Common use of Unimpaired Liability Clause in Contracts

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the Loan, or (vii) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the Loan, or (vii) Indemnitee’s failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’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; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, by any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, except as expressly permitted in the Loan Documents, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the Loan, or (vii) Indemnitee’s failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’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; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor Borrower, Guarantor or any Person who succeeds Indemnitor Borrower or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor herein and by Borrower and/or Guarantor under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of of, as applicable, the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor any one or more of the Individual Borrowers or any Person who succeeds Indemnitor anyone or more of the Individual Borrowers or any Person as owner of any Individual Property (subject to the Propertyexpress provisions of Section 9 hereof). In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (ii) unless a substitute Indemnitor acceptable to Indemnitee in accordance with the Loan Agreement has agreed in writing to be bound by the terms of this Agreement, but subject to Section 9 and Section 10 hereof, any sale or transfer of all or part of the any Individual Property, or any sale or other assignment by any Non-Borrower Indemnitor of its direct or indirect ownership interests in any Individual Borrower, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, Mortgage or any of the other Loan Documents limiting Indemnitee’s recourse to the Property Properties or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitorany of the Indemnitors, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Borrower, as applicable, under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) the release of Indemnitor any of the Indemnitors (including, if applicable, Borrower) or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents Documents, by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage or file any of the UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor any of the Indemnitors and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s 's recourse to the Property or to any other security for the Note, or limiting Indemnitee’s 's rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s 's failure to record the Mortgage or file any UCC financing statements (or Indemnitee’s '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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Mortgages or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Mortgages or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageMortgages, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage Mortgages or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the Loan, or (vii) Indemnitee’s failure to record the Mortgage Mortgages or file any UCC financing statements (or Indemnitee’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; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of of, as applicable, the Note, the Loan Agreement, the Mortgage Pledge Agreement or any other Loan Document to or with Indemnitee by Indemnitor Borrower or any Person who succeeds Indemnitor Borrower or any Person as owner of the PropertyCollateral or any Individual Property (subject to the express provisions of Section 9 hereof). In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Pledge Agreement or any of the other Loan Documents, (ii) unless a substitute Indemnitor acceptable to Indemnitee in accordance with the Loan Agreement has agreed in writing to be bound by the terms of this Agreement, but subject to Section 9 and Section 10 hereof, any sale or transfer of all or part of the PropertyCollateral, or any sale or other assignment by any Non-Borrower Indemnitor of its direct or indirect ownership interests in any Mortgage Borrower, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, Pledge Agreement or any of the other Loan Documents limiting Indemnitee’s recourse to the Property Properties or the Collateral or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitorany of the Indemnitors, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Borrower under the Note, the Loan Agreement, the Mortgage Pledge Agreement or any of the other Loan Documents or herein, (v) the release of Indemnitor any of the Indemnitors or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents Documents, by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage or file any of the UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor any of the Indemnitors and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Term Note, the Loan Agreement, the Mortgage Mortgages or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, subject to Section 4 hereof, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Term Note, the Loan Agreement, the Mortgage Mortgages or any of the other Loan DocumentsDocument, (ii) except as provided herein, any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Term Note, the Loan Agreement, the MortgageMortgages, or any of the other Loan Documents Document limiting Indemnitee’s 's recourse to the Property or to any other security for the Term Note, or limiting Indemnitee’s 's rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Term Note, the Loan Agreement, the Mortgage Mortgages or any of the other Loan Documents Document or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanTerm Note, or (vii) Indemnitee’s 's failure to record the Mortgage Mortgages or file any UCC financing statements (or Indemnitee’s 's improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien Lien given as security for the LoanTerm Note; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and Indemnitor Indemnitors hereby consents consent to and agrees agree to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other document which evidences, secures or guarantees all or any portion of the Loan Document or is executed and delivered in connection with the Loan (the "Loan Documents") to or with Indemnitee Lender by Indemnitor Borrower or any Person person who succeeds Indemnitor Borrower or any Person person as owner of the Property. In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting Indemnitee’s Lender's recourse to the Property or to any other security for the Note, or limiting Indemnitee’s Lender's rights to a deficiency judgment against IndemnitorBorrower, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Borrower under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, (v) the release of Indemnitor one or more Indemnitors or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s Lender's voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s Lender's failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’s 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 LoanNote; and, in any such case, whether with or without notice to Indemnitor Indemnitors and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Security Instrument or any of the other Loan Documents (as defined in the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property). In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanGuaranty, the Note, or any of the other Loan Documents or (vii) Indemnitee’s failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’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 LoanGuaranty, the Note or any of the other Loan Documents; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instruments or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instruments or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, Security Instruments or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage Security Instruments or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage Security Instruments or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other Loan Document to or with Indemnitee by Indemnitor Borrower or any Person who succeeds Indemnitor Borrower, Principal or any Person as owner of the Property. In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by by: (ia) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, ; (iib) any sale or transfer of all or part of the Property, ; (iiic) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against any Indemnitor, ; (ivd) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Indemnitors herein and by Borrower and/or Principal under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, ; (ve) the release of any Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, ; (vif) the release or substitution in whole or in part of any security for the Loan, Note; or (viig) Indemnitee’s failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such caseor all of the foregoing cases, whether with or without notice to any Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, by any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, except as expressly permitted in the Loan Documents, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, (v) subject to Section 25 hereof, the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the Loan, or (vii) Indemnitee’s failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’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; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The Guarantor acknowledges and agrees that all obligations hereunder are and shall be absolute and unconditional under any and all circumstances without regard to the validity, regularity or enforceability of any or all of the Loan Documents or the existence of any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the foregoing, Guarantor acknowledges and agrees that its liability of Indemnitor under this Agreement hereunder shall in no way be limited or impaired byreleased, and Indemnitor hereby consents to and agrees to be bound byterminated, any amendment or modification of the provisions of the Notedischarged, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by reason of any of the following (iwhether or not Guarantor has any knowledge or notice thereof): (a) the irregularity, invalidity or unenforceability, in whole or in part, of any of the Loan Documents against Borrower or Lender; (b) Borrower's lack of authority or lawful right to enter into any of the Loan Documents; (c) any modification, supplement, extension, consolidation, restatement, waiver or consent provided by Lender with respect to any of the Loan Documents including, without limitation, approval of a Transfer or the grant of extensions of time for performance required by payment or performance; (d) failure to record any Loan Document or to perfect any security interest intended to be provided thereby or otherwise to protect, secure or insure any collateral for the NoteLoan; (e) Lender's failure to exercise, or delay in exercising, any rights or remedies Lender may have under the Loan Documents or under this Guaranty Agreement; (f) the release or substitution, in whole or in part, of any collateral for the Mortgage Loan or acceptance of additional collateral for the Loan; (g) the release of Borrower from performance, in whole or in part, under any of the other Loan Documents, in each case whether by operation of law, Lender's voluntary act, or otherwise; (iih) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation or other like proceeding involving or affecting Borrower, any member of Borrower, any other Guarantor or Lender; (i) the termination or discharge of the Security Instrument or the exercise of any power of sale or transfer any foreclosure (judicial or otherwise) or delivery or acceptance of all a deed-in-lieu of foreclosure; (j) the existence of any claim, setoff, counterclaim, defense or part of the Property, (iii) except as provided hereinother rights which Guarantor may have against Borrower, any exculpatory provision member of Borrower, any other Guarantor or Lender, whether in the Note, connection with the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, transaction; (ivk) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage Guarantor in this Guaranty; or any of the other Loan Documents or herein, (vl) the release of Indemnitor or any other Person from performance circumstance which might otherwise constitute a legal or observance equitable discharge or defense of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the Loan, or (vii) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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; and, in any such case, whether with or without notice to Indemnitor and with or without considerationa guarantor.