Common use of Invalidity of Guaranteed Obligations Clause in Contracts

Invalidity of Guaranteed Obligations. The invalidity, illegality, irregularity or unenforceability of all or any part of this Guaranty, the Mortgage Loan Documents, or of any of the Loan Documents, or of any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations for any reason whatsoever, including, without limitation, the fact that (i) the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, is ultra xxxxx, (iii) the officers or representatives executing the Loan Documents or the Mortgage Loan Documents or any other document or agreement executed in connection with the creating of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, acted in excess of their authority, (iv) the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (v) any Borrower, any Mortgaged property Owner or Guarantor has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations wholly or partially uncollectible, (vi) the creation, performance or repayment of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof (or the execution, delivery and performance of any document or instrument representing the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, or executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or given to secure the repayment of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof), is illegal, uncollectible, legally impossible or unenforceable or (vii) any of the Loan Documents or Mortgage Loan Documents or any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, has been forged or otherwise are irregular or not genuine or authentic.

Invalidity of Guaranteed Obligations. The invalidity, illegality, irregularity or unenforceability of all or any part of this Guaranty, the Mortgage Loan Documents, Guaranty or of any of the Loan Documents, or of any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations for any reason whatsoever, including, without limitation, the fact that (i) the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, is ultra xxxxx, (iii) the officers or representatives executing the Loan Documents or the Mortgage Loan Documents or any other document or agreement executed in connection with the creating of the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, acted in excess of their authority, (iv) the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (v) any Borrower, any Mortgaged property Owner Borrower or Guarantor has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations wholly or partially uncollectible, except for the defense of the actual timely payment of the Guaranteed Obligations, (vi) the creation, performance or repayment of the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof (or the execution, delivery and performance of any document or instrument representing the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, or executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or given to secure the repayment of the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof), is illegal, uncollectible, legally impossible or unenforceable or (vii) any of the Loan Documents or Mortgage Loan Documents or any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, has been forged or otherwise are irregular or not genuine or authentic.

Invalidity of Guaranteed Obligations. The invalidity, illegality, irregularity or unenforceability of all or any part of this Guaranty, the Mortgage Loan Documents, Documents or of any of the Mortgage Loan Documents, or of any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations for any reason whatsoever, including, without limitation, including the fact that (i) the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, is ultra xxxxxvxxxx, (iii) the officers or representatives executing the Loan Documents or Documents, the Mortgage Loan Documents or any other document or agreement executed in connection with the creating of the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, acted in excess of their authority, (iv) the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (v) any Borrower, any Mortgaged property Property Owner or Guarantor has valid defensesdefenses (other than the defense of payment), claims or offsets (whether at law, in equity or by agreement) which that render the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations wholly or partially uncollectible, (vi) the creation, performance or repayment of the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof (or the execution, delivery and performance of any document or instrument representing the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, or executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or given to secure the repayment of the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof), is illegal, uncollectible, legally impossible or unenforceable or (vii) any of the Loan Documents or Documents, the Mortgage Loan Documents or any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, has been forged or otherwise are irregular or not genuine or authentic.

Invalidity of Guaranteed Obligations. The invalidity, illegality, irregularity illegality or unenforceability of all or any part of this Guaranty, the Mortgage Loan DocumentsGuaranteed Obligations, or of any of the Loan Documents, or of any other document or agreement executed in connection with the IndebtednessGuaranteed Obligations, the indebtedness under the Mortgage Loan or the Guaranteed Obligations for any reason whatsoever, including, including without limitation, limitation the fact that (ia) the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (iib) the act of creating the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, Obligations or any part thereof, thereof is ultra xxxxx, (iiic) the officers or representatives executing the Loan Documents Agreement or the Mortgage other Loan Documents or any other document or agreement executed in connection with the otherwise creating of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, Obligations acted in excess of their authority, (ivd) the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ve) any Borrower, any Mortgaged property Owner other Relevant Party or Guarantor others liable for amounts due under the Obligations or the Guaranteed Obligations has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations wholly or partially uncollectibleuncollectible from such Relevant Party or others liable for amounts due under the Obligations or the Guaranteed Obligations, other than the payment (in full) of the Obligations and/or the Guaranteed Obligations, (vif) the creation, performance or repayment of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof Obligations (or the execution, delivery and performance of any document or instrument representing the Indebtedness, the indebtedness under the Mortgage Loan or part of the Guaranteed Obligations, or any part thereof, Obligations or executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or given to secure the repayment of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof), ) is illegal, uncollectibleuncollectible or unenforceable, legally impossible or unenforceable or (viig) the Loan Agreement or any of the other Loan Documents or Mortgage Loan Documents or any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, has have been forged or otherwise are irregular or not genuine or authentic, it being agreed that the Guarantor shall remain liable hereon regardless of whether any other Relevant Party or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason other than the payment (in full in cash) of the Obligations and/or the Guaranteed Obligations.

