Common use of Recourse Guaranty Clause in Contracts

Recourse Guaranty. (a) Guarantor hereby, unconditionally and irrevocably, guarantees to Buyer and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by Sellers when due (whether at the stated maturity, by acceleration, demand or otherwise) of the Obligations. (b) Notwithstanding the foregoing, Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees, expenses and disbursements of counsel) which may be paid or incurred by Buyer in enforcing any rights with respect to, or collecting, any or all of the Repurchase Obligations and/or enforcing any rights with respect to, or collecting against, Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Repurchase Obligations are paid in full, notwithstanding that from time to time prior thereto one or more Sellers may be free from any Repurchase Obligations. (c) No payment or payments made by any Seller or any other Person or received or collected by Buyer from any 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 Guarantor hereunder. Guarantor shall remain liable under this Guaranty until the Repurchase Obligations are satisfied and paid in full and the Repurchase Agreement and the other Repurchase Documents are terminated (such date, the “Expiration Date”), notwithstanding any payment or payments referred to in the foregoing sentence. (d) Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to Buyer on account of its liability hereunder, it will notify Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Notwithstanding the foregoing or anything contained in this Guaranty to the contrary, the Guarantor’s liability hereunder on any date of determination solely regarding Obligations with respect to the Purchased Assets consisting of REO Entity Interests shall not exceed an amount equal to the excess (if any) of (x) the product of (i) ten percent (10%) and (ii) the sum of the aggregate Purchase Price (calculated as of the Purchase Date) of all REO Properties then owned by the REO SPE, over (y) the amount of all payments previously made by the Guarantor on or at any time prior to such date of determination pursuant to the terms hereof with respect to such Obligations (the “Recourse Limit”); provided that such Recourse Limit shall not (i) constitute a waiver, release or impairment of any obligation evidenced or secured by the Repurchase Documents; (ii) impair the right of Buyer to name the Guarantor or any Seller as a party or defendant in any action or suit for judicial foreclosure and sale under the Repurchase Documents; (iii) impair the right of Buyer to obtain the appointment of a receiver; (iv) impair the right of Buyer to bring suit (and seek a money judgment therein) with respect to breach of contract, tort, fraud or intentional misrepresentation by the Guarantor or any Seller or any other person or entity in connection with the Repurchase Documents; (v) impair the right of Buyer to obtain payments on the REO Equity Interests or with respect to any such REO Properties received by the Guarantor or any Seller after the occurrence of an Event of Default under the Repurchase Agreement; (vi) impair the right of Buyer to bring suit (and seek a money judgment therein) with respect to any misappropriation by the Guarantor or any Seller of payments collected in advance with respect to the REO Equity Interests or with respect to any such REO Properties; (vii) impair the right of Buyer to apply to losses arising out of any misrepresentation, willful misconduct or fraud by the Guarantor or any Seller or any of their agents or employees, any suit or money judgment related thereto; (viii) limit Guarantor’s liability for any Repurchase Obligations as they relate to a breach of the representations and warranties set forth on Schedule 1-B of the Repurchase Agreement with respect to the REO Equity Interests or with respect to any such REO Properties; or (ix) limit the Guarantor’s liability for any amount paid to the Buyer by any Seller that is avoided pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder. For the avoidance of doubt, Guarantor’s liability hereunder shall be full recourse and the Recourse Limit shall not apply with respect to any Repurchase Obligations with respect to Mortgage Loans and REMIC Certificates (insofar as such Repurchase Obligations are Obligations of PMC and PMIT).

