AGAINST
SELLER (IF ANY) AND THAT GUARANTOR MAY INCUR A PARTIALLY OR TOTALLY
NONREIMBURSABLE LIABILITY IN PERFORMING UNDER THIS GUARANTY.
GUARANTOR HAS
ASSUMED THE RISK OF ANY SUCH LOSS OF SUBROGATION RIGHTS, EVEN IF CAUSED BY
BUYER'S ACTS OR OMISSIONS.
IF BUYER'S ENFORCEMENT OF RIGHTS AND REMEDIES, OR
THE MANNER THEREOF, LIMITS OR PRECLUDES GUARANTOR FROM EXERCISING ANY RIGHT OF
SUBROGATION THAT MIGHT OTHERWISE EXIST, THEN THE FOREGOING SHALL NOT IN ANY WAY
LIMIT BUYER'S RIGHTS TO ENFORCE THIS GUARANTY.
WITHOUT LIMITING THE GENERALITY
OF ANY OTHER WAIVERS IN THIS GUARANTY, GUARANTOR EXPRESSLY WAIVES ANY STATUTORY
OR OTHER RIGHT THAT GUARANTOR MIGHT OTHERWISE HAVE TO: (I) LIMIT GUARANTOR'S
LIABILITY AFTER A NONJUDICIAL FORECLOSURE SALE TO THE DIFFERENCE BETWEEN THE
GUARANTIED OBLIGATIONS AND THE FAIR MARKET VALUE OF THE PROPERTY OR INTERESTS
SOLD AT SUCH NONJUDICIAL FORECLOSURE SALE OR TO ANY OTHER EXTENT, (II) OTHERWISE
LIMIT BUYER'S RIGHT TO RECOVER A DEFICIENCY JUDGMENT AFTER ANY FORECLOSURE SALE,
OR (III) REQUIRE BUYER TO EXHAUST ITS SECURITY BEFORE BUYER MAY OBTAIN A
PERSONAL JUDGMENT FOR ANY DEFICIENCY.
GUARANTOR ACKNOWLEDGES AND AGREES THAT
ANY NONRECOURSE OR EXCULPATION
4
PROVIDED FOR IN ANY REPURCHASE DOCUMENT, OR ANY OTHER PROVISION OF A REPURCHASE
DOCUMENT LIMITING BUYER'S RECOURSE TO SPECIFIC SECURITY OR LIMITING BUYER'S
RIGHT TO ENFORCE A DEFICIENCY JUDGMENT AGAINST SELLER OR ANY OTHER PERSON, SHALL
HAVE ABSOLUTELY NO APPLICATION TO GUARANTOR'S LIABILITY UNDER THIS GUARANTY.
TO
THE EXTENT THAT BUYER COLLECTS OR RECEIVES ANY SUMS OR PAYMENTS FROM SELLER OR
ANY PROCEEDS OF A FORECLOSURE OR SIMILAR SALE, BUYER SHALL APPLY SUCH AMOUNTS IN
ACCORDANCE WITH THE TERMS OF THE REPURCHASE AGREEMENT.
WITHOUT LIMITING THE
FOREGOING, ANY AMOUNTS COLLECTED BY BUYER WITH RESPECT TO THE ELIGIBLE CRIIMI
SECURITIES SHALL BE APPLIED AGAINST THE ELIGIBLE CRIIMI SECURITIES, AND BUYER
SHALL NOT HAVE THE RIGHT TO APPLY SUCH AMOUNTS FIRST TO THAT PORTION OF SELLER'S
INDEBTEDNESS AND OBLIGATIONS TO BUYER THAT IS NOT COVERED BY THIS GUARANTY.
7.
ADDITIONAL WAIVERS.
GUARANTOR WAIVES
DILIGENCE AND ALL DEMANDS, PROTESTS, PRESENTMENTS AND NOTICES OF EVERY KIND OR
NATURE, INCLUDING NOTICES OF PROTEST, DISHONOR, NONPAYMENT, ACCEPTANCE OF THIS
GUARANTY AND THE CREATION, RENEWAL, EXTENSION, MODIFICATION OR ACCRUAL OF ANY OF
THE GUARANTIED OBLIGATIONS.
GUARANTOR FURTHER WAIVES THE RIGHT TO PLEAD ANY AND
ALL STATUTES OF LIMITATIONS AS A DEFENSE TO GUARANTOR'S LIABILITY UNDER THIS
GUARANTY OR THE ENFORCEMENT OF THIS GUARANTY.
NO FAILURE OR DELAY ON BUYER'S
PART IN EXERCISING ANY POWER, RIGHT OR PRIVILEGE UNDER THIS GUARANTY SHALL
IMPAIR OR WAIVE ANY SUCH POWER, RIGHT OR PRIVILEGE.
8.
NO DUTY TO PROVE LOSS.
TO THE EXTENT
THAT GUARANTOR AT ANY TIME INCURS ANY LIABILITY UNDER THIS GUARANTY, GUARANTOR
SHALL IMMEDIATELY PAY BUYER (TO BE APPLIED ON ACCOUNT OF THE GUARANTIED
OBLIGATIONS) THE AMOUNT PROVIDED FOR IN THIS GUARANTY, WITHOUT ANY REQUIREMENT
THAT BUYER DEMONSTRATE THAT BUYER HAS EXERCISED (TO ANY DEGREE) OR EXHAUSTED ANY
OF BUYER'S RIGHTS OR REMEDIES WITH RESPECT TO SELLER OR ANY SECURITY.
9.
FULL KNOWLEDGE.
GUARANTOR
ACKNOWLEDGES, REPRESENTS, AND WARRANTS THAT GUARANTOR HAS HAD A