Invalidity of Guaranteed Obligations. The invalidity, illegality, irregularity or unenforceability of all or any part of this Guaranty, the Mortgage Loan Documents, Guaranty or of any of the Loan Documents, or of any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations for any reason whatsoever, including, without limitation, including the fact that (i) the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, is ultra xxxxx, (iii) the officers or representatives executing the Loan Documents or the Mortgage Loan Documents or any other document or agreement executed in connection with the creating of the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, acted in excess of their authority, (iv) the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (v) any Borrower, any Mortgaged property Owner Borrower or Guarantor has valid defensesdefenses (except the defense of actual payment in full of the applicable Guaranteed Obligations), claims or offsets (whether at law, in equity or by agreement) which that render the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations wholly or partially uncollectible, (vi) the creation, performance or repayment of the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof (or the execution, delivery and performance of any document or instrument representing the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, or executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or given to secure the repayment of the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof), is illegal, uncollectible, legally impossible or unenforceable or (vii) any of the Loan Documents or Mortgage Loan Documents or any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, has been forged or otherwise are irregular or not genuine or authentic.

Invalidity of Guaranteed Obligations. The invalidity, illegality, irregularity illegality or unenforceability of all or any part of this Guaranty, the Mortgage Loan DocumentsGuaranteed Obligations, or of any of the Loan Documents, or of any other document or agreement executed in connection with the IndebtednessGuaranteed Obligations, the indebtedness under the Mortgage Loan or the Guaranteed Obligations for any reason whatsoever, including, including without limitation, limitation the fact that (ia) the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (iib) the act of creating the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, Obligations or any part thereof, thereof is ultra xxxxx, (iiic) the officers or representatives executing the Note, the Mortgage, the Loan Agreement or the other Loan Documents or the Mortgage Loan Documents or any other document or agreement executed in connection with the otherwise creating of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, Obligations acted in excess of their authority, (ivd) the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ve) any Borrower, any Mortgaged property Owner Borrower or Guarantor Operating Lessee has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations wholly or partially uncollectibleuncollectible from Borrower or Operating Lessee other than the payments on the Loan made by Borrower or Operating Lessee, (vif) the creation, performance or repayment of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof Obligations (or the execution, delivery and performance of any document or instrument representing the Indebtedness, the indebtedness under the Mortgage Loan or part of the Guaranteed Obligations, or any part thereof, Obligations or executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or given to secure the repayment of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof), ) is illegal, uncollectibleuncollectible or unenforceable, legally impossible or unenforceable or (viig) the Note, the Mortgage, the Loan Agreement or any of the other Loan Documents or Mortgage Loan Documents or any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, has have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower, Operating Lessee or any other person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Invalidity of Guaranteed Obligations. The invalidity, illegality, irregularity or unenforceability of all or any part of this Guaranty, the Mortgage Loan Documents, Guaranty or of any of the Loan Documents, or of any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations for any reason whatsoever, including, without limitation, the fact that (i) the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, is ultra xxxxxvxxxx, (iii) the officers or representatives executing the Loan Documents or the Mortgage Loan Documents or any other document or agreement executed in connection with the creating of the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, acted in excess of their authority, (iv) the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (v) any Borrower, any Mortgaged property Owner Borrower or Guarantor has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations wholly or partially uncollectible, (vi) the creation, performance or repayment of the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof (or the execution, delivery and performance of any document or instrument representing the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, or executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or given to secure the repayment of the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof), is illegal, uncollectible, legally impossible or unenforceable or (vii) any of the Loan Documents or Mortgage Loan Documents or any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan Indebtedness or the Guaranteed Obligations, or any part thereof, has been forged or otherwise are irregular or not genuine or authentic.

