Common use of Unconditional Guaranty Clause in Contracts

Unconditional Guaranty. The obligations of Guarantor hereunder are independent, absolute and unconditional, irrespective of any genuineness, validity, regularity or enforceability of the Obligations and irrespective of any genuineness, validity, regularity or enforceability of the Contract, or any substitution, release or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Without limiting the generality of the foregoing, the occurrence of any one or more of the following shall not affect the liability of Guarantor hereunder: (a) at any time or from time to time, without notice to Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any acts or omissions by Seller with respect to the Obligations; (c) any of the Obligations shall be modified, supplemented or amended in any respect, or any right with respect to the Obligations shall be waived or any other guaranty of any of the Obligations or any security therefore shall be released or exchanged in whole or in part or otherwise modified or dealt with; (d) any lien or security interest granted to, or in favor of, Owner as security for any of the Obligations shall fail to be valid or perfected; (e) the voluntary or involuntary liquidation, dissolution, sale or other disposition of the assets and liabilities, or the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or other similar proceeding affecting Seller, or rejection of the Contract in any such proceeding, or any action taken by any trustee or receiver in connection therewith (an “Event of Bankruptcy”); (f) any lack of authorization, in whole or in part, of the Obligations or any term or provision hereof or of the Contract for any reason, or the rejection or purported rejection thereof in any Event of Bankruptcy; (g) Owner shall have taken or failed to have taken any steps to collect or enforce any obligation or liability from Seller or shall have taken any actions to mitigate its damages; (h) Owner shall have taken or failed to have taken any steps to collect or enforce any guaranty of or to proceed against any security for any Obligation; (i) any applicable law that might in any manner cause or permit to be invoked any alteration in the time, amount or manner of payment or performance of any of the Obligations or the obligations of Guarantor hereunder; (j) any merger or consolidation of Seller or Guarantor into or with any other person or any sale, lease or transfer of all or any of the assets of Seller or Guarantor to any other person; (k) any change in the ownership of any of the voting securities of Seller or Guarantor; (l) to the extent as may be waived by applicable law, the benefit of all principles or provisions of laws, rules and regulations which may be in conflict with the terms hereof; or (m) any failure on the part of Seller or Guarantor to comply with any applicable law.

Unconditional Guaranty. The obligations of the Guarantor hereunder are independentcontinuing, absolute and unconditional, irrespective of any genuineness, validity, regularity or enforceability of the Obligations and irrespective of any genuineness, validity, regularity or enforceability of the Contract, or any substitution, release or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety guarantor or guarantorsurety. Without limiting the generality of the foregoing, the occurrence of any one or more obligations of the following Guarantor hereunder shall remain in full force and effect without regard to, and shall not affect the liability of Guarantor hereunderbe released, discharged or in any way affected by: (a1) at Any amendment, modification or supplement to the Note or any time other Loan Docu ment; (2) Any exercise or from time to timenonexercise of or delay in exercising any right, without notice to Guarantorremedy, power or privilege under or in respect of this Guaranty, the time Note or any other Loan Document (even if any such right, remedy, power or privilege shall be lost thereby), or any waiver, consent, indulgence or other action or inaction in respect thereof; (3) Any bankruptcy, insolvency, arrangement, composition, assignment for the benefit of creditors or similar proceeding commenced by or against the Borrower; (4) Any failure to perfect or continue perfection of, or any release or waiver of, any rights given to the Lender in any property as security for the performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any acts or omissions by Seller with respect to the Guaranteed Obligations; (c5) any Any extension of the Obligations shall be modified, supplemented time for payment or amended in any respect, or any right with respect to the Obligations shall be waived or any other guaranty performance of any of the Obligations or any security therefore shall be released or exchanged in whole or in part or otherwise modified or dealt withGuaranteed Obligations; (d6) any lien The genuineness, validity or security interest granted to, or in favor of, Owner as security for any enforceability of the Obligations shall fail to be valid or perfectedLoan Documents; (e7) Any limitation of liability of the Borrower or any other Guarantor contained in any Loan Document; (8) Any defense that may arise by reason of the failure of the Lender to file or enforce a claim against the estate of the Borrower in any bankruptcy or other proceeding; (9) Any voluntary or involuntary liquidation, dissolution, sale of all or other disposition substantially all of the property of the Borrower, or any marshalling of assets and liabilities, or the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or other similar proceeding affecting Selleraffecting, or rejection of the Contract in any such proceeding, Borrower or any action taken by any trustee or receiver in connection therewith (an “Event of Bankruptcy”)its assets; (f10) any lack of authorization, in whole or in part, The release of the Obligations Borrower or any term other Guarantor from performance or provision hereof or of the Contract for any reason, or the rejection or purported rejection thereof in any Event of Bankruptcy; (g) Owner shall have taken or failed to have taken any steps to collect or enforce any obligation or liability from Seller or shall