ENFORCED AND RECEIVED BY GUARANTOR, AS TRUSTEE FOR FREDDIE
MAC, BUT WITHOUT REDUCING OR AFFECTING IN ANY MANNER THE LIABILITY OF GUARANTOR
UNDER THE OTHER PROVISIONS OF THIS AGREEMENT.
4.6
WAIVER OF SUBROGATION.
GUARANTOR SHALL HAVE NO RIGHT OF, AND
HEREBY WAIVES ANY CLAIM FOR, SUBROGATION OR REIMBURSEMENT AGAINST SPONSOR OR ANY
MEMBER OF SPONSOR BY REASON OF ANY PAYMENT BY GUARANTOR UNDER THIS AGREEMENT,
WHETHER SUCH RIGHT OR CLAIM ARISES AT LAW OR IN EQUITY OR UNDER ANY CONTRACT OR
STATUTE, UNTIL THE SPONSOR'S STABILIZATION OBLIGATIONS HAVE BEEN PAID IN FULL
AND THERE HAS EXPIRED THE MAXIMUM POSSIBLE PERIOD THEREAFTER DURING WHICH ANY
9
PAYMENT MADE BY SPONSOR TO FREDDIE MAC WITH RESPECT TO THE SPONSOR'S
STABILIZATION OBLIGATIONS COULD BE DEEMED A PREFERENCE UNDER THE UNITED STATES
BANKRUPTCY CODE.
4.7
PREFERENCE.
IF ANY PAYMENT BY SPONSOR IS HELD TO CONSTITUTE A
PREFERENCE UNDER ANY APPLICABLE BANKRUPTCY, INSOLVENCY, OR SIMILAR LAWS, OR IF
FOR ANY OTHER REASON FREDDIE MAC IS REQUIRED TO REFUND ANY SUMS TO SPONSOR, SUCH
REFUND SHALL NOT CONSTITUTE A RELEASE OF ANY LIABILITY OF GUARANTOR UNDER THIS
AGREEMENT.
IT IS THE INTENTION OF FREDDIE MAC AND GUARANTOR THAT GUARANTOR'S
OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE DISCHARGED EXCEPT BY GUARANTOR'S
PERFORMANCE OF SUCH OBLIGATIONS AND THEN ONLY TO THE EXTENT OF SUCH PERFORMANCE.
4.8
LIMITED RECOURSE.
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED
HEREIN, THE GUARANTOR'S OBLIGATIONS UNDER THIS AGREEMENT ARE LIMITED RECOURSE
OBLIGATIONS PAYABLE ONLY FROM THE DEPOSIT HELD FROM TIME TO TIME IN THE
STABILIZATION ESCROW.
5.
MISCELLANEOUS PROVISIONS.
5.1
FURTHER ASSURANCES.
BY ITS SIGNATURE HEREON, GUARANTOR HEREBY
AGREES TO COOPERATE WITH FREDDIE MAC IN THE FILING AND RECORDING OF, AND
IRREVOCABLY AUTHORIZES FREDDIE MAC, AT ANY TIME AND FROM TIME TO TIME, TO
EXECUTE (ON BEHALF OF GUARANTOR), AND FILE AND RECORD AGAINST GUARANTOR, ANY
NOTICE, FINANCING STATEMENT, CONTINUATION STATEMENT, AMENDMENT STATEMENT,
INSTRUMENT, DOCUMENT OR AGREEMENT UNDER THE UNIFORM COMMERCIAL CODE THAT FREDDIE
MAC MAY REASONABLY CONSIDER NECESSARY OR DESIRABLE TO CREATE, PRESERVE,
CONTINUE, PERFECT OR VALIDATE ANY SECURITY INTEREST GRANTED HEREUNDER AND
GUARANTOR HEREBY IRREVOCABLY APPOINTS FREDDIE MAC AS GUARANTOR'S
ATTORNEY-IN-FACT TO DO ANY OF THE FOREGOING ACTS AND THINGS IN GUARANTOR'S NAME
THAT FREDDIE MAC MAY DEEM NECESSARY OR DESIRABLE.
THIS POWER OF ATTORNEY IS
COUPLED WITH AN INTEREST WITH FULL POWER OF SUBSTITUTION AND IS IRREVOCABLE.
GUARANTOR HEREBY RATIFIES ALL THAT SAID ATTORNEY SHALL LAWFULLY DO OR CAUSE TO
BE DONE BY VIRTUE HEREOF.
5.2
TERMINATION OF SECURITY INTEREST.
UPON TERMINATION OF THIS
AGREEMENT, FREDDIE MAC, IF REQUESTED BY GUARANTOR, SHALL EXECUTE AND DELIVER TO
GUARANTOR FOR RECORDING OR FILING IN EACH OFFICE IN WHICH ANY ASSIGNMENT OR
FINANCING STATEMENT RELATIVE TO THE STABILIZATION ESCROW SHALL HAVE BEEN FILED
OR RECORDED, A TERMINATION STATEMENT OR RELEASE UNDER APPLICABLE LAW (INCLUDING,
IF RELEVANT, THE UCC) RELEASING FREDDIE MAC'S INTEREST THEREIN, AND SUCH OTHER
DOCUMENTS AND INSTRUMENTS AS GUARANTOR MAY REASONABLY REQUEST, ALL WITHOUT
RECOURSE TO OR ANY WARRANTY WHATSOEVER BY FREDDIE MAC, AND AT THE COST AND
EXPENSE OF GUARANTOR.
5.3
ENTIRE