Invalidity of Guaranteed Obligations. The invalidity, illegality, irregularity illegality or unenforceability of all or any part of this Guaranty, the Mortgage Loan DocumentsGuaranteed Obligations, or of any of the Loan Documents, or of any other document or agreement executed in connection with the IndebtednessGuaranteed Obligations, the indebtedness under the Mortgage Loan or the Guaranteed Obligations for any reason whatsoever, including, without limitation, the fact that (ia) the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, exceeds exceed the amount permitted by law, (iib) the act of creating the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, Obligations or any part thereof, thereof is ultra xxxxxvxxxx, (iiic) the officers or representatives executing the Note, the Pledge Agreement, the Loan Documents or Agreement, the other Loan Documents, the Mortgage Loan Documents or any other document or agreement executed in connection with the creating of the IndebtednessDocuments, the indebtedness under First Mezzanine Loan Documents, the Mortgage Second Mezzanine Loan Documents, or otherwise creating the Guaranteed Obligations, or any part thereof, Obligations acted in excess of their authority, (ivd) the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ve) any Borrower, any Mortgaged property Owner or Guarantor Borrower has valid defensesdefenses (other than the payment of the Guaranteed Obligations), claims or offsets (whether at law, in equity or by agreement) which render the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations wholly or partially uncollectibleuncollectible from any Borrower, (vif) the creation, performance or repayment of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof Obligations (or the execution, delivery and performance of any document or instrument representing the Indebtedness, the indebtedness under the Mortgage Loan or part of the Guaranteed Obligations, or any part thereof, Obligations or executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or given to secure the repayment of the IndebtednessGuaranteed Obligations) is illegal, uncollectible or unenforceable, or (g) the Note, the indebtedness under Pledge Agreement, the Loan Agreement, any of the other Loan Documents, the Mortgage Loan or Documents, the Guaranteed Obligations, or any part thereof), is illegal, uncollectible, legally impossible or unenforceable or (vii) any of the First Mezzanine Loan Documents or Mortgage the Second Mezzanine Loan Documents or any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, has have been forged or otherwise are irregular or not genuine or authentic, it being agreed that each Guarantor shall remain jointly and severally (except as otherwise expressly provided in the proviso at the end of Section 1.2(c) hereof) liable hereon regardless of whether any Borrower, any other Guarantor or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Invalidity of Guaranteed Obligations. The invalidity, illegality, irregularity illegality or unenforceability of all or any part of this Guaranty, the Mortgage Loan Documents, Guaranteed Obligations or of any of the Loan Documents, or of any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations for any reason whatsoever, including, including without limitation, limitation the fact that (i) the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (ii) the act of creating the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, Obligations or any part thereof, thereof is ultra xxxxx, (iii) the officers or representatives executing the Mortgage Loan Documents or Agreement, the Mezzanine Loan Agreement, the Mortgage Note, the Mezzanine Note, the Pledge Agreement, any other Mortgage Loan Documents Document, Mezzanine Loan Document or any other document Lease Document or agreement executed in connection with the otherwise creating of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, Obligations acted in excess of their authority, (iv) the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (v) any Borrower, any Mortgaged property Owner or Guarantor Obligor has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations wholly or partially uncollectibleuncollectible from such Obligor, (vi) the creation, performance or repayment of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof Obligations (or the execution, delivery and performance of any document or instrument representing the Indebtedness, the indebtedness under the Mortgage Loan or part of the Guaranteed Obligations, or any part thereof, Obligations or executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, Obligations or given to secure the repayment of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof), ) is illegal, uncollectibleuncollectible or unenforceable, legally impossible or unenforceable or (vii) any of the Loan Documents or Mortgage Loan Documents or any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan or Agreement, the Guaranteed ObligationsMezzanine Loan Agreement, the Mortgage Note, the Mezzanine Note, the Pledge Agreement, any other Mortgage Loan Document, Mezzanine Loan Document or any part thereof, has Lease Document have been forged or otherwise are irregular or not genuine or authentic, it being agreed that each Guarantor shall remain liable hereon regardless of whether any Obligor or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Invalidity of Guaranteed Obligations. The This Guaranty and the obligations of Guarantor hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination as a result of the invalidity, illegality, irregularity illegality or unenforceability of all or any part of this Guaranty, the Mortgage Loan DocumentsGuaranteed Obligations, or of any of the Loan Documents, or of any other document or agreement executed in connection with the IndebtednessGuaranteed Obligations, the indebtedness under the Mortgage Loan or the Guaranteed Obligations for any reason whatsoever, including, including without limitation, limitation the fact that (i) the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (ii) the act obligations of creating the IndebtednessGuarantor hereunder are, the indebtedness under the Mortgage Loan or the Guaranteed Obligationsin any respect, or any part thereof, is ultra xxxxxmore burdensome than permitted by law, (iii) the officers or representatives executing the Loan Documents or the Mortgage Loan Documents or any other document or agreement executed in connection with the act of creating of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, Obligations or any part thereofthereof is ultra vires, (iv) the officers or represenxxxxxes executing the Promissory Notes, the Reimbursement Agreement or the other Related Documents or otherwise creating the Guaranteed Obligations acted in excess of their authority, (ivv) the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (vvi) any Borrower, any Mortgaged property Owner WRP or Guarantor the Bond Issuer has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations wholly or partially uncollectibleuncollectible from any Account Party, including, without limitation, any defense arising by reason of the incapacity or any disability of an Account Party, (vivii) the creation, performance or repayment of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof Obligations (or the execution, delivery and performance of any document or instrument representing the Indebtedness, the indebtedness under the Mortgage Loan or part of the Guaranteed Obligations, or any part thereof, Obligations or executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or given to secure the repayment of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof), ) is illegal, uncollectibleuncollectible or unenforceable, legally impossible (viii) any term of this Guaranty which is or unenforceable may be in conflict with any principles or provisions of law, statutory or otherwise, (ix) the Guarantor's obligations hereunder qualify or may qualify, for any reason, for any legal or equitable discharge, or (viiix) the Promissory Notes, the Reimbursement Agreement or any of the Loan other Related Documents or Mortgage Loan Documents or any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, has have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether any Account Party or any other person be found not liable on the Guaranteed Obligations or any part thereof for any reason, whether or not Guarantor shall have had notice of any of the foregoing.