have taken any actions to mitigate its damages; (h) Owner shall have taken or failed to have taken any steps to collect or enforce any guaranty of or to proceed against any security for any Obligation; (i) any applicable law that might in any manner cause or permit to be invoked any alteration in the time, amount or manner of payment or performance observance of any of the Obligations agreements, covenants, terms or the obligations of Guarantor hereunder; (j) any merger or consolidation of Seller or Guarantor into or with any other person or any sale, lease or transfer of all or any of the assets of Seller or Guarantor to any other person; (k) any change conditions contained in the ownership Loan Documents by operation of any of the voting securities of Seller or Guarantor; (l) to the extent as may be waived by applicable law, the benefit of all principles or provisions of laws, rules and regulations which may be in conflict with the terms hereof; or (m11) The failure of the Lender to keep the Guarantor advised of Borrower's financial condition, regardless of the existence of any failure on duty to do so. No set-off, claim, reduction or diminution of any obligation, or any defense of any kind or nature which the part of Seller Borrower or the Guarantor now has or hereafter may have against the Lender, shall be available hereunder to comply with any applicable lawthe Guarantor against the Lender.

Unconditional Guaranty. The Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees to each holder of a Note authenticated and delivered by JPMorgan (“Holder” or “Holder of Note”), that: (i) all amounts due with respect to the Notes shall be duly and punctually paid in full when due, whether at maturity, by acceleration or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on the Notes and all other obligations of the Issuer or the Guarantors to the Holders hereunder or thereunder and all other obligations shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, or failing performance of any other obligation of the Issuer to the Holders under this Agreement or under the Notes, for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. An event of default hereunder are independentor the Notes shall constitute an event of default under each Guaranty, absolute and shall entitle the Holders of Notes to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Issuer. Except as provided below, each of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of any genuineness, the validity, regularity or enforceability of the Obligations and irrespective Notes or this Agreement, the absence of any genuinenessaction to enforce the same, validity, regularity any waiver or enforceability consent by any Holder of the ContractNotes with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guaranty is affixed to any particular Note, or any substitution, release or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Without limiting the generality Each of the foregoing, the occurrence of any one or more of the following shall not affect the liability of Guarantor hereunder: (a) at any time or from time to time, without notice to Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any acts or omissions by Seller with respect to the Obligations; (c) any of the Obligations shall be modified, supplemented or amended in any respect, or any right with respect to the Obligations shall be waived or any other guaranty of any of the Obligations or any security therefore shall be released or exchanged in whole or in part or otherwise modified or dealt with; (d) any lien or security interest granted to, or in favor of, Owner as security for any of the Obligations shall fail to be valid or perfected; (e) the voluntary or involuntary liquidation, dissolution, sale or other disposition of the assets and liabilities, or the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for Guarantors hereby waives the benefit of creditorsdiligence, reorganization presentment, demand of payment, filing of claims with a court in the event of insolvency or other similar proceeding affecting Seller, or rejection bankruptcy of the Contract Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guaranty shall not be discharged except by complete performance of the obligations contained in any such proceedingthe Notes, this Agreement and each Guaranty. Each Guaranty is a guaranty of payment and not of collection. No stockholder, officer, director, employee or any action taken by any trustee incorporator, past, present or receiver in connection therewith (an “Event of Bankruptcy”); (f) any lack of authorization, in whole or in partfuture, of the Obligations or any term or provision hereof or of the Contract for any reasonGuarantor, or the rejection or purported rejection thereof in any Event of Bankruptcy; (g) Owner as such, shall have taken any personal liability under its Guaranty by reason of his, her or failed to have taken any steps to collect its status as such stockholder, officer, director, employee or enforce any obligation or liability from Seller or shall have taken any actions to mitigate its damages; (h) Owner shall have taken or failed to have taken any steps to collect or enforce any guaranty of or to proceed against any security for any Obligation; (i) any applicable law incorporator. Each Guarantor that might in any manner cause or permit to be invoked any alteration in the time, amount or manner of makes a payment or performance of any of distribution under its Guaranty shall be entitled to a contribution from each other Guarantor in an amount pro rata, based on the Obligations or the obligations of Guarantor hereunder; (j) any merger or consolidation of Seller or Guarantor into or with any other person or any sale, lease or transfer of all or any of the net assets of Seller or Guarantor to any other person; (k) any change each Guarantor, determined in the ownership of any of the voting securities of Seller or Guarantor; (l) to the extent as may be waived by applicable law, the benefit of all principles or provisions of laws, rules and regulations which may be in conflict accordance with the terms hereof; or (m) any failure on the part of Seller or Guarantor to comply with any applicable lawGAAP.