Recourse Guaranty. (a) Guarantor hereby, unconditionally and irrevocably, guarantees to Buyer Lender and its successors, indorsees, transferees and assigns the prompt and complete payment and performance by Sellers Borrower when due (whether at the stated maturity, by acceleration, demand or otherwise) of the Obligations. (b) Notwithstanding the foregoing, Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees, expenses and disbursements of counsel) which may be paid or incurred by Buyer Lender in enforcing any rights with respect to, or collecting, any or all of the Repurchase Secured Obligations and/or enforcing any rights with respect to, or collecting against, Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Repurchase Secured Obligations are paid in full, notwithstanding that from time to time prior thereto one or more Sellers Borrower may be free from any Repurchase Secured Obligations. (c) No payment or payments made by any Seller Borrower or any other Person or received or collected by Buyer Lender from any Seller Borrower 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 Guarantor hereunder. Guarantor shall remain liable under this Guaranty until the Repurchase Secured Obligations are satisfied and paid in full and the Repurchase Loan Agreement and the other Repurchase Loan Documents are terminated (such date, the “Expiration Date”), notwithstanding any payment or payments referred to in the foregoing sentence. (d) Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to Buyer Lender on account of its liability hereunder, it will notify Buyer Lender in writing that such payment is made under this Guaranty for such purpose. (e) Notwithstanding the foregoing or anything contained in this Guaranty to the contrary, the Guarantor’s liability hereunder on any date of determination solely regarding Obligations with respect to the Purchased Assets consisting of REO Entity Interests shall not exceed an amount equal to the excess (if any) of (x) the product of (i) ten percent (1010.00%) and (ii) the sum of the aggregate Purchase Price outstanding principal balances (calculated measured as of the Purchase related Advance Date) of all REO Properties Pledged Mortgage Loans then owned by the REO SPE, pledged in connection with one or more Advances as of such date of determination over (y) the amount of all payments previously made by the Guarantor on or at any time prior to such date of determination pursuant to the terms hereof with respect to such Obligations (the “Recourse Limit”); provided provided, that such Recourse Limit shall not (i) constitute a waiver, release or impairment of any obligation evidenced or secured by the Repurchase Loan Documents; (ii) impair the right of Buyer Lender to name the Guarantor or any Seller Borrower as a party or defendant in any action or suit for judicial foreclosure and sale under the Repurchase Loan Documents; (iii) impair the right of Buyer Lender to obtain the appointment of a receiver; (iv) impair the right of Buyer Lender to bring suit (and seek a money judgment therein) with respect to breach of contract, tort, fraud or intentional misrepresentation by the Guarantor or any Seller Borrower or any other person or entity in connection with the Repurchase Loan Documents; (v) impair the right of Buyer Lender to obtain payments on the REO Equity Interests Mortgage Loans or with respect to any such REO Underlying Mortgaged Properties received by the Guarantor or any Seller Borrower after the occurrence of an Event of Default under the Repurchase Loan Agreement; (vi) impair the right of Buyer Lender to bring suit (and seek a money judgment therein) with respect to any misappropriation by the Guarantor or any Seller Borrower of payments collected in advance with respect to the REO Equity Interests Mortgage Loans or with respect to any such REO Underlying Mortgaged Properties; (vii) impair the right of Buyer Lender to apply to losses arising out of any misrepresentation, willful misconduct or fraud by the Guarantor or any Seller Borrower or any of their its agents or employees, any suit or money judgment related thereto; (viii) limit Guarantor’s liability for any Repurchase Secured Obligations as they relate to a breach of the representations and warranties set forth on Schedule 1-B 1 of the Repurchase Loan Agreement with respect to the REO Equity Interests Mortgage Loans or with respect to any such REO Underlying Mortgage Properties; or (ix) limit the Guarantor’s liability for any amount paid to the Buyer Lender by any Seller Borrower that is avoided pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder. For the avoidance of doubt, Guarantor’s liability hereunder shall be full recourse and the Recourse Limit shall not apply with respect to any Repurchase Obligations with respect to Mortgage Loans and REMIC Certificates (insofar as such Repurchase Obligations are Obligations of PMC and PMIT).