Invalidity of Guaranteed Obligations. The invalidity, illegality, irregularity illegality or unenforceability against Borrower or any other Person at any time liable for the payment of all or any part of this Guaranty, the Mortgage Loan Documents, or of any of the Loan Documents, Obligations or of the Guaranteed Obligations or any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan Obligations or the Guaranteed Obligations for any reason whatsoever, including, without limitation, the fact that (ia) the Indebtedness, the indebtedness under the Mortgage Loan Obligations or the Guaranteed Obligations, Obligations or any part thereof, thereof exceeds the amount permitted by law, (iib) the act of creating the Indebtedness, the indebtedness under the Mortgage Loan Obligations or the Guaranteed Obligations, Obligations or any part thereof, thereof is ultra xxxxx, (iiic) the officers or representatives executing the Loan Documents Agreement, the Mortgage, or the Mortgage any other Loan Documents or any other document or agreement executed in connection with otherwise creating the creating of the Indebtedness, the indebtedness under the Mortgage Loan Obligations or the Guaranteed Obligations, or any part thereof, Obligations acted in excess of their authority, (ivd) the Indebtedness, the indebtedness under the Mortgage Loan Obligations or the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ve) Borrower or any Borrower, other Person at any Mortgaged property Owner time liable for the payment of all or Guarantor part of the Loan Obligations or the Guaranteed Obligations has valid defensesdefenses (other than payment), claims or offsets (whether at law, in equity or by agreement) which render the Indebtedness, the indebtedness under the Mortgage Loan Obligations or the Guaranteed Obligations wholly or partially uncollectibleunenforceable against or uncollectible from Borrower or any other Person at any time liable for the payment of all or part of the Loan Obligations or the Guaranteed Obligations, (vif) the creation, performance or repayment of the Indebtedness, the indebtedness under the Mortgage Loan Obligations or the Guaranteed Obligations, or any part thereof Obligations (or the execution, delivery and performance of any document or instrument representing part of the Indebtedness, the indebtedness under the Mortgage Loan Obligations or the Guaranteed Obligations, or any part thereof, Obligations or executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan Obligations or the Guaranteed Obligations, Obligations or given to secure the repayment of the Indebtedness, the indebtedness under the Mortgage Loan Obligations or the Guaranteed Obligations, or any part thereof), ) is illegal, uncollectibleuncollectible or unenforceable, legally impossible or unenforceable or (viig) the Loan Agreement, the Mortgage or any of the other Loan Documents or Mortgage Loan Documents or any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, has have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Loan Obligations or the Guaranteed Obligations or any part thereof for any reason (other than by reason of payment in full thereof).

