ANY SECURITY BEFORE PROCEEDING AGAINST
GUARANTOR.
GUARANTOR AGREES THAT IF ANY OF THE GUARANTIED
3
OBLIGATIONS ARE OR BECOME VOID OR UNENFORCEABLE (BECAUSE OF INADEQUATE
CONSIDERATION, LACK OF CAPACITY, INSOLVENCY PROCEEDINGS, OR FOR ANY OTHER
REASON), THEN GUARANTOR'S LIABILITY UNDER THIS GUARANTY SHALL CONTINUE IN FULL
FORCE WITH RESPECT TO ALL GUARANTIED OBLIGATIONS AS IF THEY WERE AND CONTINUED
TO BE LEGALLY ENFORCEABLE, ALL IN ACCORDANCE WITH THEIR TERMS BEFORE GIVING
EFFECT TO THE INSOLVENCY PROCEEDINGS. GUARANTOR ALSO RECOGNIZES AND ACKNOWLEDGES
THAT ITS LIABILITY UNDER THIS GUARANTY MAY BE MORE EXTENSIVE IN AMOUNT AND MORE
BURDENSOME THAN THAT OF SELLER.
GUARANTOR WAIVES ANY DEFENSE THAT MIGHT
OTHERWISE BE AVAILABLE TO GUARANTOR BASED ON THE PROPOSITION THAT A GUARANTOR'S
LIABILITY CANNOT EXCEED THE LIABILITY OF THE PRINCIPAL.
GUARANTOR INTENDS TO BE
FULLY LIABLE UNDER THE GUARANTIED OBLIGATIONS REGARDLESS OF THE SCOPE OF
SELLER'S LIABILITY THEREUNDER.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, IF THE TRANSACTIONS ARE "NONRECOURSE" AS TO SELLER OR SELLER'S
LIABILITY FOR THE TRANSACTIONS IS OTHERWISE LIMITED IN SOME WAY, GUARANTOR
NEVERTHELESS INTENDS TO BE FULLY LIABLE, TO THE FULL EXTENT OF ALL OF
GUARANTOR'S ASSETS, WITH RESPECT TO ALL ELIGIBLE CRIIMI SECURITIES'
TRANSACTIONS, UP TO THE GUARANTEED OBLIGATIONS, EVEN THOUGH SELLER'S LIABILITY
FOR THE OBLIGATIONS MAY BE LESS LIMITED IN SCOPE OR LESS BURDENSOME.
GUARANTOR
WAIVES ANY DEFENSES TO THIS GUARANTY ARISING OR PURPORTEDLY ARISING FROM ANY
WAIVER OF THE TERMS OF ANY REPURCHASE DOCUMENT BY BUYER OR OTHER FAILURE OF
BUYER TO REQUIRE FULL COMPLIANCE WITH THE REPURCHASE DOCUMENTS.
GUARANTOR'S
LIABILITY UNDER THIS GUARANTY SHALL CONTINUE UNTIL ALL SUMS DUE UNDER THE
REPURCHASE DOCUMENTS WITH RESPECT TO THE ELIGIBLE CRIIMI SECURITIES HAVE BEEN
PAID IN FULL, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE (IF AT ALL) IN THIS
GUARANTY.
GUARANTOR'S LIABILITY UNDER THIS GUARANTY SHALL NOT BE LIMITED OR
AFFECTED IN ANY WAY BY ANY IMPAIRMENT OR ANY DIMINUTION OR LOSS OF VALUE OF ANY
SECURITY WHETHER CAUSED BY (A) HAZARDOUS SUBSTANCES, (B) BUYER'S FAILURE TO
PERFECT A SECURITY INTEREST IN ANY SECURITY, (C) ANY DISABILITY OR OTHER
DEFENSE(S) OF SELLER, OR (D) ANY BREACH BY SELLER OF ANY REPRESENTATION OR
WARRANTY CONTAINED IN ANY REPURCHASE DOCUMENT.
6.
WAIVERS OF RIGHTS AND DEFENSES.
GUARANTOR WAIVES ANY RIGHT TO REQUIRE BUYER TO (A) PROCEED AGAINST SELLER, (B)
PROCEED AGAINST OR EXHAUST ANY SECURITY, OR (C) PURSUE ANY OTHER RIGHT OR REMEDY
FOR GUARANTOR'S BENEFIT.
GUARANTOR AGREES THAT BUYER MAY PROCEED AGAINST
GUARANTOR WITH RESPECT TO THE GUARANTIED OBLIGATIONS WITHOUT TAKING ANY ACTIONS
AGAINST SELLER AND WITHOUT PROCEEDING AGAINST OR EXHAUSTING ANY SECURITY.
GUARANTOR AGREES THAT BUYER MAY UNQUALIFIEDLY EXERCISE IN ITS SOLE DISCRETION
(OR MAY WAIVE OR RELEASE, INTENTIONALLY OR UNINTENTIONALLY) ANY OR ALL RIGHTS
AND REMEDIES AVAILABLE TO IT AGAINST SELLER WITHOUT IMPAIRING BUYER'S RIGHTS AND
REMEDIES IN ENFORCING THIS GUARANTY, UNDER WHICH GUARANTOR'S LIABILITIES SHALL
REMAIN INDEPENDENT AND UNCONDITIONAL.
GUARANTOR AGREES AND ACKNOWLEDGES THAT
BUYER'S EXERCISE (OR WAIVER OR RELEASE) OF CERTAIN OF SUCH RIGHTS OR REMEDIES
MAY AFFECT OR ELIMINATE GUARANTOR'S RIGHT OF SUBROGATION OR RECOVERY