Recourse Guaranty. All obligations of Key Principal under this Exceptions to Non-Recourse Guaranty shall be joint and several among all persons (if more than one) included as a Key Principal. This Exceptions to Non-Recourse Guaranty is an unconditional guaranty of payment, and not a guaranty of collection, and may be enforced by ▇▇▇▇▇▇ directly against Key Principal without any requirement that Lender must first exercise its rights against Borrower or any general partner of Borrower or any collateral or other security for payment of the Note. The obligations of Key Principal under this Exceptions to Non-Recourse Guaranty shall be performed without demand by Lender and shall be unconditional irrespective of the genuineness, validity, regularity or enforceability of the Note, the Instrument, or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or a guarantor. Key Principal hereby waives the benefit of all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Exceptions to Non-Recourse Guaranty, and agrees that the obligations of Key Principal shall not be affected by any circumstances, whether or not referred to in this Exceptions to Non-Recourse Guaranty, which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Key Principal hereby waives the benefits of any right of discharge under any and all statutes or other laws relating to guarantors or sureties and any other rights of sureties and guarantors thereunder. Without limiting the generality of the foregoing, Key Principal hereby waives diligence, presentment, demand for payment, protest, all notices which may be required by statute, rule of law or otherwise to preserve intact Lender's rights against Key Principal under this Exceptions to Non-Recourse Guaranty, including, but not limited to, notice of acceptance, notice of any amendment of the Loan Documents, notice of the occurrence of any default, notice of intent to accelerate, notice of acceleration, notice of dishonor, notice of foreclosure, notice of protest, notice of the incurring by Borrower of any of the Guaranteed Obligations, and, generally, all demands, notices and other formalities of every kind in connection with this Exceptions to Non-Recourse Guaranty, and all rights to require Lender to (a) Guarantor herebyproceed against Borrower or, unconditionally and irrevocablyif Borrower is a partnership, guarantees to Buyer and its successorsany general partner of Borrower, indorsees, transferees and assigns the prompt and complete payment and performance by Sellers when due (whether at the stated maturity, by acceleration, demand or otherwise) of the Obligations. (b) Notwithstanding proceed against or exhaust any collateral held by ▇▇▇▇▇▇ to secure the foregoing, Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees, expenses and disbursements payment of counsel) which may be paid or incurred by Buyer in enforcing any rights with respect tothe Loan, or collecting, any or all of the Repurchase Obligations and/or enforcing any rights with respect to, or collecting against, Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Repurchase Obligations are paid in full, notwithstanding that from time to time prior thereto one or more Sellers may be free from any Repurchase Obligations. (c) No payment or payments made by any Seller or pursue any other Person remedy it may now or received or collected by Buyer from hereafter have against Borrower, or, if Borrower is a partnership, any Seller or any other Person by virtue general partner of any action or proceeding or any set-off or appropriation or application ▇▇▇▇▇▇▇▇. Key Principal hereby agrees that, at any time or from time to time in reduction and any number of or in times, without notice to Key Principal and without affecting the liability of Key Principal, (a) the time for payment of the Obligations shall principal of or interest on the Note may be deemed to modify, reduce, release extended or otherwise affect the liability Note may be renewed in whole or in part one or more times; (b) the time for Borrower's performance of Guarantor hereunder. Guarantor shall remain liable under this Guaranty until or compliance with any covenant or agreement contained in the Repurchase Obligations are satisfied and paid in full and the Repurchase Agreement and the other Repurchase Documents are terminated (such dateNote, the “Expiration Date”)Instrument or any other Loan Document evidencing, notwithstanding any payment securing or payments referred to governing the Loan, whether presently existing or hereinafter entered into, may be extended or such performance or compliance may be waived; (c) the maturity of the Note may be accelerated as provided therein or in the foregoing sentence. Instrument, or any other Loan Document; (d) Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to Buyer on account of its liability hereunder, it will notify Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Notwithstanding the foregoing or anything contained in this Guaranty to the contraryNote, the Guarantor’s liability hereunder on any date of determination solely regarding Obligations with respect to the Purchased Assets consisting of REO Entity Interests shall not exceed an amount equal to the excess (if any) of (x) the product of (i) ten percent (10%) and (ii) the sum of the aggregate Purchase Price (calculated as of the Purchase Date) of all REO Properties then owned by the REO SPEInstrument, over (y) the amount of all payments previously made by the Guarantor on or at any time prior to such date of determination pursuant to the terms hereof with respect to such Obligations (the “Recourse Limit”); provided that such Recourse Limit shall not (i) constitute a waiver, release or impairment of any obligation evidenced or secured by the Repurchase Documents; (ii) impair the right of Buyer to name the Guarantor or any Seller as a party or defendant in any action or suit for judicial foreclosure and sale under