AND UNTIL ALL GUARANTIED OBLIGATIONS HAVE BEEN
PAID IN FULL AND ALL PERIODS WITHIN WHICH SUCH PAYMENTS MAY BE SET ASIDE OR
INVALIDATED HAVE EXPIRED.
GUARANTOR ACKNOWLEDGES THAT GUARANTOR HAS RECEIVED
ADEQUATE CONSIDERATION FOR EXECUTION OF THIS GUARANTY BY VIRTUE OF BUYER'S
ENTERING INTO THE TRANSACTIONS (WHICH BENEFITS GUARANTOR, AS AN OWNER OR
PRINCIPAL OF SELLER) AND GUARANTOR DOES NOT REQUIRE OR EXPECT, AND IS NOT
ENTITLED TO, ANY OTHER RIGHT OF REIMBURSEMENT AGAINST SELLER AS CONSIDERATION
FOR THIS GUARANTY.
(B)
DEFERRAL OF SUBROGATION AND CONTRIBUTION.
GUARANTOR AGREES IT SHALL HAVE
NO RIGHT OF SUBROGATION AGAINST SELLER OR BUYER, NO RIGHT OF SUBROGATION AGAINST
ANY SECURITY UNLESS AND UNTIL IN BUYER'S REASONABLE DETERMINATION: (A) SUCH
RIGHT OF SUBROGATION DOES NOT VIOLATE (OR OTHERWISE PRODUCE ANY RESULT ADVERSE
TO BUYER UNDER) ANY APPLICABLE LAW, INCLUDING ANY BANKRUPTCY OR INSOLVENCY LAW;
(B) ALL AMOUNTS DUE UNDER THE REPURCHASE DOCUMENTS HAVE BEEN PAID IN FULL; (C)
ALL PERIODS WITHIN WHICH SUCH PAYMENT MAY BE SET ASIDE OR INVALIDATED HAVE
EXPIRED; AND (D) BUYER HAS RELEASED, TRANSFERRED OR DISPOSED OF ALL OF ITS
RIGHT, TITLE AND INTEREST IN ALL SECURITY (SUCH DEFERRAL OF GUARANTOR'S
SUBROGATION AND CONTRIBUTION RIGHTS, THE "SUBROGATION DEFERRAL").
(C)
EFFECT OF INVALIDATION.
TO THE EXTENT THAT A COURT OF COMPETENT
JURISDICTION DETERMINES THAT GUARANTOR'S SUBROGATION DEFERRAL IS VOID OR
VOIDABLE FOR ANY REASON, GUARANTOR AGREES, NOTWITHSTANDING ANY ACTS OR OMISSIONS
BY BUYER THAT GUARANTOR'S RIGHTS OF SUBROGATION AGAINST SELLER OR BUYER AND
GUARANTOR'S RIGHT OF SUBROGATION AGAINST ANY SECURITY
6
shall at all times be junior and subordinate to Buyer's rights against Seller
and to Buyer's right, title, and interest in such Security.
(D)
CLAIMS IN INSOLVENCY PROCEEDING.
GUARANTOR SHALL NOT FILE ANY CLAIM IN ANY
INSOLVENCY PROCEEDING AFFECTING SELLER UNLESS GUARANTOR SIMULTANEOUSLY ASSIGNS
AND TRANSFERS SUCH CLAIM TO BUYER, WITHOUT CONSIDERATION, PURSUANT TO
DOCUMENTATION FULLY SATISFACTORY TO BUYER.
GUARANTOR SHALL AUTOMATICALLY BE
DEEMED TO HAVE ASSIGNED AND TRANSFERRED SUCH CLAIM TO BUYER WHETHER OR NOT
GUARANTOR EXECUTES DOCUMENTATION TO SUCH EFFECT, AND BY EXECUTING THIS GUARANTY
HEREBY AUTHORIZES BUYER (AND GRANTS BUYER A POWER OF ATTORNEY COUPLED WITH AN
INTEREST, AND HENCE IRREVOCABLE) TO EXECUTE AND FILE SUCH ASSIGNMENT AND
TRANSFER DOCUMENTATION ON GUARANTOR'S BEHALF.
BUYER SHALL HAVE THE SOLE RIGHT
TO VOTE, RECEIVE DISTRIBUTIONS, AND EXERCISE ALL OTHER RIGHTS WITH RESPECT TO
ANY SUCH CLAIM, PROVIDED, HOWEVER, THAT IF AND WHEN THE GUARANTIED OBLIGATIONS
HAVE BEEN PAID IN FULL BUYER SHALL RELEASE TO GUARANTOR ANY FURTHER PAYMENTS
RECEIVED ON ACCOUNT OF ANY SUCH CLAIM.
12.
WAIVER DISCLOSURE.
GUARANTOR ACKNOWLEDGES
THAT PURSUANT TO THIS GUARANTY, GUARANTOR HAS WAIVED A SUBSTANTIAL NUMBER OF
DEFENSES THAT GUARANTOR MIGHT OTHERWISE UNDER SOME CIRCUMSTANCE(S) BE ABLE TO
ASSERT AGAINST GUARANTOR'S LIABILITY TO BUYER.
GUARANTOR ACKNOWLEDGES AND
CONFIRMS THAT GUARANTOR HAS SUBSTANTIAL EXPERIENCE AS A SOPHISTICATED
PARTICIPANT IN SUBSTANTIAL COMMERCIAL MORTGAGE-BACKED SECURITIES TRANSACTIONS
AND IS FULLY FAMILIAR WITH THE LEGAL CONSEQUENCES OF SIGNING THIS OR ANY OTHER
GUARANTY.
IN ADDITION, GUARANTOR IS REPRESENTED BY COMPETENT COUNSEL.
GUARANTOR HAS OBTAINED FROM SUCH COUNSEL, AND UNDERSTOOD,