Common use of Liability Unimpaired Clause in Contracts

Liability Unimpaired. Guarantors’ liability hereunder shall in no way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of any of the Loan Documents (including any Loan Document executed after the date hereof) or any other instrument made to or with Administrative Agent or the Banks by Guarantors, Borrowers or any Person who succeeds any Borrower as owner of all or part of the Mortgaged Property under the Mortgage executed by it. In addition, Guarantors’ liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Notes or Mortgages or any sale or transfer of all or part of the Mortgaged Property under any of the Mortgages, (iii) any exculpatory provision in any of said instruments limiting the Banks’ recourse to the Mortgaged Property under any or all of the Mortgages or to any other security, or limiting the Banks’ rights to a deficiency judgment against Borrowers, (iv) the release of a Borrower or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the Loan, (vi) the failure to record any of the Mortgages or file any UCC financing statements (or the improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan, (vii) the invalidity, irregularity, unenforceability or uncollectibility, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks in connection with the Loan, (viii) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or Guarantor or (ix) any other action or circumstance whatsoever which constitutes, or might be construed to constitute, a legal or equitable discharge or defense of any Borrower or Guarantor for their respective obligations under any of the Loan Documents or of Guarantors under this Guaranty; and, in any such case, whether with or without notice to Guarantors and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgages.

Liability Unimpaired. Guarantors’ Guarantor's liability hereunder shall in no way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of any of this Agreement, the Loan Documents (including any Loan Document executed after Purchase Agreement or the date hereof) Xxxxx Lease by Purchaser or any other instrument made to or with Administrative Agent or the Banks by Guarantors, Borrowers or any Person person who succeeds any Borrower Purchaser as owner of all or part of the Mortgaged Property under the Mortgage executed by itProperty. In addition, Guarantors’ Guarantor's liability hereunder shall in no way be limited or impaired by, and Guarantor waives any defenses, excuse or other right arising by reason of, (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Notes or Mortgages or any sale or transfer of all or any part of the Mortgaged Property under any of or the MortgagesXxxxx Lease, (iii) any exculpatory provision in any of said instruments limiting the Banks’ recourse to the Mortgaged Property under any or all of the Mortgages or to any other security, or limiting the Banks’ rights to a deficiency judgment against Borrowers, (iv) the release of a Borrower Seller or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (iv) Purchaser’s acceptance of any money or property in partial satisfaction of the obligations hereby guaranteed, (v) the release Purchaser’s delay in pursuing any right, power, privilege or substitution in whole remedy or in part of any security for the Loan, (vi) the failure to record any of the Mortgages or file any UCC financing statements (or the improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan, (vii) the invalidity, irregularity, unenforceability or uncollectibility, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks in connection with the Loan, (viii) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or Guarantor or (ix) any other action or circumstance whatsoever which constitutes, or might be construed to constitute, a legal or equitable discharge or defense of any Borrower or Guarantor Seller Party for their respective its obligations under any of the Loan Documents or of Guarantors under this GuarantyAgreement; and, in any such case, whether with or without notice to Guarantors Guarantor and with or without consideration. Each Guarantor’s obligations and liabilities under this Agreement are absolute, independent of and regardless of any defenses, counterclaims, set-offs, cross-claims or other claims which Guarantor acknowledges may now have or at any time hereafter have against Seller or Purchaser or any other person, firm, corporation for any reason whatsoever. Guarantor further agrees that it any such defenses, counterclaims, set-offs, cross-claims or other claims which Guarantor may have now, or at any time hereafter have, shall not be enforceable in any independent action which would interfere with or in any way reduce the obligations owed by Guarantor under this Agreement. Guarantor unconditionally waives: (a) any right to assert or claim that Guarantor is deriving substantial benefit exonerated by any action taken by Purchaser which impairs Guarantor’s rights to be subrogated to Purchaser’s rights against any Seller Party; (b) the right to enforce any remedies that Purchaser now has, or later may have, against Seller until such time as all obligations of Seller (to Purchaser) under this Agreement have been satisfied and the Master Agreement shall no longer be in effect until the earlier of (1) payment in full from all obligations of Seller to Purchaser under this Agreement, and (2) the making date when the Master Agreement expires or terminates or is no longer in effect; (c) any right to participate in, proceed against, or exhaust any security now or later held by Purchaser; (d) all presentments, demands for performance, notices of non-performance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Agreement; (e) all notices of the Loan existence, creation or incurrence of new or additional obligations under this Agreement; (f) any duty of Purchaser to advise Guarantor of any information known to Purchaser regarding the financial condition of Seller or any other Seller Party; (h) the right to proceed against Seller or pursue any particular remedy in Purchaser’s power; (i) any defense by reason of any disability of Seller and thatany other defense based upon the termination of Seller’s ability to perform under this Agreement from any cause (other than Seller’s payment and performance in full of its obligations to Purchaser under this Agreement); (j) any right or defense arising by reason of any claim or defense based upon an election or remedies by Purchaser; and (k) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement hereof. Guarantor expressly waives any rights or defenses that are or may become available to Guarantor under, consequentlyor arising directly or indirectly by reason of, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting any of the Mortgagesprovisions of Sections 2787 through and including Section 2855 the Civil Code of California, as recodified from time to time.