Unconditional Guaranty. The This Guaranty of Lease is an absolute and unconditional guaranty of payment and of performance. It shall be enforceable against Guarantor without the necessity of any suit or proceeding on Landlord’s part of any kind or nature whatsoever against Tenant, its successors and assigns, and without the necessity of any notice of nonpayment, nonperformance or nonobservance, or any notice of acceptance of this Guaranty, or any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives (including, without limitation, all rights of Guarantor arising under Sections 49-25 and 49-26 of the Code of Virginia (as amended from time to time)); and Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder are independentshall in no way be terminated, absolute and unconditionalaffected, irrespective of any genuineness, validity, regularity diminished or enforceability impaired by reason of the Obligations and irrespective of any genuineness, validity, regularity assertion or enforceability of the Contractfailure to assert by Landlord against Tenant, or any substitutionagainst Tenant’s successors and assigns, release or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Without limiting the generality of the foregoing, the occurrence of any one or more of the following shall not affect the liability of Guarantor hereunder: (a) at any time or from time to time, without notice to Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any acts or omissions by Seller with respect to the Obligations; (c) any of the Obligations shall be modified, supplemented or amended in any respect, or any right with respect to the Obligations shall be waived or any other guaranty of any of the Obligations rights or remedies reserved to Landlord pursuant to the provisions of the Lease or by relief of Tenant from any security therefore shall be released or exchanged in whole or in part of Tenant’s obligations under the Lease or otherwise modified by (a) the release or dealt with; discharge of Tenant in any creditors’ proceedings, receivership, bankruptcy or other proceeding; (db) any lien the impairment, limitation or security interest granted tomodification of the liability of Tenant or the estate of Tenant in bankruptcy, or in favor ofof any remedy for the enforcement of Tenant’s liability under the Lease, Owner as security for resulting from the operation of any present or future provision of the Obligations shall fail to be valid United States Bankruptcy Code or perfected; other statute or from the decision in any court; or (ec) the voluntary rejection or involuntary liquidation, dissolution, sale or other disposition disaffirmance of the assets and liabilities, or the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or other similar proceeding affecting Seller, or rejection of the Contract Lease in any such proceeding, or any action taken by any trustee or receiver in connection therewith (an “Event of Bankruptcy”); (f) any lack of authorization, in whole or in part, of the Obligations or any term or provision hereof or of the Contract for any reason, or the rejection or purported rejection thereof in any Event of Bankruptcy; (g) Owner shall have taken or failed to have taken any steps to collect or enforce any obligation or liability from Seller or shall have taken any actions to mitigate its damages; (h) Owner shall have taken or failed to have taken any steps to collect or enforce any guaranty of or to proceed against any security for any Obligation; (i) any applicable law that might in any manner cause or permit to be invoked any alteration in the time, amount or manner of payment or performance of any of the Obligations or the obligations of Guarantor hereunder; (j) any merger or consolidation of Seller or Guarantor into or with any other person or any sale, lease or transfer of all or any of the assets of Seller or Guarantor to any other person; (k) any change in the ownership of any of the voting securities of Seller or Guarantor; (l) to the extent as may be waived by applicable law, the benefit of all principles or provisions of laws, rules and regulations which may be in conflict with the terms hereof; or (m) any failure on the part of Seller or Guarantor to comply with any applicable law.

