT NEITHER
GUARANTOR SHALL SEEK TO ENFORCE ANY RIGHT OR RECEIVE ANY PAYMENT BY WAY OF
SUBROGATION UNTIL ALL AMOUNTS DUE AND PAYABLE BY SELLERS TO BUYER UNDER THE
TRANSACTION DOCUMENTS OR ANY RELATED DOCUMENTS HAVE BEEN PAID IN FULL; AND
PROVIDED FURTHER THAT SUCH SUBROGATION RIGHTS SHALL BE SUBORDINATE IN ALL
RESPECTS TO ALL AMOUNTS OWING TO BUYER UNDER THE TRANSACTION DOCUMENTS.
4.
AMENDMENTS, ETC. WITH RESPECT TO THE OBLIGATIONS.
EACH GUARANTOR
SHALL REMAIN OBLIGATED HEREUNDER, JOINTLY AND SEVERALLY, NOTWITHSTANDING THAT,
WITHOUT ANY RESERVATION OF RIGHTS AGAINST EITHER GUARANTOR, AND WITHOUT NOTICE
TO OR FURTHER ASSENT BY EITHER GUARANTOR, ANY DEMAND FOR PAYMENT OF ANY OF THE
OBLIGATIONS MADE BY BUYER MAY BE RESCINDED BY BUYER AND ANY OF THE OBLIGATIONS
CONTINUED, AND THE OBLIGATIONS, OR THE LIABILITY OF ANY