Liability Unimpaired. Guarantors’ Except as specifically limited herein, Guarantor’s liability hereunder for the Guarantor Obligations shall in no way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of any of the Loan Documents (including any Loan Document executed after the date hereof) or any other instrument made to or with Administrative Agent Lender by Borrower or the Banks by Guarantors, Borrowers or any Person who succeeds any Borrower as owner of all or part of the Mortgaged Property under the Mortgage executed by itGuarantor. In addition, Guarantors’ Guarantor’s liability hereunder for the Guarantor Obligations shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documentsthe Loan Documents, (ii) any sale, sale or assignment of the Loan Documents or foreclosure of the Notes or Mortgages Mortgage or any sale or transfer of all or part of the Mortgaged Property under any of Project Premises covered by the MortgagesMortgage, (iii) any exculpatory provision in any of said instruments limiting the Banks’ Lender’s recourse to the Mortgaged Property under any or all of the Mortgages Project Premises or to any other security, or limiting the Banks’ Lender’s rights to a deficiency judgment against BorrowersBorrower, (iv) the release of a Borrower or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments the Loan Documents by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the Loan, (vi) the Lender’s failure to record any of the Mortgages Mortgage or file any UCC financing statements (or the Lxxxxx’s improper recording or filing of any thereofsame) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan, (vii) the invalidity, irregularity, unenforceability irregularity or uncollectibilityunenforceability, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks Lender in connection with the Loan, (viii) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization inaccuracy of any of the representations and warranties made by Borrower in the Loan Agreement, the Mortgage, the other Loan Documents or Guarantor any disbursement certificates or requests for disbursements made under the Loan Agreement, or (ix) any other action or circumstance whatsoever which constitutes, or might be construed to constitute, a legal or equitable discharge or defense (except full payment and satisfaction) of any Borrower or Guarantor for their respective its obligations under any of the Loan Documents or of Guarantors Guarantor under this Guaranty, it being the intention of Guarantor that the obligations of Guarantor for the Guarantor Obligations hereunder are absolute, unconditional and irrevocable to the extent provided in Section 2.1 herein and except as otherwise provided herein; and, in any such case, whether with or without notice to Guarantors Guarantor and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgages.

Liability Unimpaired. Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of any of the Loan Documents (including any Loan Document executed after the date hereof) or any other instrument made to or with Administrative Agent Lender by Borrower or the Banks by GuarantorsGuarantor, Borrowers or any Person who succeeds any Borrower as owner of all or part of the Mortgaged Property under prior to foreclosure of the Mortgage executed by itor exercise of any power of sale contained therein. In addition, Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Notes Note or Mortgages Mortgage or any sale or transfer of all or part of the Mortgaged Property under any of property covered by the MortgagesMortgage, (iii) any exculpatory provision in any of said instruments limiting the Banks’ Lender’s recourse to the Mortgaged Property under any or all of the Mortgages or to any other security, or limiting the Banks’ Lender’s rights to a deficiency judgment against BorrowersBorrower, (iv) the release of a Borrower or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the Loan, (vi) the Lender’s failure to record any of the Mortgages Mortgage or file any UCC financing statements (or the Lender’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan, (vii) the invalidity, irregularity, unenforceability irregularity or uncollectibilityunenforceability, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks Lender in connection with the Loan, except to the extent that there is a final adjudication by a court of competent jurisdiction of a valid defense to Borrower’s obligations under the Loan Documents to payment of the Indebtedness (as defined in the Mortgage), (viii) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization inaccuracy of any of the representations and warranties made by Borrower in the Mortgage or Guarantor the other Loan Documents or (ix) any other action or circumstance whatsoever which that constitutes, or might be construed to constitute, a legal or equitable discharge or defense (except full payment and satisfaction) of any Borrower or Guarantor for their respective its obligations under any of the Loan Documents or of Guarantors Guarantor under this Guaranty; and, in any such case, whether with or without notice to Guarantors Guarantor and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgages.

Liability Unimpaired. Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of any of the Loan Documents (including any Loan Document executed after the date hereof) or Lease and/or any other instrument made to or with Administrative Agent or the Banks by Guarantors, Borrowers or any Person who succeeds any Borrower as owner of all or part of the Mortgaged Property under the Mortgage instrument(s) executed by itTenant, for the benefit of Landlord, in connection with the Lease (collectively, the “Lease Documents”). This Guaranty is a guaranty of payment and performance when due and not of collection with respect to the Payment Guaranteed Obligations. With respect to the Collection Guaranteed Obligations, this Guaranty is a guaranty of collection only and the Guarantor shall be obligated to make payments hereunder only after (i) Landlord has reduced its claims with respect to the Guaranteed Collection Obligations to a final non-appealable judgment and execution has been partially or wholly returned unsatisfied, (ii) Landlord has obtained a restraining order, injunction or other equitable relief and Tenant has not promptly complied therewith, (iii) Tenant has become insolvent, or (iv) it has become otherwise apparent after reasonable due diligence that it is, and will be, useless or futile for Landlord to proceed against Tenant. In addition, Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by (ix) any extensions of time for performance required by any of said documents, (iiy) any sale, assignment or foreclosure Transfer of the Notes or Mortgages Lease or any sale or transfer of all or part of the Mortgaged Property under any Demised Premises not in violation of the Mortgages, (iii) any exculpatory provision in any of said instruments limiting the Banks’ recourse to the Mortgaged Property under any or all of the Mortgages or to any other securityLease, or limiting the Banks’ rights to a deficiency judgment against Borrowers, (ivz) the release of a Borrower Tenant or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the Loan, (vi) the failure to record any of the Mortgages or file any UCC financing statements (or the improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan, (vii) the invalidity, irregularity, unenforceability or uncollectibility, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks in connection with the Loan, (viii) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or Guarantor or (ix) any other action or circumstance whatsoever which constitutes, or might be construed to constitute, a legal or equitable discharge or defense of any Borrower or Guarantor for their respective obligations under any of the Loan Documents or of Guarantors under this Guaranty; and, in any such case, whether with or without notice to Guarantors and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgages.