Invalidity of Guaranteed Obligations. The invalidity, illegality, irregularity illegality or unenforceability of all or any part of this Guaranty, the Mortgage Loan DocumentsGuaranteed Obligations, or of any of the Loan Documents, or of any other document or agreement executed in connection with the IndebtednessGuaranteed Obligations, the indebtedness under the Mortgage Loan or the Guaranteed Obligations for any reason whatsoever, including, including without limitation, limitation the fact that (ia) the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (iib) the act of creating the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, Obligations or any part thereof, thereof is ultra xxxxx, (iiic) the officers or representatives executing the Note, any Mortgage, the Loan Agreement or the other Loan Documents or the Mortgage Loan Documents or any other document or agreement executed in connection with the otherwise creating of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, Obligations acted in excess of their authority, (ivd) the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ve) any Borrower, any Mortgaged property Owner Borrower or Guarantor Operating Lessee has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations wholly or partially uncollectibleuncollectible from Borrower or Operating Lessee other than the payments on the Loan made by Borrower or Operating Lessee, (vif) the creation, performance or repayment of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof Obligations (or the execution, delivery and performance of any document or instrument representing the Indebtedness, the indebtedness under the Mortgage Loan or part of the Guaranteed Obligations, or any part thereof, Obligations or executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or given to secure the repayment of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof), ) is illegal, uncollectibleuncollectible or unenforceable, legally impossible or unenforceable or (viig) the Note, any Mortgage, the Loan Agreement or any of the other Loan Documents or Mortgage Loan Documents or any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, has have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower, Operating Lessee or any other person be found not liable on the Guaranteed Obligations or any part thereof for any reason.

Invalidity of Guaranteed Obligations. The invalidity, illegality, irregularity illegality or unenforceability of all or any part of this Guaranty, the Mortgage Loan DocumentsGuaranteed Obligations, or of any of the Loan Documents, or of any other document or agreement executed in connection with the IndebtednessGuaranteed Obligations, the indebtedness under the Mortgage Loan or the Guaranteed Obligations for any reason whatsoever, including, without limitation, the fact that (ia) the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, exceeds exceed the amount permitted by law, (iib) the act of creating the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, Obligations or any part thereof, thereof is ultra xxxxxvxxxx, (iiic) the officers or representatives executing the Note, the Pledge Agreement, the Loan Agreement, the other Loan Documents, the Mortgage Loan Documents, the First Mezzanine Loan Documents or the Mortgage Loan Documents or any other document or agreement executed in connection with the otherwise creating of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, Obligations acted in excess of their authority, (ivd) the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof, violates Obligations violate applicable usury laws, (ve) any Borrower, any Mortgaged property Owner or Guarantor Borrower has valid defensesdefenses (other than the payment of the Guaranteed Obligations), claims or offsets (whether at law, in equity or by agreement) which render the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations wholly or partially uncollectibleuncollectible from any Borrower, (vif) the creation, performance or repayment of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof Obligations (or the execution, delivery and performance of any document or instrument representing the Indebtedness, the indebtedness under the Mortgage Loan or part of the Guaranteed Obligations, or any part thereof, Obligations or executed in connection with the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or given to secure the repayment of the Indebtedness, the indebtedness under the Mortgage Loan or the Guaranteed Obligations, or any part thereof), ) is illegal, uncollectibleuncollectible or unenforceable, legally impossible or unenforceable or (viig) the Note, the Pledge Agreement, the Loan Agreement, any of the other Loan Documents or Documents, the Mortgage Loan Documents or any other document or agreement executed in connection with the Indebtedness, the indebtedness under the Mortgage First Mezzanine Loan or the Guaranteed Obligations, or any part thereof, has Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that each Guarantor shall remain jointly and severally (except as otherwise expressly provided in the proviso at the end of Section 1.2(c) hereof) liable hereon regardless of whether any Borrower, any other Guarantor or any other Person be found not liable on the Guaranteed Obligations or any part thereof for any reason.