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any of the other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the PropertyDocuments. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s Lender's recourse to the Property or to any other security for the Note, or limiting Indemnitee’s Lender's rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the Loan Agreement, the Mortgage, the Note or the other Loan Documents by operation of law, Indemnitee’s Lender's voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s Lender's failure to record the Loan Agreement, the Mortgage or file any UCC financing statements (or Indemnitee’s 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 LoanNote; and, in any such case, whether with or without notice to Indemnitor Indemnitors and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Mortgage, the Assumption Agreement or any other Loan Document to or with Indemnitee by Indemnitor one or more of the Borrowers or any Person who succeeds Indemnitor one or more of the Borrowers or any Person as owner of any Individual Property (subject to the Propertyexpress provisions of Section 9 hereof). In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Mortgage, the Assumption Agreement or any of the other Loan Documents, (ii) unless a substitute Indemnitor acceptable to Indemnitee in accordance with the Loan Agreement has agreed in writing to be bound by the terms of this Agreement, but subject to Section 9 and Section 10 hereof, any sale or transfer of all or part of the any Individual Property, or any sale or other assignment by any Non-Borrower Indemnitor of its direct or indirect ownership interests in any Borrower, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, the Assumption Agreement or any of the other Loan Documents limiting Indemnitee’s recourse to the Property Properties or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitorany of the Indemnitors, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Borrowers under the Note, the Loan Agreement, the Mortgage Mortgage, the Assumption Agreement or any of the other Loan Documents or herein, (v) the release of Indemnitor any of the Indemnitors (including, if applicable, Borrowers) or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents Documents, by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage Mortgage, the Assumption Agreement or file any of the UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor any of the Indemnitors and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Borrower under this Agreement shall in no way be limited or impaired by, and Indemnitor Borrower hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the PropertyDocuments. In addition, the liability of Indemnitor Borrower under this Agreement shall in no way be limited or impaired by (ia) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, (iib) any sale or transfer of all or part of the Property, (iiic) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, Security Instrument or any of the other Loan Documents limiting IndemniteeLender’s recourse to the Property or to any other security for the Note, or limiting IndemniteeLender’s rights to a deficiency judgment against IndemnitorBorrower, (ivd) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Borrower or any other Person under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, (ve) the release of Indemnitor Borrower or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, IndemniteeLender’s voluntary act, or otherwise, (vif) the release or substitution in whole or in part of any security for the LoanNote, or (viig) IndemniteeLender’s failure to record the Mortgage Security Instrument or file any UCC financing statements (or IndemniteeLender’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor Borrower and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person Documents (as owner of defined in the PropertySecurity Instrument). In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, (v) the release of any Indemnitor or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the NoteLoan Agreement, the Loan AgreementNote, the Mortgage or any other document that evidences, secures or guarantees all or any portion of the Loan, or is executed and delivered in connection with the Loan Document (the “Other Security Documents”) to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the PropertyPremises (subject to any restrictions on transfer under the Loan Agreement). In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (ia) any extensions of time for performance required by the NoteLoan Agreement, the Loan AgreementNote, the Mortgage or any of the other Loan Other Security Documents, (iib) any sale or transfer of all or part of the PropertyPremises, (iiic) except as provided herein, any exculpatory provision in the NoteLoan Agreement, the Loan AgreementNote, the Mortgage, or any of the other Loan Other Security Documents limiting Indemnitee’s recourse to the Property Premises or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (ivd) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the NoteLoan Agreement, the Loan AgreementNote, the Mortgage or any of the other Loan Documents Other Security Documents, or herein, (ve) the release of Indemnitor or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Other Security Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vif) the release or substitution in whole or in part of any security for the LoanNote, or (viig) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The Guarantor acknowledges and agrees that all obligations hereunder are and shall be absolute and unconditional under any and all circumstances without regard to the validity, regularity or enforceability of any or all of the Loan Documents or the existence of any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the foregoing, Guarantor acknowledges and agrees that its liability of Indemnitor under this Agreement hereunder shall in no way be limited or impaired byreleased, and Indemnitor hereby consents to and agrees to be bound byterminated, any amendment or modification of the provisions of the Notedischarged, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by reason of any of the following (iwhether or not Guarantor has any knowledge or notice thereof): (a) Borrower’s lack of authority or lawful right to enter into any of the Loan Documents; (b) any modification, supplement, extension, consolidation, restatement, waiver or consent provided by Lender with respect to any of the Loan Documents including, without limitation, the grant of extensions of time for performance required by payment or performance; (c) failure to record any Loan Document or to perfect any security interest intended to be provided thereby or otherwise to protect, secure or insure any collateral for the NoteLoan; (d) Lender’s failure to exercise, or delay in exercising, any rights or remedies Lender may have under the Loan AgreementDocuments or under this Guaranty; (e) the release or substitution, in whole or in part, of any collateral for the Loan or acceptance of additional collateral for the Loan; (f) the release of Borrower from performance, in whole or in part, under any of the Loan Documents, in each case whether by operation of law, Lender’s voluntary act, or otherwise; (g) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation or other like proceeding involving or affecting Borrower, any other guarantor or Lender; (h) the termination or discharge of the Mortgage or the exercise of any power of the other Loan Documents, (ii) any sale or transfer any foreclosure Gudicial or otherwise) or delivery or acceptance of all a deed-in-lieu of foreclosure; (i) the existence of any claim, setoff, counterclaim, defense or part of the Property, (iii) except as provided hereinother rights which Guarantor may have against Borrower, any exculpatory provision other guarantor or Lender, whether in the Note, connection with the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property transaction; or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (ivG) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained Borrower in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the Loan, or (vii) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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; and, in any such case, whether with or without notice to Indemnitor and with or without considerationDocuments.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the NoteLoan Agreement, the Loan AgreementNote, the Mortgage or any of the other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the PropertyDocuments. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (ia) any extensions of time for performance required by the NoteLoan Agreement, the Loan AgreementNote, the Mortgage or any of the other Loan Documents, (iib) any sale or transfer of all or part of the any Property, whether following foreclosure of the Mortgage or otherwise, (iiic) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents otherwise limiting Indemnitee’s 's recourse to the any Property or to any other security for the NoteObligations, or limiting Indemnitee’s 's rights to a deficiency judgment against Indemnitor, (ivd) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the NoteLoan Agreement, the Loan AgreementNote, the Mortgage or any of the other Loan Documents or by Indemnitor herein, (ve) the release release, waiver or discharge of any Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vif) the release or substitution in whole or in part of any security for the LoanObligations, or (viig) Indemnitee’s 's failure to record the Mortgage or file any UCC financing statements (or Indemnitee’s '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 LoanObligations, (h) any exercise or non-exercise by Indemnitee of any right or privilege under this Agreement or any of the other Loan Documents, or (i) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Indemnitor or any Affiliate of any Indemnitor, or any action by any trustee or receiver or by any court in any such proceeding; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and subject to the proviso in Section 23(b) of this Agreement, Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the PropertyDocument. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (ii) any sale or transfer of all or part of the PropertyPremises, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents Document limiting Indemnitee’s Lender Parties’ recourse to the Property Premises or to any other security for the NoteLoan, or limiting Indemnitee’s Lender Parties’ rights to a deficiency judgment against Borrower or Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by any Indemnitor or Borrower under the this Agreement, the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or hereinDocument, (v) the release of Indemnitor or any other Person person or party from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents Document by operation of law, IndemniteeLender’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the Loan, or (vii) IndemniteeLender’s failure to record the Mortgage or file any UCC financing statements (or IndemniteeLender’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; and, in any such case, whether with or without notice to Indemnitor and with or without consideration. Any one or more parties liable upon or in respect of this Agreement may be released without affecting the liability of any Indemnitor not so released.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Pledge Agreements or any other Loan Document to or with Indemnitee by Indemnitor Borrowers or any Person who succeeds Indemnitor either or both Borrowers or any Person as owner of any of the PropertyCollateral. In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (ia) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Pledge Agreements or any of the other Loan Documents, (iib) any sale or transfer of all or part of either Property or the PropertyCollateral, (iiic) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgagePledge Agreements, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property Collateral or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against any Indemnitor, (ivd) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Indemnitors herein and by Borrowers under the Note, the Loan Agreement, the Mortgage Pledge Agreements or any of the other Loan Documents or hereinDocuments, (ve) the release of any Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vif) the release or substitution in whole or in part of any security for the LoanNote, or (viig) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such caseor all of the foregoing cases, whether with or without notice to any Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the PropertyProperty (or any portion thereof). In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the Loan, or (vii) Indemnitee’s failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’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; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Mezzanine Loan Agreement, the Mortgage Agreement or any other Mezzanine Loan Document Documents to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the PropertyMezzanine Loan or the collateral therefor. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Mezzanine Loan Agreement, the Mortgage Agreement or any of the other Mezzanine Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Mezzanine Loan Agreement, the Mortgage, Agreement or any of the other Mezzanine Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note's recourse, or limiting Indemnitee’s 's rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Mezzanine Loan Agreement, the Mortgage Agreement or any of the other Mezzanine Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Mezzanine Loan Documents by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s 's failure to record the Mortgage or file any UCC financing statements (or Indemnitee’s '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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Pledge Agreement, the Assumption Agreement or any other Loan Document to or with Indemnitee by Indemnitor Borrower or any Person who succeeds Indemnitor Borrower or any Person as owner of the PropertyCollateral or any Individual Property (subject to the express provisions of Section 9 hereof). In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Pledge Agreement, the Assumption Agreement or any of the other Loan Documents, (ii) unless a substitute Indemnitor acceptable to Indemnitee in accordance with the Loan Agreement has agreed in writing to be bound by the terms of this Agreement, but subject to Section 9 and Section 10 hereof, any sale or transfer of all or part of the PropertyCollateral, or any sale or other assignment by any Non-Borrower Indemnitor of its direct or indirect ownership interests in any Mortgage Borrower, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgagePledge Agreement, the Assumption Agreement or any of the other Loan Documents limiting Indemnitee’s recourse to the Property Properties or the Collateral or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against IndemnitorIndemnitors, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Borrower under the Note, the Loan Agreement, the Mortgage Pledge Agreement, the Assumption Agreement or any of the other Loan Documents or herein, (v) the release of Indemnitor any of the Indemnitors or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents Documents, by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage or file any of the UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor any of the Indemnitors and with or without consideration.. 11 Environmental Indemnity Agreement (Mezzanine Loan)

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the any Mortgage or any other Loan Document to or with Indemnitee by Indemnitor Borrower and/or Sponsor or any Person who succeeds Indemnitor Borrower or any Person as owner of the PropertyProperties. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (ia) any extensions of time for performance required by the Note, the Loan Agreement, the any Mortgage or any of the other Loan Documents, (iib) any sale or transfer of all or part of the any Property, (iiic) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the any Mortgage, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property Properties or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against IndemnitorBorrower, (ivd) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Borrower and/or Sponsor under the Note, the Loan Agreement, the any Mortgage or any of the other Loan Documents or herein, (ve) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vif) the release or substitution in whole or in part of any security for the LoanNote, or (viig) Indemnitee’s failure to record the any Mortgage or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (ii) any sale or transfer of all or part of the PropertyProperty other than to any Indemnitee or affiliate, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the NoteLoan Agreement, the Loan AgreementNote, the Mortgage or any of the other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the PropertyDocuments. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (ia) any extensions of time for performance required by the NoteLoan Agreement, the Loan AgreementNote, the Mortgage or any of the other Loan Documents, (iib) any sale or transfer of all or part of the Property, whether following foreclosure of the Mortgage or otherwise, (iiic) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents otherwise limiting Indemnitee’s 's recourse to the Property or to any other security for the NoteObligations, or limiting Indemnitee’s 's rights to a deficiency judgment against Indemnitor, (ivd) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the NoteLoan Agreement, the Loan AgreementNote, the Mortgage or any of the other Loan Documents or by Indemnitor herein, (ve) the release release, waiver or discharge of any Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vif) the release or substitution in whole or in part of any security for the LoanObligations, or (viig) Indemnitee’s 's failure to record the Mortgage or file any UCC financing statements (or Indemnitee’s '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 LoanObligations, (h) any exercise or non-exercise by Indemnitee of any right or privilege under this Agreement or any of the other Loan Documents, or (i) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Indemnitor or any Affiliate of any Indemnitor, or any action by any trustee or receiver or by any court in any such proceeding; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor Borrower or any Person who succeeds Indemnitor Borrower or any Person as owner of the Property. In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, or any sale or other assignment by any Non-Borrower Indemnitor of its direct or indirect ownership interests in Borrower, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, Mortgage or any of the other Loan Documents limiting Indemnitee’s 's recourse to the Property or to any other security for the Note, or limiting Indemnitee’s 's rights to a deficiency judgment against Indemnitorany of the Indemnitors, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Borrower under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) the release of Indemnitor any of the Indemnitors (including, if applicable, Borrower) or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents Documents, by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s 's failure to record the Mortgage or file any UCC financing statements (or Indemnitee’s '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 LoanNote; and, in any such case, whether with or without notice to Indemnitor any of the Indemnitors and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instruments or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner or operator of the any Individual Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (ia) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instruments or any of the other Loan Documents, (iib) any sale or transfer of all or part of the any -7- Individual Property, (iiic) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, Security Instruments or any of the other Loan Documents limiting Indemnitee’s recourse to the Property Properties or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (ivd) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage Security Instruments or any of the other Loan Documents or herein, (ve) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vif) the release or substitution in whole or in part of any security for the LoanNote, or (viig) Indemnitee’s failure to record the Mortgage Security Instruments or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and Indemnitor Indemnitors hereby consents consent to and agrees agree to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Propertyother “Loan Documents” (as hereinafter defined). In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, (ii) any sale or transfer of all or part of the PropertyPremises, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property Premises or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against IndemnitorIndemnitors, (iv) the iv)the accuracy or inaccuracy of the representations and warranties made by Indemnitor Indemnitors under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, (v) the release of any Indemnitor or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor Indemnitors and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person Documents (as owner of defined in the PropertySecurity Instrument). In addition, the liability of each Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, (v) the release of each Indemnitor or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The Except as provided in Section 2.5 hereof, the liability of Indemnitor Guarantor under this Agreement shall in no way be limited or impaired by, and Indemnitor Guarantor hereby consents consent to and agrees agree to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other Loan Document to or with Indemnitee lndemnitee by Indemnitor any Guarantor or any Person person who succeeds Indemnitor any Guarantor or any Person person as owner of the Property. In addition, the liability of Indemnitor Guarantor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting Indemnitee’s ' s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s ' s rights to a deficiency judgment against IndemnitorGuarantor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Guarantor under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, (v) the release of Indemnitor Guarantor or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s lndemnitee's voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s 's failure to record the Mortgage Security Documents or file any UCC financing statements (or Indemnitee’s '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 LoanNote; and, in any such case, whether with or without notice to Indemnitor Guarantor and with or without consideration.,