Liability Unimpaired. Until such time as this Guaranty shall terminate pursuant to Section 29 hereof or as otherwise expressly set forth herein, Guarantors’ liability hereunder shall in no way be limited or impaired by, and each Guarantor Guarantors hereby consents consent to and agrees agree to be bound by, any amendment or modification of the provisions of any of the Loan Documents (including any Loan Document executed after the date hereof) or any other instrument made to or with Administrative Agent Bank by Borrower or the Banks by Guarantorsany Guarantor, Borrowers or any Person who succeeds any Borrower as owner of all or part of the Mortgaged Property under Premises prior to foreclosure of the Mortgage executed by itor exercise of any power of sale contained therein. In addition, until such time as this Guaranty shall terminate pursuant to Section 29 hereof, Guarantors’ liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Notes or Mortgages Mortgage or any sale or transfer of all or part of the Mortgaged Property under any of property secured by the MortgagesMortgage, (iii) any exculpatory provision in any of said instruments limiting the Banks’ Bank’s recourse to the Mortgaged Property under any or all of the Mortgages Premises or to any other security, or limiting the Banks’ Bank’s rights to a deficiency judgment against BorrowersBorrower, (iv) the release of a Borrower or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the Loan, (vi) the Bank’s failure to record any of the Mortgages Mortgage or file any UCC financing statements (or the Bank’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan, (vii) the invalidity, irregularity, unenforceability irregularity or uncollectibilityunenforceability, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks Bank in connection with the Loan, except to the extent that there is a final adjudication by a court of competent jurisdiction of a valid defense to Borrower’s obligations under the Loan Documents to payment of the Indebtedness (as defined in the Mortgage), (viii) any proceedingsamendment, voluntary modification or involuntarysupplement to the Project Cost Statement, regarding Hard Cost Statement, Loan Budget Amounts, the insolvencyGeneral Contract, bankruptcyany Major Subcontract (each as defined in the Loan Agreement), dissolutionany construction management agreement or any other construction documents relating to the Improvements, liquidation or reorganization any extensions or changes of the Completion Date (as defined in the Loan Agreement) or any schedule with respect to the construction of the Improvements, (ix) the material inaccuracy of any of the representations and warranties made by Borrower in the Loan Agreement, the Mortgage or Guarantor the other Loan Documents or any disbursement certificates or requests for disbursements made under the Loan Agreement, or (ixx) any other action or circumstance whatsoever which that constitutes, or might be construed to constitute, a legal or equitable discharge or defense (except full payment and satisfaction) of any Borrower or Guarantor for their respective its obligations under any of the Loan Documents or of Guarantors under this Guaranty; and, in any such case, whether with or without notice to Guarantors and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgages.

Liability Unimpaired. Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of any of the Loan Documents (including any Loan Document executed after the date hereof) or any other instrument made to or with Administrative Agent Bank by Borrower, Leasehold Owner or the Banks by GuarantorsGuarantor, Borrowers or any Person (as hereafter defined) who succeeds any Borrower Leasehold Owner as owner of all or part of the Mortgaged Property under Premises prior to foreclosure of the Mortgage executed by itor exercise of any power of sale contained therein. In addition, Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Notes Note or Mortgages Mortgage or any sale or transfer of all or part of the Mortgaged Property under any of property covered by the MortgagesMortgage, (iii) any exculpatory provision in any of said instruments limiting the Banks’ Bank’s recourse to the Mortgaged Property under any or all of the Mortgages Premises or to any other security, or limiting the Banks’ Bank’s rights to a deficiency judgment against BorrowersBorrower, (iv) the release of a Borrower or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the LoanBonds, (vi) the Bank’s failure to record any of the Mortgages Mortgage or file any UCC financing statements (or the Bank’s improper recording or filing of any thereofsame) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the LoanBonds, (vii) the invalidity, irregularity, unenforceability irregularity or uncollectibilityunenforceability, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks Bank in connection with the LoanBonds, except to the extent that there is a final adjudication by a court of competent jurisdiction of a valid defense to Borrower’s obligations under the Loan Documents (viii) any proceedingsamendment, voluntary modification or involuntarysupplement to the Project Cost Statement, regarding Hard Cost Statement, Loan Budget Amounts, the insolvencyGeneral Contract, bankruptcyany Major Subcontract (each defined in the Building Loan Agreement) any construction management agreement or any other construction documents relating to the Improvements, dissolutionor any extensions or changes of the Completion Date (as defined in the Building Loan Agreement) or any schedule with respect to the construction of the Improvements, liquidation or reorganization (ix) the material inaccuracy of any of the representations and warranties made by Borrower in the Loan Documents or Guarantor any disbursement certificates or requests for disbursements made under the Building Loan Agreement, or (ixx) any other action or circumstance whatsoever which constitutes, or might be construed to constitute, a legal or equitable discharge or defense (except full payment and satisfaction) of any Borrower or Guarantor for their respective its obligations under any of the Loan Documents or of Guarantors Guarantor under this Guaranty; and, in any such case, whether with or without notice to Guarantors Guarantor and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making As used herein, “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, any federal, state, county or municipal government or any bureau, department or agency thereof, and any fiduciary acting in such capacity on behalf of any of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgagesforegoing.

Liability Unimpaired. Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, any amendment amendment, extension or modification of the provisions of any of the Loan Documents (including any Loan Document executed after the date hereof) or any other instrument made to or with Administrative Agent Lender by Borrower or the Banks by Guarantorsany other guarantor, Borrowers or any Person who succeeds any Borrower as owner of all or part of any Collateral prior to foreclosure of the Mortgaged Property under the Mortgage executed by itLoan Agreement or exercise of any power of sale contained therein. In addition, Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Notes or Mortgages Loan Agreement or any sale or transfer of all or part of the Mortgaged Property under any of property covered by the MortgagesLoan Agreement, (iii) any exculpatory provision in any of said instruments limiting the Banks’ Lender’s recourse to the Mortgaged Property under any or all of the Mortgages Collateral or to any other security, or limiting the Banks’ Lender’s rights to a deficiency judgment against BorrowersBorrower, (iv) the release of a Borrower or any other Person (including, without limit, any other guarantor) from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the LoanLoans, (vi) the Lender’s failure to record any of the Mortgages Loan Agreement or file any UCC financing statements (or the Lender’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the LoanLoans, (vii) the invalidity, irregularity, unenforceability irregularity or uncollectibilityunenforceability, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks Lender in connection with the LoanLoans, except to the extent that there is a final adjudication by a court of competent jurisdiction of a valid defense to Borrower’s obligations under the Loan Documents to payment of the Indebtedness, (viii) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization inaccuracy of any of the representations and warranties made by Borrower in the Loan Agreement, the other Loan Documents or Guarantor any disbursement certificates or requests for disbursements made under the Loan Agreement, or (ix) any other action or circumstance whatsoever which constitutes, or might be construed to constitute, a legal or equitable discharge or defense (except full payment and satisfaction) of any Borrower or Guarantor for their respective its obligations under any of the Loan Documents or of Guarantors any Guarantor under this GuarantyGuaranty (whether as surety, guarantor or otherwise); and, in any such case, whether with or without notice to Guarantors Guarantor and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgages.