Unconditional Guaranty. Guarantor guarantees that the Indebtedness will be paid strictly in accordance with the terms of the Loan Agreements, or any of them, and the terms of the Loan Agreements will be performed regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Bank with respect thereto. The obligations liability of Guarantor hereunder are independent, under this Guaranty shall be absolute and unconditional, unconditional irrespective of: (i) any lack of any genuineness, validity, regularity validity or enforceability of the Obligations and irrespective Indebtedness because the act creating the Indebtedness is or is alleged to be ultra xxxxx or the person signing the Loan Agreements for Borrower acted, or is alleged to have acted, in excess of his authority; or (ii) any genuinenesschange in the time, validitymanner or place of payment, regularity or enforceability in any other term, of all or any part of the ContractIndebtedness, or any substitution, other amendment or waiver of or any consent to departure from any of the terms and conditions of the Loan Agreements or any of them; or (iii) any release or exchange amendment or waiver of or consent to departure from any other guarantee for all or any part of the Indebtedness; or (iv) the existence of any other guarantee of or security for the Indebtedness; or (v) any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Without limiting the generality of the foregoing, the occurrence release of any one or more of guarantors liable for the following shall Indebtedness whether or not affect the liability of Bank specifically reserves its rights against Guarantor hereunder: (a) at any time or from time to time, without notice to Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any acts or omissions by Seller with respect to the Obligations; (c) any of the Obligations shall be modified, supplemented or amended in any respect, or any right with respect to the Obligations shall be waived or any other guaranty of any of the Obligations or any security therefore shall be released or exchanged in whole or in part or otherwise modified or dealt with; (d) any lien or security interest granted to, or in favor of, Owner as security for any of the Obligations shall fail to be valid or perfected; (e) the voluntary or involuntary liquidation, dissolution, sale or other disposition of the assets and liabilities, or the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or other similar proceeding affecting Seller, or rejection of the Contract in any such proceeding, or any action taken by any trustee or receiver in connection therewith (an “Event of Bankruptcy”); (f) any lack of authorization, in whole or in part, of the Obligations or any term or provision hereof or of the Contract for any reason, or the rejection or purported rejection thereof in any Event of Bankruptcy; (g) Owner shall have taken or failed to have taken any steps to collect or enforce any obligation or liability from Seller or shall have taken any actions to mitigate its damages; (h) Owner shall have taken or failed to have taken any steps to collect or enforce any guaranty of or to proceed against any security for any Obligation; (i) any applicable law that might in any manner cause or permit to be invoked any alteration in the time, amount or manner of payment or performance of any of the Obligations or the obligations of Guarantor hereunder; (j) any merger or consolidation of Seller or Guarantor into or with any other person or any sale, lease or transfer of all or any of the assets of Seller or Guarantor to any other person; (k) any change in the ownership of any of the voting securities of Seller or Guarantor; (l) to the extent as may be waived by applicable law, the benefit of all principles or provisions of laws, rules and regulations which may be in conflict with the terms hereofunreleased guarantor; or (mvi) any failure on prohibition against Bank from seeking payment of the part Indebtedness from Borrower upon the filing of Seller a voluntary or involuntary petition under the Bankruptcy Code; or (vii) the fact that Guarantor may have signed and delivered this Guaranty prior or subsequent to comply with the signing and delivery by Borrower to Bank of the Loan Agreements or any applicable lawof them or prior or subsequent to Borrower's incurring any Indebtedness to Bank; or (viii) the fact that the person signing as Borrower under any instrument or document evidencing or securing the Indebtedness does so in the capacity of a trustee or may have limited or no personal liability under such instrument or document.