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the PropertyCollateral. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (ii) any sale or transfer of all or part of the PropertyCollateral, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property Collateral or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the Loan, or (vii) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of the Indemnitor under this Agreement shall in no way be limited or impaired by, and the Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan AgreementMortgage, the Mortgage Loan Agreement or any other document which evidences, secures or guarantees all or any portion of the Loan, or is executed and delivered in connection with the Loan Document (the "OTHER SECURITY DOCUMENTS") to or with the Indemnitee by the Indemnitor or any Person person who succeeds the Indemnitor or any Person person as owner of the Property. In addition, the liability of the Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan AgreementMortgage, the Mortgage Loan Agreement or any of the other Loan Other Security Documents, (ii) subject to Section 2.5 hereof, any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan AgreementMortgage, the Mortgage, Loan Agreement or any of the other Loan Other Security Documents limiting the Indemnitee’s 's recourse to the Property or to any other security for the Note, or limiting the Indemnitee’s 's rights to a deficiency judgment against the Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by the Indemnitor under the Note, the Loan AgreementMortgage, the Mortgage Loan Agreement or any of the other Loan Documents Other Security Documents, or herein, (v) the release of the Indemnitor or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in the Note, the Mortgage, the Loan Agreement or any of the other Loan Other Security Documents by operation of law, the Indemnitee’s 's voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) the Indemnitee’s 's failure to record the Mortgage or file any UCC financing statements (or the Indemnitee’s '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 LoanNote; and, in any such case, whether with or without notice to the Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Pledge Agreement or any other Loan Document to or with Indemnitee by any Indemnitor or any Person who succeeds Indemnitor any indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Pledge Agreement or any of the other Loan DocumentsDocument, (ii) any sale or transfer of all or part of the PropertyCollateral, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, Agreement or any of the other Loan Documents limiting Indemnitee’s recourse to the Property Collateral or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against any Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by any Indemnitor under the Note, the Loan Agreement, the Mortgage Pledge Agreement or any of the other Loan Documents or herein, (v) the release of any Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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; Note and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and Indemnitor Indemnitors hereby consents consent to and agrees agree to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other document which evidences, secures or guarantees all or any portion of the Loan Document or is executed and delivered in connection with the Loan (the “Loan Documents”) to or with Indemnitee Lender by Indemnitor Borrower or any Person person who succeeds Indemnitor Borrower or any Person person as owner of the Property. In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting IndemniteeLender’s recourse to the Property or to any other security for the Note, or limiting IndemniteeLender’s rights to a deficiency judgment against IndemnitorBorrower, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Borrower under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, (v) the release of Indemnitor one or more Indemnitors or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, IndemniteeLender’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) IndemniteeLender’s failure to record the Mortgage Security Instrument or file any UCC financing statements (or IndemniteeLender’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor Indemnitors and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (ii) unless a substitute indemnitor acceptable to Indemnitee has agreed in a writing acceptable to Indemnitee to be bound by the terms of this Agreement, any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s 's recourse to the Property or to any other security for the Note, or limiting Indemnitee’s 's rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s 's failure to record the Mortgage or file any UCC financing statements (or Indemnitee’s '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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability Student Housing Guarantor hereby agrees that its obligations under the terms of Indemnitor under this Agreement Guaranty shall in no way not be limited released, diminished, impaired, reduced, or impaired by, and Indemnitor hereby consents to and agrees to be bound by, affected by the occurrence of any amendment one or modification more of the provisions following events: (a) the taking or accepting of any other security or guaranty for any or all of the NoteGuaranteed Obligations; (b) any release, surrender, exchange, subordination, or loss of any security at any time existing in connection with any or all of the Loan AgreementGuaranteed Obligations; (c) the insolvency, bankruptcy, or lack of partnership or corporate power of Tenant, or any party at any time liable for any or all of the Mortgage Guaranteed Obligations, whether now existing or hereafter occurring; (d) any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection of any of the Guaranteed Obligations or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations; (e) the existence of any claim, setoff, counterclaim, defense or other rights which Guarantor may have against Tenant or the FCRHA, whether in connection with the Project or any other Loan Document to transaction; (f) any assignment of the Lease or with Indemnitee by Indemnitor the Guaranteed Obligations or any Person who succeeds Indemnitor part thereof; (g) the unenforceability of all or any Person as owner part of the Property. In additionGuaranteed Obligations against Tenant by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the liability officers creating same acted in excess of Indemnitor their authority; (h) any payment by Tenant to the FCRHA in respect of the Guaranteed Obligations is held to constitute a preference under this Agreement shall in no way be limited the bankruptcy laws or impaired by if for any other reason the FCRHA is required to refund such payment or pay the amount thereof to someone else; or (i) any extensions impairment, modification, release, or limitation of time for performance required by liability of Tenant or its estate in bankruptcy, resulting from the Note, the Loan Agreement, the Mortgage operation of any present or any future provision of the other Loan Documents, (ii) any sale or transfer of all or part Bankruptcy Code of the Property, (iii) except as provided herein, any exculpatory provision in United States or from the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance decision of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the Loan, or (vii) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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; and, in any such case, whether with or without notice to Indemnitor and with or without considerationcourt interpreting same.

Unimpaired Liability. The Each Indemnitor acknowledges and agrees that its respective liability of Indemnitor under this Agreement hereunder shall in no way be limited or impaired byreleased, and Indemnitor hereby consents to and agrees to be bound byterminated, any amendment or modification of the provisions of the Notedischarged, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by reason of any of the following (iwhether or not Indemnitor has any knowledge or notice thereof): (a) the irregularity, invalidity or unenforceability, in whole or in part, of any of the Loan Documents against Borrower or Lender; (b) Borrower’s lack of authority or lawful right to enter into any of the Loan Documents; (c) any modification, supplement, extension, consolidation, restatement, waiver or consent provided by Lender with respect to any of the Loan Documents including, without limitation, approval of a Transfer or the grant of extensions of time for performance required by payment or performance; (d) failure to record any Loan Document or to perfect any security interest intended to be provided thereby or otherwise to protect, secure or insure any collateral for the NoteLoan; (e) Lender’s failure to exercise, or delay in exercising, any rights or remedies Lender may have under the Loan Documents or under this Agreement; (f) the release or substitution, in whole or in part, of any collateral for the Mortgage Loan or acceptance of additional collateral for the Loan; (g) the release of any Indemnitor from performance, in whole or in part, under this Agreement or the release of Borrower from performance, in whole or in part, under any of the other Loan Documents, in each case whether by operation of law, Lender’s voluntary act, or otherwise; (iih) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation or other like proceeding involving or affecting Borrower, SPE Manager, SPE Equity Owner, any other Indemnitor or Lender; (i) the termination or discharge of the Security Instrument or the exercise of any power of sale or transfer any foreclosure (judicial or otherwise) or delivery or acceptance of all a deed-in-lieu of foreclosure; (j) the existence of any claim, setoff, counterclaim, defense or part of the Propertyother rights which Indemnitor may have against Borrower, (iii) except as provided hereinSPE Manager, SPE Equity Owner, any exculpatory provision other Indemnitor or Lender, whether in the Note, connection with the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, transaction; (ivk) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Borrower in this Agreement, the Mortgage ; or any of the other Loan Documents or herein, (vl) the release of Indemnitor or any other Person from performance circumstance which might otherwise constitute a legal or observance equitable discharge or defense of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the Loan, or (vii) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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; and, in any such case, whether with or without notice to Indemnitor and with or without considerationan indemnitor.