Liability Unimpaired. Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of any of the Loan Documents (including any Loan Document executed after the date hereof) or any other instrument made to or with Administrative Agent or the Banks Lenders by Guarantors, Borrowers or any Person who succeeds any Borrower as owner of all or part of the Mortgaged Property under the Mortgage executed by itBorrower. In addition, Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Notes Note or Mortgages Mortgage or any sale or transfer of all or any part of the Mortgaged Property under any of the MortgagesCollateral, (iii) any exculpatory provision in any of said instruments limiting the BanksLenders’ or Administrative Agent’s recourse to the Mortgaged Property under all or any or all portion of the Mortgages or to any other securityCollateral, or limiting the BanksLenders’ or Administrative Agent’s rights to a deficiency judgment against BorrowersBorrower, (iv) the release of a Borrower or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of all or any security for portion of the LoanCollateral, (vi) the failure to record any of the Mortgages Mortgage or file any UCC financing statements (or the improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan, (vii) the invalidity, irregularity, irregularity or unenforceability as against Borrower or uncollectibilityGuarantor, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks Lenders in connection with the Loan, Loan or (viii) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or Guarantor or (ix) any other action or circumstance whatsoever which constitutes, or might be construed to constitute, a legal or equitable discharge or defense of any Borrower or Guarantor for their respective its obligations under any of the Loan Documents or of Guarantors Guarantor under this Guaranty; and, in any such case, whether with or without notice to Guarantors Guarantor and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgages.

Liability Unimpaired. Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of any of the Loan Documents (including any Loan Document executed after the date hereof) or any other instrument made to or with Administrative Agent Lender by Borrower or the Banks by Guarantorsany other Guarantor, Borrowers or any Person who succeeds any Borrower as owner of all or part of the Mortgaged Property under prior to foreclosure of the Mortgage executed by itSecurity Agreement or exercise of any power of sale contained therein. In addition, Guarantors’ each Guarantor’s liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Notes Note or Mortgages Security Agreement or any sale or transfer of all or part of the Mortgaged Property under any of property covered by the MortgagesSecurity Agreement, (iii) any exculpatory provision in any of said instruments limiting the Banks’ Lender’s recourse to the Mortgaged Property under any or all of the Mortgages or to any other security, or limiting the Banks’ Lender’s rights to a deficiency judgment against BorrowersBorrower, (iv) the release of a Borrower or any other Person person (including, without limit, any other Guarantor) from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the Loan, (vi) the Lender’s failure to record any of the Mortgages Security Agreement or file any UCC financing statements (or the Lender’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan, (vii) the invalidity, irregularity, unenforceability irregularity or uncollectibilityunenforceability, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks Lender in connection with the Loan, except to the extent that there is a final adjudication by a court of competent jurisdiction of a valid defense to Borrower’s obligations under the Loan Documents to payment of the Indebtedness, (viii) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization inaccuracy of any of the representations and warranties made by Borrower in the Security Agreement, the other Loan Documents or Guarantor any disbursement certificates or requests for disbursements made under the Loan Agreement, or (ix) any other action or circumstance whatsoever which constitutes, or might be construed to constitute, a legal or equitable discharge or defense (except full payment and satisfaction) of any Borrower or Guarantor for their respective its obligations under any of the Loan Documents or of Guarantors any Guarantor under this Guaranty; and, in any such case, whether with or without notice to Guarantors each Guarantor and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgages.

Liability Unimpaired. Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, any amendment amendment, extension or modification of the provisions of any of the Loan Facility Documents (including any Loan Document executed after the date hereof) or any other instrument made to or with Administrative Agent or the Banks Lenders by GuarantorsBorrower or any other guarantor, Borrowers or any Person who succeeds any Borrower as owner of all or part of any Collateral prior to foreclosure of the Mortgaged Property under the Mortgage executed by itCredit Agreement or exercise of any power of sale contained therein. In addition, Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Notes or Mortgages Credit Agreement or any sale or transfer of all or part of the Mortgaged Property under any of property covered by the MortgagesCredit Agreement, (iii) any exculpatory provision in any of said instruments limiting the BanksAdministrative Agent or Lenders’ recourse to the Mortgaged Property under any or all of the Mortgages Collateral or to any other security, or limiting the BanksAdministrative Agent or Lenders’ rights to a deficiency judgment against BorrowersBorrower, (iv) the release of a Borrower or any other Person (including, without limit, any other guarantor) from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the LoanAdvances, (vi) the Administrative Agent or any Lender’s failure to record any of the Mortgages Credit Agreement or file any UCC financing statements (or the Administrative Agent or any Lender’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the LoanAdvances or the other Obligations, (vii) the invalidity, irregularity, unenforceability irregularity or uncollectibilityunenforceability, in whole or in part, of any of the Loan Facility Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks Lenders in connection with the LoanAdvances, except to the extent that there is a final adjudication by a court of competent jurisdiction of a valid defense to Borrower’s obligations under the Facility Documents to payment of the Indebtedness, (viii) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization inaccuracy of any of the representations and warranties made by Borrower in the Credit Agreement, the other Facility Documents or Guarantor any disbursement certificates or requests for disbursements made under the Credit Agreement, or (ix) any other action or circumstance whatsoever which constitutes, or might be construed to constitute, a legal or equitable discharge or defense (except full payment and satisfaction) of any Borrower or Guarantor for their respective its obligations under any of the Loan Facility Documents or of Guarantors any Guarantor under this GuarantyGuaranty (whether as surety, guarantor or otherwise); and, in any such case, whether with or without notice to Guarantors Guarantor and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgages.