Unconditional Guaranty. The obligations of the Guarantor hereunder are independentcontinuing, absolute and unconditional, irrespective of any genuineness, validity, regularity or enforceability of the Obligations and irrespective of any genuineness, validity, regularity or enforceability of the Contract, or any substitution, release or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety guarantor or guarantorsurety. Without limiting the generality of the foregoing, the occurrence of any one or more obligations of the following Guarantor hereunder shall remain in full force and effect without regard to, and shall not affect the liability of Guarantor hereunderbe released, discharged or in any way affected by: (a1) at Any amendment, modification or supplement to the Note or any time other Loan Document; (2) Any exercise or from time to timenonexercise of or delay in exercising any right, without notice to Guarantorremedy, power or privilege under or in respect of this Guaranty, the time Note or any other Loan Document (even if any such right, remedy, power or privilege shall be lost thereby), or any waiver, consent, indulgence or other action or inaction in respect thereof; (3) Any bankruptcy, insolvency, arrangement, composition, assignment for the benefit of creditors or similar proceeding commenced by or against the Borrower; (4) Any failure to perfect or continue perfection of, or any release or waiver of, any rights given to the Lender in any property as security for the performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any acts or omissions by Seller with respect to the Guaranteed Obligations; (c5) any Any extension of the Obligations shall be modified, supplemented time for payment or amended in any respect, or any right with respect to the Obligations shall be waived or any other guaranty performance of any of the Obligations or any security therefore shall be released or exchanged in whole or in part or otherwise modified or dealt withGuaranteed Obligations; (d6) any lien The genuineness, validity or security interest granted to, or in favor of, Owner as security for any enforceability of the Obligations shall fail to be valid or perfectedLoan Documents; (e7) Any limitation of liability of the Borrower or any other Guarantor contained in any Loan Document; (8) Any defense that may arise by reason of the failure of the Lender to file or enforce a claim against the estate of the Borrower in any bankruptcy or other proceeding; (9) Any voluntary or involuntary liquidation, dissolution, sale of all or other disposition substantially all of the property of the Borrower, or any marshalling of assets and liabilities, or the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or other similar proceeding affecting Selleraffecting, or rejection of the Contract in any such proceeding, Borrower or any action taken by any trustee or receiver in connection therewith (an “Event of Bankruptcy”)its assets; (f10) any lack of authorization, in whole or in part, The release of the Obligations Borrower or any term other Guarantor from performance or provision hereof or of the Contract for any reason, or the rejection or purported rejection thereof in any Event of Bankruptcy; (g) Owner shall have taken or failed to have taken any steps to collect or enforce any obligation or liability from Seller or shall have taken any actions to mitigate its damages; (h) Owner shall have taken or failed to have taken any steps to collect or enforce any guaranty of or to proceed against any security for any Obligation; (i) any applicable law that might in any manner cause or permit to be invoked any alteration in the time, amount or manner of payment or performance observance of any of the Obligations agreements, covenants, terms or the obligations of Guarantor hereunder; (j) any merger or consolidation of Seller or Guarantor into or with any other person or any sale, lease or transfer of all or any of the assets of Seller or Guarantor to any other person; (k) any change conditions contained in the ownership Loan Documents by operation of any of the voting securities of Seller or Guarantor; (l) to the extent as may be waived by applicable law, the benefit of all principles or provisions of laws, rules and regulations which may be in conflict with the terms hereof; or (m11) The failure of the Lender to keep the Guarantor advised of Borrower's financial condition, regardless of the existence of any failure on duty to do so. No set-off, claim, reduction or diminution of any obligation, or any defense of any kind or nature which the part of Seller Borrower or the Guarantor now has or hereafter may have against the Lender, shall be available hereunder to comply with any applicable lawthe Guarantor against the Lender.