the Repurchase Documents; (iii) impair the right of Buyer to obtain the appointment of a receiver; (iv) impair the right of Buyer to bring suit (and seek a money judgment therein) with respect to breach of contract, tort, fraud or intentional misrepresentation by the Guarantor or any Seller or any other person Loan Document, may be modified or entity amended by Lender and Borrower in connection with any respect, including, but not limited to, an increase in the Repurchase Documents; (v) impair the right of Buyer to obtain payments on the REO Equity Interests or with respect to any such REO Properties received by the Guarantor or any Seller after the occurrence of an Event of Default under the Repurchase Agreement; (vi) impair the right of Buyer to bring suit (and seek a money judgment therein) with respect to any misappropriation by the Guarantor or any Seller of payments collected in advance with respect to the REO Equity Interests or with respect to any such REO Properties; (vii) impair the right of Buyer to apply to losses arising out of any misrepresentation, willful misconduct or fraud by the Guarantor or any Seller or any of their agents or employees, any suit or money judgment related thereto; (viii) limit Guarantor’s liability for any Repurchase Obligations as they relate to a breach of the representations and warranties set forth on Schedule 1-B of the Repurchase Agreement with respect to the REO Equity Interests or with respect to any such REO Properties; or (ix) limit the Guarantor’s liability for any amount paid to the Buyer by any Seller that is avoided pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder. For the avoidance of doubt, Guarantor’s liability hereunder shall be full recourse and the Recourse Limit shall not apply with respect to any Repurchase Obligations with respect to Mortgage Loans and REMIC Certificates (insofar as such Repurchase Obligations are Obligations of PMC and PMIT).principal

Recourse Guaranty. All obligations of Key Principal under the Exceptions to Non-Recourse Guaranty shall be joint and several among all persons (if more than one) included as a Key Principal. This Exceptions to Non-Recourse Guaranty is an unconditional guaranty of payment, and not a guaranty of collection, and may be enforced by ▇▇▇▇▇▇ directly against Key Principal without any requirement that Lender must first exercise its rights against Borrower or any general partner of Borrower or any collateral or other security for payment of the Note. The obligations of Key Principal under this Exceptions to Non-Recourse Guaranty shall be performed without demand by Lender and shall be unconditional irrespective of the genuineness, validity, regularity or enforceability of the Note, the Instrument, or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or a guarantor. Key Principal hereby waives the benefit of all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Exceptions to Non-Recourse Guaranty, and agrees that the obligations of Key Principal shall not be affected by any circumstances, whether or not referred to in this Exceptions to Non-Recourse Guaranty, which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Key Principal hereby waives the benefits of any right of discharge under any and all statutes or other laws relating to guarantors or sureties and any other rights of sureties and guarantors thereunder. Without limiting the generality of the foregoing, Key Principal hereby waives diligence, presentment, demand for payment, protest, all notices which may be required by statute, rule of law or otherwise to preserve intact Lender's rights against Key Principal under this Exceptions to Non-Recourse Guaranty, including, but not limited to, notice of acceptance, notice of any amendment of the Loan Documents, notice of the occurrence of any default, notice of intent to accelerate, notice of acceleration, notice of dishonor, notice of foreclosure, notice of protest, notice of the incurring by Borrower of any of the Guaranteed Obligations, and, generally, all demands, notices and other formalities of every kind in connection with this Exceptions to Non-Recourse Guaranty, and all rights to require Lender to (a) Guarantor herebyproceed against Borrower or, unconditionally and irrevocablyif Borrower is a partnership, guarantees to Buyer and its successorsany general partner of Borrower, indorsees, transferees and assigns the prompt and complete payment and performance by Sellers when due (whether at the stated maturity, by acceleration, demand or otherwise) of the Obligations. (b) Notwithstanding proceed against or exhaust any collateral held by ▇▇▇▇▇▇ to secure the foregoing, Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees, expenses and disbursements payment of counsel) which may be paid or incurred by Buyer in enforcing any rights with respect tothe Loan, or collecting, any or all of the Repurchase Obligations and/or enforcing any rights with respect to, or collecting against, Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Repurchase Obligations are paid in full, notwithstanding that from time to time prior thereto one or more Sellers may be free from any Repurchase Obligations. (c) No payment or payments made by any Seller or pursue any other Person remedy it may now or received or collected by Buyer from hereafter have against Borrower, or, if Borrower is a partnership, any Seller or any other Person by virtue general partner of any action or proceeding or any set-off or appropriation or application ▇▇▇▇▇▇▇▇. Key Principal hereby agrees that, at any time or from time to time in reduction and any number of or in times, without notice to Key Principal and without affecting the liability of Key Principal, (a) the time for payment of the Obligations principal of or interest on the Note may be extended or the Note may be renewed in whole or in part one or more times; (b) the time for Borrower's performance of or compliance