Liability Unimpaired. Guarantors’ Guarantor's liability hereunder shall in no way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of any of the Loan Documents Agreement, the Security Instrument and all other documents executed and delivered by Borrower, Acadia Investors, New Investor and/or their affiliates to Lenders and/or Administrative Agent in connection with the Credit Facility (including any Loan Document executed after the date hereofAgreement, the Security Instrument and such other documents hereinafter, sometimes, the "Credit Documents") or any other instrument made to or with Administrative Agent or the Banks Lenders by Guarantors, Borrowers Borrower or any Person who succeeds any Borrower as owner to the ownership of all or any part of the Mortgaged Property under the Mortgage executed by itCollateral. In addition, Guarantors’ Guarantor's liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by or resulting from any of said documents, (ii) any sale, assignment or foreclosure of the Notes or Mortgages Security Instrument or any sale or transfer of all or any part of the Mortgaged Property under any of the MortgagesCollateral, (iii) any exculpatory provision in any of said instruments limiting the Banks’ Lenders' or Administrative Agent's recourse to the Mortgaged Property under all or any or all portion of the Mortgages or to any other securityCollateral, or limiting the Banks’ Lenders' or Administrative Agent's rights to a deficiency judgment against BorrowersBorrower, (iv) the release of a Borrower or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of, or any impairment of any Lien on or security for interest in, all or any portion of the LoanCollateral, (vi) the failure to record any of the Mortgages Security Instrument or file any UCC financing statements (or the improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the LoanCredit Facility, (vii) the invalidity, irregularity, unenforceability irregularity or uncollectibilityunenforceability, in whole or in part, of any of the Loan Credit Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks Lenders in connection with the Loan, Credit Facility or (viii) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or Guarantor or (ix) any other action or circumstance whatsoever which constitutes, or might be construed to constitute, a legal or equitable discharge or defense of any Borrower or Guarantor for their respective its obligations under any of the Loan Credit Documents or of Guarantors Guarantor under this Guaranty; and, in any such case, whether with or without notice to Guarantors to, or consent of, Guarantor and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgages.

Liability Unimpaired. Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of any of the Loan Documents (including any Loan Document executed after the date hereof) Documents, or any other instrument or agreement made to or with Administrative Agent Lender or the Banks any of its affiliates, by GuarantorsBorrower or Guarantor, Borrowers or any Person (as hereafter defined) who succeeds any Borrower as owner of all or part of the Mortgaged Property under prior to foreclosure of the Mortgage executed by itor exercise of any power of sale contained therein. In addition, Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Notes Note or Mortgages Mortgage or any sale or transfer of all or part of the Mortgaged Property under any of property covered by the MortgagesMortgage, (iii) any exculpatory provision in any of said instruments documents limiting the Banks’ Lender’s recourse to the Mortgaged Property under any or all of the Mortgages or to any other security, or limiting the Banks’ Lender’s rights to a deficiency judgment against BorrowersBorrower, (iv) the release of a Borrower or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments documents including any other guarantor under this or any other guaranty, for any reason, including by Lender’s election, by operation of law (including, but not limited to the Commodity Exchange Act and any successor statute or any other rule, regulation or order of the Commodity Futures Trading Commission), or otherwise, by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the Loan, (vi) the Lender’s failure to record any of the Mortgages Mortgage or file any UCC financing statements (or the Lender’s improper recording or filing of any thereofsame) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan, (vii) the invalidity, irregularity, unenforceability irregularity or uncollectibilityunenforceability, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks Lender in connection with the Loan, except to the extent that there is a final adjudication by a court of competent jurisdiction of a valid defense to Borrower’s obligations under the Loan Documents to payment of the applicable indebtedness, (viiiix) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization inaccuracy of any of the representations and warranties made by Borrower in the Mortgage or Guarantor the other Loan Documents, or (ixx) any other action or circumstance whatsoever which that constitutes, or might be construed to constitute, a legal or equitable discharge or defense (except full payment and satisfaction) of any Borrower or Guarantor for their respective its obligations under any of the Loan Documents or of Guarantors Guarantor under this Guaranty; and, in any such case, whether with or without notice to Guarantors Guarantor and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making As used herein, “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, any federal, state, county or municipal government or any bureau, department or agency thereof, and any fiduciary acting in such capacity on behalf of any of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgagesforegoing.

Liability Unimpaired. Guarantors’ Guarantor's liability hereunder shall in no way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, any amendment amendment, extension or modification of the provisions of any of the Loan Documents (including any Loan Document executed after the date hereof) or any other instrument made to or with Administrative Agent Lender by Borrower or the Banks by Guarantorsany other guarantor, Borrowers or any Person who succeeds any Borrower as owner of all or part of the Mortgaged Property under Collateral prior to foreclosure of the Mortgage executed by itLoan and Security Agreement or exercise of any power of sale contained therein. In addition, Guarantors’ Guarantor's liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Notes Note or Mortgages Loan and Security Agreement or any sale or transfer of all or part of the Mortgaged Property under any of property covered by the MortgagesLoan and Security Agreement, (iii) any exculpatory provision in any of said instruments limiting the Banks’ Lender's recourse to the Mortgaged Property under any or all of the Mortgages Collateral or to any other security, or limiting the Banks’ Lender's rights to a deficiency judgment against BorrowersBorrower , (iv) the release of a Borrower or any other Person person (including, without limit, any other guarantor) from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the Loan, (vi) the Lender's failure to record any of the Mortgages Loan and Security Agreement or file any UCC financing statements (or the Lender's improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan, (vii) the invalidity, irregularity, unenforceability irregularity or uncollectibilityunenforceability, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks Lender in connection with the Loan, except to the extent that there is a final adjudication by a court of competent jurisdiction of a valid defense to Borrower 's obligations under the Loan Documents to payment of the Indebtedness, (viii) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization inaccuracy of any of the representations and warranties made by Borrower in the Loan and Security Agreement, the other Loan Documents or Guarantor any disbursement certificates or requests for disbursements made under the Loan Agreement, or (ix) any other action or circumstance whatsoever which constitutes, or might be construed to constitute, a legal or equitable discharge or defense (except full payment and satisfaction) of any Borrower or Guarantor for their respective its obligations under any of the Loan Documents or of Guarantors any Guarantor under this GuarantyGuaranty (whether as surety, guarantor or otherwise); and, in any such case, whether with or without notice to Guarantors Guarantor and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgages.