Unconditional Guaranty. The obligations obligations, covenants, agreements and duties of Guarantor hereunder are independentunder this Guaranty shall not be released or impaired in any manner whatsoever, absolute and unconditionalwithout the written consent of Kaiser, irrespective including, but not limited to, on account of any genuineness, validity, regularity or enforceability all of the Obligations and irrespective following: (a) any assignment, endorsement or transfer, in whole or in part, of the Guaranteed Obligations; (b) any waiver by Kaiser of the performance or observance by Buyer of any genuineness, validity, regularity or enforceability of the Contractagreements, covenants, terms or conditions contained in the Agreement; (c) any extension of the time for payment or performance of all or any portion of the Guaranteed Obligations; (d) the renewal, rearrangement, modification or amendment (whether material or otherwise) of any duty, agreement, covenant or obligation of Buyer set forth in the Agreement or any other provision of the Agreement; (e) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of Buyer or Guarantor; (f) any receivership, insolvency, bankruptcy, reorganization or other similar proceedings affecting Buyer or Guarantor or any of their assets; (g) any release, withdrawal, surrender, exchange, substitution, subordination or loss of any security or other guaranty at any time existing in connection with all or any portion of the Guaranteed Obligations, or the acceptance of additional or substitute property as security therefor; (h) the release or discharge of Buyer from the observance or performance of any substitutionagreement, covenant, term or condition contained in the Agreement; (i) any action which Kaiser may take or omit to take pursuant or with respect to the Agreement or through any course of dealing with Buyer; (j) the addition of a new guarantor or guarantors; (k) the operation of law or any other cause, whether similar or dissimilar to the foregoing; (l) any adjustment, indulgence, forbearance or compromise that may be granted or given by Kaiser to any person; (m) the failure by Kaiser to file or enforce a claim against the estate (either in administration, bankruptcy or other proceeding) of Buyer or any other person or entity; (n) the addition of a new guarantor or guarantees; (o) recovery from Buyer or any other person or entity becomes barred by any statute of limitations or is otherwise prevented; (p) any defenses, set-offs or counterclaims which may be available to Buyer or any other person or entity; (q) any impairment, modification, change, release or exchange limitation of liability of, or stay of actions in lien enforcement proceedings against Buyer, its property, or its estate in bankruptcy resulting from the operation of any present or future provisions of the Bankruptcy Code or any other similar federal or state statute, or from the decisions of any court; (r) any neglect, delay, omission, failure or refusal of Kaiser to take or prosecute any action for the perfection of collateral or the collection of any of the Guaranteed Obligations or to foreclose or take or prosecute any action in connection with any lien, right of security for, any of the Guaranteed Obligations, it being the intention hereof that Guarantor shall remain fully liable as principal on the Guaranteed Obligations, notwithstanding any act, omission or thing which might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of Guarantor; (s) any defense that may arise by reason of the incapacity or lack of authority hereof, by Buyer or others; (t) demand, protest and notice of any other guarantee kind, including, without limiting the generality of the foregoing, notice of any action or security non-action on the part of Buyer or Kaiser; (u) any defense asked upon an election of remedies by Kaiser, including, without limitation, an election to proceed by non-judicial rather than judicial foreclosure, which destroys or otherwise impairs the subrogation rights of the Guarantor or the right of the Guarantor to proceed against Buyer for reimbursement, or both; and (v) any duty on the part of Kaiser to disclose to the Guarantor any facts it may now or hereafter know about Buyer, regardless of whether Kaiser has reason to believe that any such facts materially increase the risk beyond which the Guarantor is obligated or whether Kaiser has a reasonable opportunity to communicate such facts to the Guarantor, it being understood and agreed that the Guarantor is fully responsible for being and keeping informed of the financial condition of Buyer and of all circumstances bearing on the risk of non-payment or non-performance of the Guaranteed Obligations. Guarantor further agrees that nothing contained in this Guaranty shall prevent Kaiser from suing on the Note or from exercising any rights available to it thereunder or under any of the ObligationsLoan Documents, and, to and that the fullest extent permitted by applicable law, irrespective exercise of any other circumstance whatsoever that might otherwise of the aforesaid rights shall not constitute a legal or equitable discharge of Guarantor. Guarantor understands that the exercise by Kaiser of certain rights and remedies contained in the Loan Documents may affect or defense eliminate Guarantor's right of subrogation against Borrower and that Guarantor may therefore succeed to a surety partially or guarantortotally nonreimbursable liability hereunder; nevertheless, Guarantor hereby authorizes and empowers Kaiser to exercise, in its sole discretion, any rights and remedies, or any combination thereof, which may then be available, since it is the intent and purpose of Guarantor that the obligations hereunder shall be absolute, independent, and unconditional under any and all circumstances. Without limiting the generality of the foregoing, Guarantor expressly waives any and all benefits under California Civil Code sections 2809, 2810, 2819, 2845, 2849, 2850, and 2855, and California Code of Civil Procedure sections 580a, 580b, and 580d. Notwithstanding