with any covenant or agreement contained in the Note, the Instrument or any other Loan Document evidencing, securing or governing the Loan, whether presently existing or hereinafter entered into, may be extended or such performance or compliance may be waived; (c) the maturity of the Note may be accelerated as provided therein or in the Instrument, or any other Loan Document; (d) the Note, the Instrument, or any other Loan Document, may be modified or amended by Lender and Borrower in any respect, including, but not limited to, an increase in the principal amount; and (e) any security for the Loan may be modified, exchanged, surrendered or otherwise dealt with or additional security may be pledged or mortgaged for the Loan. If any payment by Borrower is held to constitute a preference under any applicable bankruptcy or similar laws, or if for any reason Lender is required to refund any sums to Borrower, such amounts shall not constitute a release of any liability of Key Principal hereunder. It is the intention of ▇▇▇▇▇▇ and Key Principal that Key Principal's obligations hereunder shall not be discharged except by Key Principal's performance of such obligations and then only to the extent of such performance. Key Principal agrees that any indebtedness of Borrower now or hereafter held by Key Principal is hereby and shall be deemed subordinated to modifyall indebtedness of Borrower to Lender and any such indebtedness of Borrower shall be collected, reduceenforced and received by Key Principal, release as trustee for Lender, but without reducing or otherwise affect affecting in any manner the liability of Guarantor hereunder. Guarantor shall remain liable Key Principal under this Guaranty until the Repurchase Obligations are satisfied and paid in full and the Repurchase Agreement and the other Repurchase Documents are terminated provisions of this Exceptions to Non-Recourse Guaranty. Key Principal agrees that Lender, in its sole and absolute discretion, may (a) bring suit against Key Principal, or any one or more of the individuals constituting Key Principal, and any other guarantor of the Note, jointly and severally, or against any one or more of them; (b) compromise or settle with any one or more of the individuals constituting Key Principal for such dateconsideration as Lender may deem proper; (c) release one or more of the individuals constituting Key Principal, or any other guarantors of the “Expiration Date”)Note, notwithstanding any payment or payments referred to in the foregoing sentence. from liability thereunder; and (d) Guarantor agrees that whenever, at otherwise deal with Key Principal and any timeother guarantor of the Note, or any one or more of them, in any manner whatsoever, and that no such action shall impair the rights of Leader to collect the Guaranteed Obligations from time to time, it shall make any payment to Buyer on account of its liability hereunder, it will notify Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Notwithstanding the foregoing or anything Key Principal. Nothing contained in this Guaranty to paragraph shall in any way affect or impair the contrary, the Guarantor’s liability hereunder on any date of determination solely regarding Obligations with respect to the Purchased Assets consisting of REO Entity Interests shall not exceed an amount equal to the excess (if any) of (x) the product of (i) ten percent (10%) and (ii) the sum rights or obligations of the aggregate Purchase Price (calculated as of the Purchase Date) of all REO Properties then owned by the REO SPE, over (y) the amount of all payments previously made by the Guarantor on or at any time prior to such date of determination pursuant to the terms hereof with respect to such Obligations (the “Recourse Limit”); provided that such Recourse Limit shall not (i) constitute a waiver, release or impairment of any obligation evidenced or secured by the Repurchase Documents; (ii) impair the right of Buyer to name the Guarantor or any Seller as a party or defendant in any action or suit for judicial foreclosure and sale under the Repurchase Documents; (iii) impair the right of Buyer to obtain the appointment of a receiver; (iv) impair the right of Buyer to bring suit (and seek a money judgment therein) with respect to breach of contract, tort, fraud or intentional misrepresentation by the Guarantor or any Seller or any other person or entity in connection with the Repurchase Documents; (v) impair the right of Buyer to obtain payments on the REO Equity Interests or Key Principal with respect to any such REO Properties received by the Guarantor or any Seller after the occurrence of an Event of Default under the Repurchase Agreement; (vi) impair the right of Buyer to bring suit (and seek a money judgment therein) with respect to any misappropriation by the Guarantor or any Seller of payments collected in advance with respect to the REO Equity Interests or with respect to any such REO Properties; (vii) impair the right of Buyer to apply to losses arising out of any misrepresentation, willful misconduct or fraud by the Guarantor or any Seller or any of their agents or employees, any suit or money judgment related thereto; (viii) limit Guarantor’s liability for any Repurchase Obligations as they relate to a breach other guarantor of the representations and warranties set forth on Schedule 1-B of the Repurchase Agreement with respect to the REO Equity Interests or with respect to any such REO Properties; or (ix) limit the Guarantor’s liability for any amount paid to the Buyer by any Seller that is avoided pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder. For the avoidance of doubt, Guarantor’s liability hereunder shall be full recourse and the Recourse Limit shall not apply with respect to any Repurchase Obligations with respect to Mortgage Loans and REMIC Certificates (insofar as such Repurchase Obligations are Obligations of PMC and PMIT)Note.