Liability Unimpaired. Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, any amendment amendment, extension or modification of the provisions of any of the Loan Documents (including any Loan Document executed after the date hereof) or any other instrument made to or with Administrative Agent Lender by Borrower or the Banks by Guarantorsany other guarantor, Borrowers or any Person who succeeds any Borrower as owner of all or part of any Collateral prior to foreclosure of the Mortgaged Property under the Mortgage executed by itLoan and Security Agreement or exercise of any power of sale contained therein. In addition, Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Notes or Mortgages Loan and Security Agreement or any sale or transfer of all or part of the Mortgaged Property under any of property covered by the MortgagesLoan and Security Agreement, (iii) any exculpatory provision in any of said instruments limiting the Banks’ Lender’s recourse to the Mortgaged Property under any or all of the Mortgages Collateral or to any other security, or limiting the Banks’ Lender’s rights to a deficiency judgment against BorrowersBorrower, (iv) the release of a Borrower or any other Person (including, without limit, any other guarantor) from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the LoanLoans, (vi) the Lender’s failure to record any of the Mortgages Loan and Security Agreement or file any UCC financing statements (or the Lender’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the LoanLoans, (vii) the invalidity, irregularity, unenforceability irregularity or uncollectibilityunenforceability, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks Lender in connection with the LoanLoans, except to the extent that there is a final adjudication by a court of competent jurisdiction of a valid defense to Borrower ‘s obligations under the Loan Documents to payment of the Indebtedness, (viii) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization inaccuracy of any of the representations and warranties made by Borrower in the Loan and Security Agreement, the other Loan Documents or Guarantor any disbursement certificates or requests for disbursements made under the Loan Agreement, or (ix) any other action or circumstance whatsoever which constitutes, or might be construed to constitute, a legal or equitable discharge or defense (except full payment and satisfaction) of any Borrower or Guarantor for their respective its obligations under any of the Loan Documents or of Guarantors any Guarantor under this GuarantyGuaranty (whether as surety, guarantor or otherwise); and, in any such case, whether with or without notice to Guarantors Guarantor and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgages.

Liability Unimpaired. Guarantors’ Guarantor's liability hereunder shall in no way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, by any of the following made prior to the completion of the foreclosure of the Mortgage or delivery to Administrative Agent or its designee of a deed in lieu thereof: any amendment or modification of the provisions of any of the Loan Documents (including any Loan Document executed after the date hereof) or any other instrument made to or with Administrative Agent or the Banks Lenders by Guarantors, Borrowers Borrower or any Person who succeeds change in the Plans and Specifications, the Loan Budget Amounts, the General Contract, the construction schedule, any Borrower as owner of all Trade Contracts or part of the Mortgaged Property under the Mortgage executed any other construction documents made by itBorrower. In addition, Guarantors’ Guarantor's liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Notes Note or Mortgages Mortgage or any sale or transfer of all or part of the Mortgaged Property under any of the MortgagesCollateral, (iii) any exculpatory provision in any of said instruments limiting the Banks’ Lenders' or Administrative Agent's recourse to the Mortgaged Property under all or any or all part of the Mortgages or to any other securityCollateral, or limiting the Banks’ Lenders' or Administrative Agent's rights to a deficiency judgment against BorrowersXxxxxxxx, (iv) the release of a Borrower or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of all or any security for portion of the LoanCollateral, (vi) the failure to record any of the Mortgages Mortgage or file any UCC financing statements (or the improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan, (vii) the accuracy or inaccuracy of any of the representations and warranties made by or on behalf of Borrower under the Agreement or in any Requisition or request for advance thereunder, (viii) the invalidity, irregularity, irregularity or unenforceability as against Borrower or uncollectibilityGuarantor, in whole or in part, of this Guaranty, any of the other Loan Documents, this Guaranty Documents or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks Lenders in connection with the Loan, (viii) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or Guarantor or (ix) any other action or circumstance whatsoever which constitutes, or might be construed to constitute, a legal or equitable discharge or defense of any Borrower or Guarantor for their respective its obligations under any of the Loan Documents or of Guarantors Guarantor under this Guaranty, other than payment or performance; and, in any such case, whether with or without notice to Guarantors Guarantor and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgages.