any foreclosure of the occurrence lien of any one deed of trust or more of the following shall not affect the liability of Guarantor hereunder: (a) at any time or from time to time, without notice to Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any acts or omissions by Seller security agreement with respect to any or all of any real or personal property secured thereby, whether by the Obligations; (c) any exercise of the Obligations shall be modifiedpower of sale contained therein, supplemented or amended in any respectby an action for judicial foreclosure, or any right with respect to the Obligations by an acceptance of a deed in lieu of foreclosure, Guarantor shall be waived or any other guaranty of any of the Obligations or any security therefore shall be released or exchanged in whole or in part or otherwise modified or dealt with; (d) any lien or security interest granted to, or in favor of, Owner as security for any of the Obligations shall fail to be valid or perfected; (e) the voluntary or involuntary liquidation, dissolution, sale or other disposition of the assets and liabilities, or the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or other similar proceeding affecting Seller, or rejection of the Contract in any such proceeding, or any action taken by any trustee or receiver in connection therewith (an “Event of Bankruptcy”); (f) any lack of authorization, in whole or in part, of the Obligations or any term or provision hereof or of the Contract for any reason, or the rejection or purported rejection thereof in any Event of Bankruptcy; (g) Owner shall have taken or failed to have taken any steps to collect or enforce any obligation or liability from Seller or shall have taken any actions to mitigate its damages; (h) Owner shall have taken or failed to have taken any steps to collect or enforce any guaranty of or to proceed against any security for any Obligation; (i) any applicable law that might in any manner cause or permit to be invoked any alteration in the time, amount or manner of payment or performance of any of the Obligations or the obligations of Guarantor hereunder; (j) any merger or consolidation of Seller or Guarantor into or with any other person or any sale, lease or transfer of all or any of the assets of Seller or Guarantor to any other person; (k) any change in the ownership of any of the voting securities of Seller or Guarantor; (l) to the extent as may be waived by applicable law, the benefit of all principles or provisions of laws, rules and regulations which may be in conflict with the terms hereof; or (m) any failure on the part of Seller or Guarantor to comply with any applicable lawremain bound under this Guaranty.

Unconditional Guaranty. The Subject to the second paragraph of Section 2 above, the obligations of Guarantor hereunder under this Guaranty are independent, absolute and unconditional, unconditional irrespective of any genuineness, validity, regularity or enforceability of the Obligations and irrespective of any genuineness, validity, regularity or enforceability of the Contract, Agreement or any substitution, release or exchange of any other guarantee of of, or security for for, any of the Obligations, Obligations and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Without limiting the generality of the foregoing, the occurrence of any one or more of the following shall not affect the liability of Guarantor hereunderunder this Guaranty: (a) at any time or from time to time, without notice to Guarantor, the time for any performance of of, or compliance with with, any of the Obligations shall be extended, extended or such performance or compliance shall be waived; (b) any acts or omissions by Seller Developer with respect to the Obligations; (c) any of the Obligations shall be modified, supplemented or amended in any respect, respect or any right with respect to the Obligations shall be waived or any other guaranty of any of the Obligations or any security therefore shall be released or exchanged in whole or in part or otherwise modified or dealt with; (d) any lien or security interest granted to, or in favor of, Owner the Town as security for any of the Obligations shall fail to be valid or perfected; (e) the voluntary or involuntary liquidation, dissolution, sale or other disposition of the assets and liabilities, or the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or other similar proceeding affecting SellerDeveloper, or rejection of the Contract Agreement in any such proceeding, or any action taken by any trustee or receiver in connection therewith (an “Event of Bankruptcy”); (f) any lack of authorization, in whole or in part, of the Obligations or any term or provision hereof of this Guaranty or of the Contract Agreement for any reason, or the rejection or purported rejection thereof in any Event of Bankruptcy; (g) Owner the Town shall have taken or failed to have taken any steps to collect or enforce any obligation or liability from Seller Developer or shall have taken any actions to mitigate its damages; (h) Owner shall have taken or failed to have taken any steps to collect or enforce any guaranty of or to proceed against any security for any Obligation; (i) any applicable law that might might, in any manner manner, cause or permit to be invoked any alteration in the time, amount or manner of payment or performance of any of the Obligations or the obligations of Guarantor hereunderunder this Guaranty; (ji) any merger or consolidation of Seller Developer or Guarantor into or with any other person or any sale, lease or transfer of all or any of the assets of Seller Developer or Guarantor to any other person; (kj) any change in the ownership of any of the voting securities of Seller Developer or Guarantor; (lk) to the extent as may be waived by applicable law, the benefit of all principles or provisions of laws, rules and regulations which may be in conflict with the terms hereofof this Guaranty; or (ml) any failure on the part of Seller Developer or Guarantor to comply with any applicable law.applicable