Recourse Guaranty. All obligations of Key Principal under this Exceptions to Non-Recourse Guaranty shall be joint and several among all persons (if more than one) included as a Key Principal. This Exceptions to Non-Recourse Guaranty is an unconditional guaranty of payment, and not a guaranty of collection, and may be enforced by ▇▇▇▇▇▇ directly against Key Principal without any requirement that Lender must first exercise its rights against Borrower or any general partner of Borrower or any collateral or other security for payment of the Note. The obligations of Key Principal under this Exceptions to Non-Recourse Guaranty shall be performed without demand by Lender and shall be unconditional irrespective of the genuineness, validity, regularity or enforceability of the Note, the Instrument, or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or a guarantor. Key Principal hereby waives the benefit of all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Exceptions to Non-Recourse Guaranty, and agrees that the obligations of Key Principal shall not be affected by any circumstances, whether or not referred to in this Exceptions to Non-Recourse Guaranty, which might otherwise constitute a legal or equitable discharge of a surety or guarantor. Key Principal hereby waives the benefits of any right of discharge under any and all statutes or other laws relating to guarantors or sureties and any other rights of sureties and guarantors thereunder. Without limiting the generality of the foregoing, Key Principal hereby waives diligence, presentment, demand for payment, protest, all notices which may be required by statute, rule of law or otherwise to preserve intact Lender's rights against Key Principal under this Exceptions to Non-Recourse Guaranty, including, but not limited to, notice of acceptance, notice of any amendment of the Loan Documents, notice of the occurrence of any default, notice of intent to accelerate, notice of acceleration, notice of dishonor, notice of foreclosure, notice of protest, notice of the incurring by Borrower of any of the Guaranteed Obligations, and, generally, all demands, notices and other formalities of every kind in connection with this Exceptions to Non-Recourse Guaranty, and all rights to require Lender to (a) Guarantor herebyproceed against Borrower or, unconditionally and irrevocablyif Borrower is a partnership, guarantees to Buyer and its successorsany general partner of Borrower, indorsees, transferees and assigns the prompt and complete payment and performance by Sellers when due (whether at the stated maturity, by acceleration, demand or otherwise) of the Obligations. (b) Notwithstanding proceed against or exhaust any collateral held by ▇▇▇▇▇▇ to secure the foregoing, Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees, expenses and disbursements payment of counsel) which may be paid or incurred by Buyer in enforcing any rights with respect tothe Loan, or collecting, any or all of the Repurchase Obligations and/or enforcing any rights with respect to, or collecting against, Guarantor under this Guaranty. This Guaranty shall remain in full force and effect until the Repurchase Obligations are paid in full, notwithstanding that from time to time prior thereto one or more Sellers may be free from any Repurchase Obligations. (c) No payment or payments made by any Seller or pursue any other Person remedy it may now or received or collected by Buyer from hereafter have against Borrower, or, if Borrower is a partnership, any Seller or any other Person by virtue general partner of any action or proceeding or any set-off or appropriation or application ▇▇▇▇▇▇▇▇. Key Principal hereby agrees that, at any time or from time to time in reduction and any number of or in times, without notice to Key Principal and without affecting the liability of Key Principal, (a) the time for payment of the Obligations principal of or interest on the Note may be extended or the Note may be renewed in whole or in part one or more times; (b) the time for Borrower's performance of or compliance with any covenant or agreement contained in the Note, the Instrument or any other Loan Document evidencing, securing or governing the Loan, whether presently existing or hereinafter entered into, may be extended or such performance or compliance may be waived; (c) the maturity of the Note may be accelerated as provided therein or in the Instrument, or any other Loan Document; (d) the Note, the Instrument, or any other Loan Document, may be modified or amended by Lender and Borrower in any respect, including, but not limited to, an increase in the principal EXCEPTIONS TO NON-RECOURSE GUARANTY - ▇▇▇▇▇▇ ▇▇▇ Uniform Instrument Form 4501 6/93 (PAGE 1 OF 2) amount; and (e) any security for the Loan may be modified, exchanged, surrendered or otherwise dealt with or additional security may be pledged or mortgaged for the Loan. If any payment by Borrower is held to constitute a preference under any applicable bankruptcy or similar laws, or if for any reason Lender is required to refund any sums