Liability Unimpaired. Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, any amendment amendment, extension or modification of the provisions of any of the Loan Documents (including any Loan Document executed after the date hereof) or any other instrument made to or with Administrative Agent Lender by Borrowers or the Banks by Guarantorsany other Guarantor, Borrowers or any Person who succeeds any Borrower Borrowers as owner of all or part of the Mortgaged Property under prior to foreclosure of the Mortgage executed by itLoan and Security Agreement or exercise of any power of sale contained therein. In addition, Guarantors’ each Guarantor’s liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Notes or Mortgages Loan and Security Agreement or any sale or transfer of all or part of the Mortgaged Property under any of property covered by the MortgagesLoan and Security Agreement, (iii) any exculpatory provision in any of said instruments limiting the Banks’ Lender’s recourse to the Mortgaged Property under any or all of the Mortgages or to any other security, or limiting the Banks’ Lender’s rights to a deficiency judgment against Borrowers, (iv) the release of a Borrower Borrowers or any other Person person (including, without limit, any other Guarantor) from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the Loan, (vi) the Lender’s failure to record any of the Mortgages Loan and Security Agreement or file any UCC financing statements (or the Lender’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan, (vii) the invalidity, irregularity, unenforceability irregularity or uncollectibilityunenforceability, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks Lender in connection with the Loan, except to the extent that there is a final adjudication by a court of competent jurisdiction of a valid defense to Borrowers ’s obligations under the Loan Documents to payment of the Indebtedness, (viii) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization inaccuracy of any Borrower of the representations and warranties made by Borrowers in the Loan and Security Agreement, the other Loan Documents or Guarantor any disbursement certificates or requests for disbursements made under the Loan Agreement, or (ix) any other action or circumstance whatsoever which constitutes, or might be construed to constitute, a legal or equitable discharge or defense (except full payment and satisfaction) of any Borrower or Guarantor Borrowers for their respective its obligations under any of the Loan Documents or of Guarantors any Guarantor under this Guaranty; and, in any such case, whether with or without notice to Guarantors each Guarantor and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgages.

Liability Unimpaired. Guarantors’ The Guarantor’s liability hereunder shall in no way be limited or impaired by, and each the Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of any of the Loan Documents (including any Loan Document executed after the date hereof) or any other instrument made to or with Administrative Agent or the Banks Lender by Guarantorsthe Borrower, Borrowers or the Guarantor and/or any Person who succeeds any Borrower as owner of all or part of the Mortgaged Property under the Mortgage executed by itOther Guarantor. In addition, Guarantors’ the Guarantor’s liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Notes or Mortgages or any sale or transfer of all or part of the Mortgaged Property under any of the MortgagesNote, (iii) any exculpatory provision in any of said instruments limiting the Banks’ recourse to the Mortgaged Property under any or all of the Mortgages or to any other security, or limiting the Banks’ Lender’s rights to a deficiency judgment against Borrowersthe Borrower and/or any Other Guarantor, (iv) the release of a the Borrower and/or any Other Guarantor or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the Loan, (vi) the Lender’s failure to record any of the Mortgages or file any UCC Uniform Commercial Code financing statements (or the Lender’s improper recording or filing of any thereofsame) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan, (vii) the invalidity, irregularity, unenforceability irregularity or uncollectibilityunenforceability, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks Lender in connection with the Loan, except to the extent that there is a final adjudication by a court of competent jurisdiction of a valid defense to the Borrower’s obligations under the Loan Documents to payment of its obligations under the Note, (viii) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization inaccuracy of any of the representations and warranties made by the Borrower or Guarantor in the Loan Agreement or (ix) any other action or circumstance whatsoever which that constitutes, or might be construed to constitute, a legal or equitable discharge or defense (except full payment and satisfaction) of any the Borrower or Guarantor for their respective its obligations under any of the Loan Documents or of Guarantors the Guarantor under this Guaranty; and, in any such case, whether with or without notice to Guarantors the Guarantor and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgages.

Liability Unimpaired. Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, any amendment amendment, extension or modification of the provisions of any of the Loan Documents (including any Loan Document executed after the date hereof) or any other instrument made to or with Administrative Agent Lender by Borrower or the Banks by Guarantorsany other guarantor, Borrowers or any Person who succeeds any Borrower as owner of all or part of the Mortgaged Property under Collateral prior to foreclosure of the Mortgage executed by itLoan and Security Agreement or exercise of any power of sale contained therein. In addition, Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Notes Note or Mortgages Loan and Security Agreement or any sale or transfer of all or part of the Mortgaged Property under any of property covered by the MortgagesLoan and Security Agreement, (iii) any exculpatory provision in any of said instruments limiting the Banks’ Lender’s recourse to the Mortgaged Property under any or all of the Mortgages Collateral or to any other security, or limiting the Banks’ Lender’s rights to a deficiency judgment against BorrowersBorrower, (iv) the release of a Borrower or any other Person person (including, without limit, any other guarantor) from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the Loan, (vi) the Lender’s failure to record any of the Mortgages Loan and Security Agreement or file any UCC financing statements (or the Lender’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan, (vii) the invalidity, irregularity, unenforceability irregularity or uncollectibilityunenforceability, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks Lender in connection with the Loan, except to the extent that there is a final adjudication by a court of competent jurisdiction of a valid defense to Borrower’s obligations under the Loan Documents to payment of the Indebtedness, (viii) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization inaccuracy of any of the representations and warranties made by Borrower in the Loan and Security Agreement, the other Loan Documents or Guarantor any disbursement certificates or requests for disbursements made under the Loan Agreement, or (ix) any other action or circumstance whatsoever which constitutes, or might be construed to constitute, a legal or equitable discharge or defense (except full payment and satisfaction) of any Borrower or Guarantor for their respective its obligations under any of the Loan Documents or of Guarantors any Guarantor under this GuarantyGuaranty (whether as surety, guarantor or otherwise); and, in any such case, whether with or without notice to Guarantors Guarantor and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgages.