to Borrower, such amounts shall not constitute a release of any liability of Key Principal hereunder. It is the intention of ▇▇▇▇▇▇ and Key Principal that Key Principal's obligations hereunder shall not be discharged except by Key Principal's performance of such obligations and then only to the extent of such performance. Key Principal agrees that any indebtedness of Borrower now or hereafter held by Key Principal is hereby and shall be deemed subordinated to modifyall indebtedness of Borrower to Lender and any such indebtedness of Borrower shall be collected, reduceenforced and received by Key Principal, release as trustee for Lender, but without reducing or otherwise affect affecting in any manner the liability of Guarantor hereunder. Guarantor shall remain liable Key Principal under this Guaranty until the Repurchase Obligations are satisfied and paid in full and the Repurchase Agreement and the other Repurchase Documents are terminated provisions of this Exceptions to Non-Recourse Guaranty. Key Principal agrees that Lender, in its sole and absolute discretion, may (a) bring suit against Key Principal, or any one or more of the individuals constituting Key Principal, and any other guarantor of the Note, jointly and severally, or against any one or more of them; (b) compromise or settle with any one or more of the individuals constituting Key Principal for such dateconsideration as Lender may deem proper; (c) release one or more of the individuals constituting Key Principal, or any other guarantors of the “Expiration Date”)Note, notwithstanding any payment or payments referred to in the foregoing sentence. from liability thereunder; and (d) Guarantor agrees that whenever, at otherwise deal with Key Principal and any timeother guarantor of the Note, or any one or more of them, in any manner whatsoever, and that no such action shall impair the rights of Lender to collect the Guaranteed Obligations from time to time, it shall make any payment to Buyer on account of its liability hereunder, it will notify Buyer in writing that such payment is made under this Guaranty for such purpose. (e) Notwithstanding the foregoing or anything Key Principal. Nothing contained in this Guaranty to paragraph shall in any way affect or impair the contrary, the Guarantor’s liability hereunder on any date of determination solely regarding Obligations with respect to the Purchased Assets consisting of REO Entity Interests shall not exceed an amount equal to the excess (if any) of (x) the product of (i) ten percent (10%) and (ii) the sum rights or obligations of the aggregate Purchase Price (calculated as of the Purchase Date) of all REO Properties then owned by the REO SPE, over (y) the amount of all payments previously made by the Guarantor on or at any time prior to such date of determination pursuant to the terms hereof with respect to such Obligations (the “Recourse Limit”); provided that such Recourse Limit shall not (i) constitute a waiver, release or impairment of any obligation evidenced or secured by the Repurchase Documents; (ii) impair the right of Buyer to name the Guarantor or any Seller as a party or defendant in any action or suit for judicial foreclosure and sale under the Repurchase Documents; (iii) impair the right of Buyer to obtain the appointment of a receiver; (iv) impair the right of Buyer to bring suit (and seek a money judgment therein) with respect to breach of contract, tort, fraud or intentional misrepresentation by the Guarantor or any Seller or any other person or entity in connection with the Repurchase Documents; (v) impair the right of Buyer to obtain payments on the REO Equity Interests or Key Principal with respect to any such REO Properties received by the Guarantor or any Seller after the occurrence of an Event of Default under the Repurchase Agreement; (vi) impair the right of Buyer to bring suit (and seek a money judgment therein) with respect to any misappropriation by the Guarantor or any Seller of payments collected in advance with respect to the REO Equity Interests or with respect to any such REO Properties; (vii) impair the right of Buyer to apply to losses arising out of any misrepresentation, willful misconduct or fraud by the Guarantor or any Seller or any of their agents or employees, any suit or money judgment related thereto; (viii) limit Guarantor’s liability for any Repurchase Obligations as they relate to a breach other guarantor of the representations and warranties set forth on Schedule 1-B of the Repurchase Agreement with respect to the REO Equity Interests or with respect to any such REO Properties; or (ix) limit the Guarantor’s liability for any amount paid to the Buyer by any Seller that is avoided pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder. For the avoidance of doubt, Guarantor’s liability hereunder shall be full recourse and the Recourse Limit shall not apply with respect to any Repurchase Obligations with respect to Mortgage Loans and REMIC Certificates (insofar as such Repurchase Obligations are Obligations of PMC and PMIT)Note.