Liability Unimpaired. Guarantors’ Guarantor’s liability hereunder shall in no way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of any of the Loan Documents (including any Loan Document executed after the date hereof) Documents, or any other instrument or agreement made to or with Administrative Agent Seller, by Buyer or the Banks by GuarantorsGuarantor, Borrowers or any Person (as hereafter defined) who succeeds any Borrower as owner of all or part of the Mortgaged Property under the Mortgage executed by itto Buyer’s interests thereunder. In addition, Guarantors’ to the furthest extent permitted by law, Guarantor’s liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Notes or Mortgages or any sale or transfer of all or part of the Mortgaged Property under any of the MortgagesNote, (iii) any exculpatory provision in any of said instruments documents limiting the Banks’ recourse to the Mortgaged Property under any or all of the Mortgages or to any other security, or limiting the Banks’ Seller’s rights to a deficiency judgment against BorrowersBuyer, (iv) the release of a Borrower Buyer or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments documents including any other guarantor under this or any other guaranty, for any reason, including by Seller’s election, by operation of law, or otherwise, by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the Loan, (vi) the Seller’s failure to record any of the Mortgages or file any UCC financing statements (or the Seller’s improper recording or filing of any thereofsame) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the LoanNote, (viivi) the invalidity, irregularity, unenforceability irregularity or uncollectibilityunenforceability, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks Seller in connection with the LoanNote, except to the extent that there is a final adjudication by a court of competent jurisdiction of a valid defense to Buyer’s obligations under the Loan Documents to payment of the indebtedness thereunder, (viiivii) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization material inaccuracy of any Borrower or Guarantor of the representations and warranties made by Buyer in the Loan Documents, or (ixviii) any other action or circumstance whatsoever which that constitutes, or might be construed to constitute, a legal or equitable discharge or defense (except full payment and satisfaction) of any Borrower or Guarantor Buyer for their respective its obligations under any of the Loan Documents or of Guarantors Guarantor under this Guaranty; and, in any such case, whether with or without notice to Guarantors Guarantor and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making As used herein, “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, any federal, state, county or municipal government or any bureau, department or agency thereof, and any fiduciary acting in such capacity on behalf of any of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgagesforegoing.

Liability Unimpaired. Guarantors’ No Guarantor’s liability hereunder shall in no any way be limited or impaired by, and each Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of any of the Loan Documents (including any Loan Document executed after except to the date hereofextent expressly set forth in such amendment or modification) or any other instrument or agreement made to or with Administrative Agent Bank by Borrower or the Banks by GuarantorsGuarantor, Borrowers or any Person who succeeds any Borrower as owner of all or part of the Mortgaged Property under Project prior to foreclosure of the Mortgage executed by itor exercise of any power of sale contained therein. In addition, Guarantors’ no Guarantor’s liability hereunder shall in no any way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Notes Note or Mortgages Mortgage or any sale or transfer of all or part of the Mortgaged Property under any of property covered by the MortgagesMortgage, (iii) any exculpatory provision in any of said instruments documents limiting the Banks’ Bank’s recourse to the Mortgaged Property under any or all of the Mortgages or Projector to any other security, or limiting the Banks’ Bank’s rights to a deficiency judgment against BorrowersBorrower, (iv) the release of a Borrower Borrower, Guarantor, any Other Guarantor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments documents for any reason, including by the applicable Bank’s election, by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the Loan, (vi) the Bank’s failure to record any of the Mortgages Mortgage or file any UCC financing statements (or the improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan, (vii) the invalidity, irregularity, unenforceability irregularity or uncollectibilityunenforceability, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent or the Banks Bank in connection with the Loan, except to the extent that there is a final adjudication by a court of competent jurisdiction of a valid defense to Borrower’s obligations under the Loan Documents to payment of the Debt, (viii) any proceedings, voluntary or involuntary, regarding the insolvency, bankruptcy, dissolution, liquidation or reorganization inaccuracy of any of the representations and warranties made by Borrower in the Loan Agreement, the Mortgage, the other Loan Documents or Guarantor any disbursement certificates or requests for disbursements made under the Loan Agreement, or (ixx) any other action or circumstance whatsoever which that constitutes, or might be construed to constitute, a legal or equitable discharge or defense (except full payment and satisfaction) of any Borrower or Guarantor for their respective its obligations under any of the Loan Documents or of Guarantors Guarantor under this Guaranty; and, in any such case, whether with or without notice to Guarantors Guarantor and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgages.

Liability Unimpaired. Guarantors’ Each Grantor’s liability hereunder and under the other Credit Documents shall in no way be limited or impaired by, and each Guarantor Grantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of any of the Loan Documents (including any Loan Document executed after the date hereof) Credit Documents, or any other instrument made to or with Administrative Agent the Beneficiary or the Banks Lenders by Guarantorsany Grantor, Borrowers or and/or any Person who succeeds any Borrower as owner of all or part of the Mortgaged Property under the Mortgage executed by itGuarantor. In addition, Guarantors’ each Grantor’s liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of any of the Notes or Mortgages Credit Documents or any sale or transfer of all or part of the Mortgaged Property under any of the MortgagesProperty, (iii) any exculpatory provision in any of said instruments limiting the BanksBeneficiary’s and Lenders’ recourse to the Mortgaged Property under any or all of the Mortgages or to any other security, or limiting the BanksLenders’ rights to a deficiency judgment against Borrowersany Grantor, and/or any Guarantor, (iv) the release of a Borrower or any Grantor, Guarantor, and/or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the Loan, (vi) the Beneficiary’s failure to record any this Deed of the Mortgages Trust or file any UCC financing statements (or the Beneficiary’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan, (vii) the invalidity, irregularity, unenforceability irregularity or uncollectibilityunenforceability, in whole or in part, of any of the Loan Documents, this Guaranty Credit Documents or any other instrument or agreement now or hereafter executed or delivered to Administrative Agent Beneficiary or the Banks Lenders in connection with the Loan, (viii) any proceedingsdetermination by the title company limiting or denying title insurance coverage under the title policy and/or any adverse impact on the priority of the Deed of Trust, voluntary or involuntaryfor any reason whatsoever, regarding including, without limitation, the insolvencyrestructuring of the Loan, bankruptcy, dissolution, liquidation or reorganization of any Borrower or Guarantor or (ix) any other action or circumstance whatsoever which constitutes, or might be construed to constitute, a legal or equitable discharge or defense of any Borrower or Guarantor Grantor for their respective its obligations under any of the Loan Documents or Credit Documents, of Guarantors each Guarantor under this Guarantythe Guarantee; and, in any such case, whether with or without notice to Guarantors any Grantor and with or without consideration. Each Guarantor acknowledges that it is deriving substantial benefit from the making of the Loan and that, consequently, each Guarantor has received valuable consideration for the giving of this Guaranty and the granting of the Mortgages.