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor Borrower or any Person who succeeds Indemnitor Borrower or any Person as owner of the Property. In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, or any sale or other assignment by any Non-Borrower Indemnitor of its direct or indirect ownership interests in Borrower, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, Mortgage or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitorany of the Indemnitors, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Borrower under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) the release of Indemnitor any of the Indemnitors (including, if applicable, Borrower) or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents Documents, by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor any of the Indemnitors and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s 's recourse to the Property or to any other security for the Note, or limiting Indemnitee’s 's rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s 's failure to record the Mortgage or file any UCC financing statements (or Indemnitee’s '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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability Family Housing Guarantor hereby agrees that its obligations under the terms of Indemnitor under this Agreement Guaranty shall in no way not be limited released, diminished, impaired, reduced, or impaired by, and Indemnitor hereby consents to and agrees to be bound by, affected by the occurrence of any amendment one or modification more of the provisions following events: (a) the taking or accepting of any other security or guaranty for any or all of the NoteGuaranteed Obligations; (b) any release, surrender, exchange, subordination, or loss of any security at any time existing in connection with any or all of the Loan AgreementGuaranteed Obligations; (c) the insolvency, bankruptcy, or lack of partnership or corporate power of Tenant, or any party at any time liable for any or all of the Mortgage Guaranteed Obligations, whether now existing or hereafter occurring; (d) any neglect, delay, omission, failure, or refusal of the FCRHA to take or prosecute any action for the collection of any of the Guaranteed Obligations or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations; (e) the existence of any claim, setoff, counterclaim, defense or other rights which Guarantor may have against Tenant or the FCRHA, whether in connection with the Project or any other Loan Document to transaction; (f) any assignment of the Lease or with Indemnitee by Indemnitor the Guaranteed Obligations or any Person who succeeds Indemnitor part thereof; (g) the unenforceability of all or any Person as owner part of the Property. In additionGuaranteed Obligations against Tenant by reason of the fact that the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or the liability officers creating same acted in excess of Indemnitor their authority; (h) any payment by Tenant to the FCRHA in respect of the Guaranteed Obligations is held to constitute a preference under this Agreement shall in no way be limited the bankruptcy laws or impaired by if for any other reason the FCRHA is required to refund such payment or pay the amount thereof to someone else; or (i) any extensions impairment, modification, release, or limitation of time for performance required by liability of Tenant or its estate in bankruptcy, resulting from the Note, the Loan Agreement, the Mortgage operation of any present or any future provision of the other Loan Documents, (ii) any sale or transfer of all or part Bankruptcy Code of the Property, (iii) except as provided herein, any exculpatory provision in United States or from the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance decision of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the Loan, or (vii) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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; and, in any such case, whether with or without notice to Indemnitor and with or without considerationcourt interpreting same.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (ia) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, (iib) any sale or transfer of all or part of the Property, (iiic) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting Indemnitee’s 's recourse to the Property or to any other security for the Note, or limiting Indemnitee’s 's rights to a deficiency judgment against Indemnitor, (ivd) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, (ve) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vif) the release or substitution in whole or in part of any security for the LoanNote, or (viig) Indemnitee’s 's failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’s '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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Mortgage, the Assumption Agreement or any other Loan Document to or with Indemnitee by Indemnitor one or more of the Borrowers or any Person who succeeds Indemnitor one or more of the Borrowers or any Person as owner of any Individual Property (subject to the Propertyexpress provisions of Section 9 hereof). In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Mortgage, the Assumption Agreement or any of the other Loan Documents, (ii) unless a substitute Indemnitor acceptable to Indemnitee in accordance with the Loan Agreement has agreed in writing to be bound by the terms of this Agreement, but subject to Section 9 and Section 10 hereof, any sale or transfer of all or part of the any Individual Property, or any sale or other assignment by any Non-Borrower Indemnitor of its direct or indirect ownership interests in any Borrower, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, the Assumption Agreement or any of the other Loan Documents limiting Indemnitee’s recourse to the Property Properties or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitorany of the Indemnitors, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Borrowers under the Note, the Loan Agreement, the Mortgage Mortgage, the Assumption Agreement or any of the other Loan Documents or herein, (v) the release of Indemnitor any of the Indemnitors (including, if applicable, Borrowers) or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents Documents, by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage Mortgage, the Assumption Agreement or file any of the UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor any of the Indemnitors and with or without consideration.. 11 Environmental Indemnity Agreement

Unimpaired Liability. The Guarantor acknowledges and agrees that all obligations hereunder are and shall be absolute and unconditional under any and all circumstances without regard to the validity, regularity or enforceability of any or all of the Loan Documents or the existence of any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. Without limiting the foregoing, Guarantor acknowledges and agrees that its liability of Indemnitor under this Agreement hereunder shall in no way be limited or impaired byreleased, and Indemnitor hereby consents to and agrees to be bound byterminated, any amendment or modification of the provisions of the Notedischarged, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by reason of any of the following (iwhether or not Guarantor has any knowledge or notice thereof): (a) the irregularity, invalidity or unenforceability, in whole or in part, of any of the Loan Documents against Borrower or Lender; (b) Borrower’s lack of authority or lawful right to enter into any of the Loan Documents; (c) any modification, supplement, extension, consolidation, restatement, waiver or consent provided by Lender with respect to any of the Loan Documents including, without limitation, approval of a Transfer or the grant of extensions of time for performance required by payment or performance; (d) failure to record any Loan Document or to perfect any security interest intended to be provided thereby or otherwise to protect, secure or insure any collateral for the NoteLoan; (e) Lender’s failure to exercise, or delay in exercising, any rights or remedies Lender may have under the Loan Documents or under this Guaranty Agreement; (f) the release or substitution, in whole or in part, of any collateral for the Mortgage Loan or acceptance of additional collateral for the Loan; (g) the release of Borrower from performance, in whole or in part, under any of the other Loan Documents, in each case whether by operation of law, Lender’s voluntary act, or otherwise; (iih) any bankruptcy, insolvency, reorganization, adjustment, dissolution, liquidation or other like proceeding involving or affecting Borrower, any member of Borrower, any other Guarantor or Lender; (i) the termination or discharge of the Security Instrument or the exercise of any power of sale or transfer any foreclosure (judicial or otherwise) or delivery or acceptance of all a deed-in-lieu of foreclosure; (j) the existence of any claim, setoff, counterclaim, defense or part of the Property, (iii) except as provided hereinother rights which Guarantor may have against Borrower, any exculpatory provision member of Borrower, any other Guarantor or Lender, whether in the Note, connection with the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, transaction; (ivk) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage Guarantor in this Guaranty; or any of the other Loan Documents or herein, (vl) the release of Indemnitor or any other Person from performance circumstance which might otherwise constitute a legal or observance equitable discharge or defense of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the Loan, or (vii) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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; and, in any such case, whether with or without notice to Indemnitor and with or without considerationa guarantor.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and Indemnitor Indemnitors hereby consents consent to and agrees agree to be bound by, any amendment or modification of the provisions of the NoteNotes, the Loan AgreementIndenture, the Mortgage Security Instruments or any other document which evidences, secures or guarantees all or any portion of the Loan Document or is executed and delivered in connection with the Loan (together with any and all extensions, renewals, substitutions, replacements, amendments, modifications and/or restatements thereof, the "Other Security Documents"; the Notes, the Indenture, the Security Instruments, this Agreement and the Other Security Documents shall collectively be referred to herein as the "Loan Documents") to or with Indemnitee by any Indemnitor or any Person person who succeeds any Indemnitor or any Person person as owner of the any Property. In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (ii) any sale or transfer of all or part of the any Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s 's recourse to the any Property or to any other security for the NoteNotes, or limiting Indemnitee’s 's rights to a deficiency judgment against any Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by any Indemnitor under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or hereinDocuments, (v) the release of any Indemnitor or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNotes, or (vii) Indemnitee’s 's failure to record the Mortgage any Security Instrument or file any UCC financing statements (or Indemnitee’s '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 LoanNotes; and, in any such case, whether with or without notice to Indemnitor Indemnitors and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other Loan Document to or with Indemnitee by [ANY] Indemnitor or any Person Loan Party or any person who succeeds Indemnitor Indemnitor, any Loan Party or any Person person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting Indemnitee’s 's recourse to the Property or to any other security for the Note, or limiting Indemnitee’s 's rights to a personal or a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, the Loan Agreement; or (vii) Indemnitee’s 's failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’s '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 LoanNote or the Loan Agreement; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against 90526307v3 Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the Loan, or (vii) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the NoteNotes, the Loan Agreement, the Mortgage Mortgages or any of the other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the PropertyDocuments. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the NoteNotes, the Loan Agreement, the Mortgage Mortgages or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the NoteNotes, the Loan Agreement, the MortgageMortgages, or any of the other Loan Documents limiting IndemniteeLender’s recourse to the Property or to any other security for the NoteNotes, or limiting IndemniteeLender’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the NoteNotes, the Loan Agreement, the Mortgage Mortgages or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the Loan Agreement, the Mortgages, the Notes or the other Loan Documents by operation of law, IndemniteeLender’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNotes, or (vii) IndemniteeLender’s failure to record the Mortgage Loan Agreement, the Mortgages or file any UCC financing statements (or IndemniteeLender’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 LoanNotes; and, in any such case, whether with or without notice to Indemnitor Indemnitors and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor or any Person person who succeeds Indemnitor or any Person person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s 's recourse to the Property or to any other security for the Note, or limiting Indemnitee’s 's rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s 's failure to record the Mortgage or file any UCC financing statements (or Indemnitee’s '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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor Borrower or any Person who succeeds Indemnitor Borrower or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, or any sale or other assignment by Indemnitor of its direct or indirect ownership interests in Borrower, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, Mortgage or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Borrower under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) except as otherwise provided in this Agreement, the release of Indemnitor (including, if applicable, Borrower) or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents Documents, by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the NoteNotes, the Loan Credit Agreement, the Mortgage Mortgages or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the PropertyProperties. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (ia) any extensions of time for performance required by the NoteNotes, the Loan Credit Agreement, the Mortgage Mortgages or any of the other Loan Documents, (iib) any sale or transfer of all or part of the PropertyProperties, (iiic) except as provided herein, any exculpatory provision in the NoteNotes, the Loan Credit Agreement, the MortgageMortgages, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property Properties or to any other security for the NoteNotes, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (ivd) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the NoteNotes, the Loan Credit Agreement, the Mortgage Mortgages or any of the other Loan Documents or herein, (ve) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vif) the release or substitution in whole or in part of any security for the LoanNotes, or (viig) Indemnitee’s failure to record the Mortgage Mortgages or file any UCC financing statements (or Indemnitee’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 LoanNotes; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other Loan Document to or with Indemnitee by Indemnitor Borrower or any Person who succeeds Indemnitor Borrower, Principals or any Person as owner of the Property. In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by by: (ia) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, ; (iib) any sale or transfer of all or part of the Property, ; (iiic) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against any Indemnitor, ; (ivd) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Indemnitors herein and by Borrower and/or Principals under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, ; (ve) the release of any Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, ; (vif) the release or substitution in whole or in part of any security for the Loan, Note; or (viig) Indemnitee’s failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such caseor all of the foregoing cases, whether with or without notice to any Indemnitor (except for notices expressly required to be given pursuant to the terms of this Agreement or of any of the other Loan Documents) and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any of the other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the PropertyDocuments. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting IndemniteeLender’s recourse to the Property or to any other security for the Note, or limiting IndemniteeLender’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the Loan Agreement, the Mortgage, the Note or the other Loan Documents by operation of law, IndemniteeLender’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) IndemniteeLender’s failure to record the Loan Agreement, the Mortgage or file any UCC financing statements (or IndemniteeLender’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor Indemnitors and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be by limited or impaired by, and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor Borrower or any Person who succeeds Indemnitor Borrower or any Person as owner of the Property. In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Property, or any sale or other assignment by any Non-Borrower Indemnitor of its direct or indirect ownership interests in Borrower, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, Mortgage or any of the other Loan Documents limiting Indemnitee’s 's recourse to the Property or to any other security for the Note, or limiting Indemnitee’s 's rights to a deficiency judgment against Indemnitorany of the Indemnitors, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Borrower under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (v) the release of Indemnitor any of the Indemnitors (including, if applicable, Borrower) or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents Documents, by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s 's failure to record the Mortgage or file any UCC financing statements (or Indemnitee’s '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 LoanNote; and, in any such case, whether with or without notice to Indemnitor any of the Indemnitors and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Pledge Agreement, the Assumption Agreement or any other Loan Document to or with Indemnitee by Indemnitor Borrower or any Person who succeeds Indemnitor Borrower or any Person as owner of the PropertyCollateral or any Individual Property (subject to the express provisions of Section 9 hereof). In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Pledge Agreement, the Assumption Agreement or any of the other Loan Documents, (ii) unless a substitute Indemnitor acceptable to Indemnitee in accordance with the Loan Agreement has agreed in writing to be bound by the terms of this Agreement, but subject to Section 9 and Section 10 hereof, any sale or transfer of all or part of the PropertyCollateral, or any sale or other assignment by any Non-Borrower Indemnitor of its direct or indirect ownership interests in any Mortgage Borrower, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgagePledge Agreement, the Assumption Agreement or any of the other Loan Documents limiting Indemnitee’s recourse to the Property Properties or the Collateral or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against IndemnitorIndemnitors, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Borrower under the Note, the Loan Agreement, the Mortgage Pledge Agreement, the Assumption Agreement or any of the other Loan Documents or herein, (v) the release of Indemnitor any of the Indemnitors or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents Documents, by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage or file any of the UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor any of the Indemnitors and with or without consideration.. 12 Environmental Indemnity Agreement (Mezzanine Loan)

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Pledge Agreement, the Assumption Agreement or any other Loan Document to or with Indemnitee by Indemnitor Borrower or any Person who succeeds Indemnitor Borrower or any Person as owner of the PropertyCollateral or any Individual Property (subject to the express provisions of Section 9 hereof). In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Pledge Agreement, the Assumption Agreement or any of the other Loan Documents, (ii) unless a substitute Indemnitor acceptable to Indemnitee in accordance with the Loan Agreement has agreed in writing to be bound by the terms of this Agreement, but subject to Section 9 and Section 10 hereof, any sale or transfer of all or part of the PropertyCollateral, or any sale or other assignment by any Non-Borrower Indemnitor of its direct or indirect ownership interests in any Mortgage Borrower, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgagePledge Agreement, the Assumption Agreement or any of the other Loan Documents limiting Indemnitee’s recourse to the Property Properties or the Collateral or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against IndemnitorIndemnitors, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Borrower under the Note, the Loan Agreement, the Mortgage Pledge Agreement, the Assumption Agreement or any of the other Loan Documents or herein, (v) the release of Indemnitor any of the Indemnitors or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents Documents, by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage or file any of the UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor any of the Indemnitors and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the NoteNotes, the Loan Credit Agreement, the Mortgage Security Instrument or any other Loan Document or any Specified Derivatives Contract to or with Indemnitee Administrative Agent and/or Lenders by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the NoteNotes, the Loan Credit Agreement, the Mortgage Security Instrument or any of the other Loan DocumentsDocuments or any Specified Derivatives Contract, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the NoteNotes, the Loan Credit Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents or any Specified Derivatives Contract limiting IndemniteeAdministrative Agent’s recourse to the Property or to any other security for the NoteNotes, or limiting IndemniteeAdministrative Agent’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the NoteNotes, the Loan Credit Agreement, the Mortgage Security Instrument or any of the other Loan Documents or any Specified Derivatives Contract or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents or any Specified Derivatives Contracts by operation of law, IndemniteeAdministrative Agent’s or any Lender’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNotes, or (vii) IndemniteeAdministrative Agent’s failure to record the Mortgage Security Instrument or file any UCC financing statements (or IndemniteeAdministrative Agent’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 LoanNotes; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of any or all of the NoteNotes, the Loan Agreement, any or all of the Mortgage Mortgages or any other Loan Document to or with Indemnitee by Indemnitor any or all of the Borrowers or any Person who succeeds Indemnitor any or all of the Borrowers or any Person as owner of the any Individual Property. In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by any or all the NoteNotes, the Loan Agreement, the Mortgage Mortgages or any of the other Loan Documents, (ii) any sale or transfer of all or part of any Individual Property, or any sale or other assignment by any Non-Borrower Indemnitor of its direct or indirect ownership interest(s) in any or all of the PropertyBorrowers, (iii) except as provided herein, any exculpatory provision in any or all of the NoteNotes, the Loan Agreement, any or all of the Mortgage, Mortgages or any of the other Loan Documents limiting Indemnitee’s 's recourse to the Property Properties or to any other security for the NoteNotes, or limiting Indemnitee’s 's rights to a deficiency judgment against Indemnitorany of the Indemnitors, (iv) the accuracy or inaccuracy in any material respect of the representations and warranties made by Indemnitor any or all of the Borrowers under any or all of the NoteNotes, the Loan Agreement, any or all of the Mortgage Mortgages or any of the other Loan Documents or herein, (v) the release of Indemnitor any of the Indemnitors (including, if applicable, any or all of the Borrowers) or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents Documents, by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for any or all of the LoanNotes, or (vii) Indemnitee’s 's failure to record any or all of the Mortgage Mortgages or file any UCC financing statements (or Indemnitee’s '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 any or all of the LoanNotes; and, in any such case, whether with or without notice to Indemnitor any of the Indemnitors and with or without consideration.

Unimpaired Liability. The liability of the Indemnitor under this -------------------- Agreement shall in no way be limited or impaired by, and the Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other document which evidences, secures or guarantees all or any portion of the Loan, or is executed and delivered in connection with the Loan Document (the "Other Security Documents") to or with the Indemnitee by the Indemnitor or any Person person who succeeds the Indemnitor or any Person person as owner of the PropertyPremises. In addition, the liability of the Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Other Security Documents, (ii) any sale or transfer of all or part of the PropertyPremises (as related to the period prior to such sale or transfer or any period thereafter during which the Lender may own, control or have a lien on the applicable Parcel securing the Loan), (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Other Security Documents limiting the Indemnitee’s 's recourse to the Property Premises or to any other security for the Note, or limiting the Indemnitee’s 's rights to a deficiency judgment against the Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by the Indemnitor under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents Other Security Documents, or herein, (v) the release of the Indemnitor or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Other Security Documents by operation of law, the Indemnitee’s 's voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) the Indemnitee’s 's failure to record the Mortgage Security Instrument or file any UCC financing statements (or the Indemnitee’s '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 LoanNote; and, in any such case, whether with or without notice to the Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and Indemnitor Indemnitors hereby consents consent to and agrees agree to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other document which evidences, secures or guarantees all or any portion of the Loan Document or is executed and delivered in connection with the Loan (the “Other Security Documents”) to or with Indemnitee by any Indemnitor or any Person person who succeeds any Indemnitor or any Person person as owner of the Property. In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (ia) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Other Security Documents, (iib) any sale or transfer of all or part of the Property, (iiic) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Other Security Documents limiting Indemnitee’s 's recourse to the Property or to any other security for the Note, or limiting Indemnitee’s 's rights to a deficiency judgment against any Indemnitor, (ivd) the accuracy or inaccuracy of the representations and warranties made by any Indemnitor under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Other Security Documents or herein, (ve) the release of any Indemnitor or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Other Security Documents by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vif) the release or substitution in whole or in part of any security for the LoanNote, or (viig) Indemnitee’s 's failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’s '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 LoanNote; and, in any such case, whether with or without notice to Indemnitor Indemnitors and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Agreement or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the PropertyLoan or the collateral therefor. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (ia) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Agreement or any of the other Loan Documents, (iib) any sale or transfer of all or part of the PropertyProperties, (iiic) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, Agreement or any of the other Loan Documents limiting Indemnitee’s 's recourse to the Property or to any other security for the Note, or limiting Indemnitee’s 's rights to a deficiency judgment against Indemnitor, (ivd) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (ve) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vif) the release or substitution in whole or in part of any security for the LoanNote, or (viig) Indemnitee’s 's failure to record the Mortgage or file any UCC financing statements (or Indemnitee’s '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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (ia) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (iib) any sale or transfer of all or part of the Property, (iiic) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (ivd) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (ve) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vif) the release or substitution in whole or in part of any security for the LoanNote, or (viig) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The Except as provided herein to the contrary, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor Borrower or any Person who succeeds Indemnitor Borrower (or any Person its successor) as owner of the Property. In addition, except as provided herein to the contrary, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (ia) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (iib) any sale or transfer of all or part of the Property, subject to Section 9 below, (iiic) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, Mortgage or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (ivd) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under this Agreement, the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or hereinDocuments, (ve) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vif) the release or substitution in whole or in part of any security for the LoanNote, or (viig) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of each Indemnitor under this Agreement shall in no way be limited or impaired by, and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the NoteNotes, the Loan AgreementIndenture, the Mortgage Mortgages or any other Loan Document document which evidences, secures or guarantees all or any portion of the Notes or is executed and delivered in connection with the Notes (the “Other Security Documents”) to or with any Indemnitee by such Indemnitor or any Person person who succeeds Indemnitor or any Person the Issuer as owner of the Property. In addition, the liability of each Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the NoteNotes, the Loan AgreementIndenture, the Mortgage Mortgages or any of the other Loan Other Security Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the NoteNotes, the Loan AgreementIndenture, the MortgageMortgages, or any of the other Loan Other Security Documents limiting any Indemnitee’s recourse to the Property or to any other security for the NoteNotes, or limiting any Indemnitee’s rights to a deficiency judgment against Indemnitorthe Issuer, (iv) the accuracy or inaccuracy of the representations and warranties made by such Indemnitor under the Note, Sale and Contribution Agreement or the Loan Agreement, the Mortgage Property Management Agreement or any of the other Loan Documents certificate delivered in connection therewith or herein, (v) the release of any Indemnitor or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Other Security Documents by operation of law, any Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNotes, or (vii) Indemniteethe Issuer’s failure to record the Mortgage Mortgages or file any UCC financing statements (or Indemniteethe Issuer’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 LoanNotes; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of of, as applicable, the Note, the Loan Agreement, the Mortgage Pledge Agreement or any other Loan Document to or with Indemnitee by Indemnitor Borrower or any Person who succeeds Indemnitor Borrower or any Person as owner of the PropertyCollateral, the Mezzanine A Collateral or any Individual Property (subject to the express provisions of Section 9 hereof). In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Pledge Agreement or any of the other Loan Documents, (ii) unless a substitute Indemnitor acceptable to Indemnitee in accordance with the Loan Agreement has agreed in writing to be bound by the terms of this Agreement, but subject to Section 9 and Section 10 hereof, any sale or transfer of all or part of the PropertyCollateral, or any sale or other assignment by any Non-Borrower Indemnitor of its direct or indirect ownership interests in Borrower, Mezzanine A Borrower or any Mortgage Borrower, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, Pledge Agreement or any of the other Loan Documents limiting Indemnitee’s recourse to the Property Properties or the Collateral or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitorany of the Indemnitors, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Borrower under the Note, the Loan Agreement, the Mortgage Pledge Agreement or any of the other Loan Documents or herein, (v) the release of Indemnitor any of the Indemnitors or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents Documents, by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage or file any of the UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor any of the Indemnitors and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Borrower under this Agreement shall in no way be limited or impaired by, and Indemnitor Borrower hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Agreement or any other Loan Document to or with Indemnitee Lender by Indemnitor Borrower or any Person who succeeds Indemnitor Borrower or any Person as owner of the Theater Property. In addition, the liability of Indemnitor Borrower under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance by Borrower required by the Note, the Loan Agreement, the Mortgage Agreement or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Theater Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, Agreement or any of the other Loan Documents limiting IndemniteeLender’s recourse to the Property or to any other security for the Note, or limiting IndemniteeLender’s rights to a deficiency judgment against IndemnitorBorrower or any Obligor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor any Borrower under the Note, the Loan Agreement, the Mortgage Agreement or any of the other Loan Documents or herein, (v) the release of Indemnitor Borrower or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents whether by operation of law, IndemniteeLender’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) IndemniteeLender’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor Borrower and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan S&O Agreement, the Mortgage or any other Loan Transaction Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan S&O Agreement, the Mortgage or any of the other Loan Transaction Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan S&O Agreement, the Mortgage, or any of the other Loan Transaction Documents limiting Indemnitee’s recourse to the Property or to any other security for the NoteProperty, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan S&O Agreement, the Mortgage Mortgage, or any of the other Loan Transaction Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Transaction Documents by operation of law, Indemnitee’s voluntary act, or otherwise, or (vi) the release or substitution in whole or in part of any security for the Loan, or (vii) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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); and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and Indemnitor Indemnitors hereby consents consent to and agrees agree to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other document which evidences, secures or guarantees all or any portion of the Loan Document or executed and delivered in connection with the Loan (the "Other Security Documents") to or with Indemnitee by Indemnitor or any Person person who succeeds Indemnitor under any of such documents or any Person as owner of the Property. In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Other Security Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Other Security Documents limiting Indemnitee’s 's recourse to the Property or to any other security for the Note, or limiting Indemnitee’s 's rights to a deficiency judgment against any Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by any Indemnitor under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Other Security Documents or herein, (v) the release of Indemnitor one or both Indemnitors or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Other Security Documents by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s 's failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’s '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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the PropertyDocument. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (ia) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (iib) any sale or transfer of all or part of the PropertyPremises, (iiic) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents Document limiting Indemnitee’s Lender Parties' recourse to the Property Premises or to any other security for the NoteLoan, or limiting Indemnitee’s Lender Parties' rights to a deficiency judgment against Indemnitor, (ivd) the accuracy or inaccuracy of the representations and warranties made by any Indemnitor under this Agreement, the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or hereinDocument, (ve) the release of Indemnitor or any other Person person or party from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents Document by operation of law, Indemnitee’s Lender's voluntary act, or otherwise, (vif) the release or substitution in whole or in part of any security for the Loan, or (viig) Indemnitee’s Lender's failure to record the Mortgage or file any UCC financing statements (or Indemnitee’s 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; and, in any such case, whether with or without notice to Indemnitor and with or without consideration. Any one or more parties liable upon or in respect of this Agreement may be released without affecting the liability of any Indemnitor not so released.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage or any other Loan Document to or with Indemnitee Agent and/or the Lenders by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (ia) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents, (iib) any sale or transfer of all or part of the Property, (iiic) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (ivd) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage or any of the other Loan Documents or herein, (ve) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vif) the release or substitution in whole or in part of any security for the LoanNote, or (viig) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other Loan Document to or with Indemnitee Administrative Agent and/or Lenders by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, (ii) any sale or transfer of all or part of the PropertyProperty (except as provided in Section 10 hereof), (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting IndemniteeAdministrative Agent’s recourse to the Property or to any other security for the Note, or limiting IndemniteeAdministrative Agent’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, IndemniteeAdministrative Agent’s or any Lender’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) IndemniteeAdministrative Agent’s failure to record the Mortgage Security Instrument or file any UCC financing statements (or IndemniteeAdministrative Agent’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees agree to be bound by, any amendment or modification of the provisions of the NoteSecurity Agreements, the Loan Agreement, the Mortgage Security Instrument or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the Propertyother Financing Documents (as defined in the Security Instrument). In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the NoteSecurity Agreements, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Financing Documents, (ii) any sale or transfer of all or part of the Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Financing Documents limiting Indemnitee’s 's recourse to the Property or to any other security for the Noteindebtedness under the Security Agreements, or limiting Indemnitee’s 's rights to a deficiency judgment against any Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by any Indemnitor under the NoteSecurity Agreements, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Financing Documents or herein, (v) the release of any Indemnitor or any other Person person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Financing Documents by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the Loanindebtedness under the Security Agreements, or (vii) Indemnitee’s 's failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’s '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 Loanindebtedness under the Security Agreements; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The Subject to Section 10 hereof, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instruments or any other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the any Individual Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instruments or any of the other Loan Documents, (ii) any sale or transfer of all or part of the PropertyProperties, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, Security Instruments or any of the other Loan Documents limiting Indemnitee’s recourse to the any Individual Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the Note, the Loan Agreement, the Mortgage Security Instruments or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage Security Instruments or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Pledge or any other Loan Document to or with Indemnitee by Indemnitor Borrower or any Person who succeeds Indemnitor Borrower or any Person as owner of the Collateral or the Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Pledge or any of the other Loan Documents, (ii) any sale or transfer of all or part of the Collateral or the Property, or any sale or other assignment by Indemnitor of its direct or indirect ownership interests in Borrower, (iii) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, Pledge or any of the other Loan Documents limiting Indemnitee’s recourse to the Property Property, the Collateral or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Borrower under the Note, the Loan Agreement, the Mortgage Pledge or any of the other Loan Documents or herein, (v) except as otherwise provided in this Agreement, the release of Indemnitor (including, if applicable, Borrower) or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents Documents, by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNote, or (vii) Indemnitee’s failure to record the Mortgage or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the NoteLoan Agreement, the Loan AgreementNote, the Mortgage or any of the other Loan Document to or with Indemnitee by Indemnitor or any Person who succeeds Indemnitor or any Person as owner of the PropertyDocuments. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (ia) any extensions of time for performance required by the NoteLoan Agreement, the Loan AgreementNote, the Mortgage or any of the other Loan Documents, (iib) any sale or transfer of all or part of the Property, whether following foreclosure of the Mortgage or otherwise, (iiic) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the Mortgage, or any of the other Loan Documents otherwise limiting Indemnitee’s 's recourse to the Property or to any other security for the NoteObligations, or limiting Indemnitee’s 's rights to a deficiency judgment against Indemnitor, (ivd) the accuracy or inaccuracy of the representations and warranties made by Indemnitor under the NoteLoan Agreement, the Loan AgreementNote, the Mortgage or any of the other Loan Documents or by Indemnitor herein, (ve) the release release, waiver or discharge of any Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s 's voluntary act, or otherwise, (vif) the release or substitution in whole or in part of any security for the LoanObligations, or (viig) Indemnitee’s 's failure to record the Mortgage or file any UCC financing statements (or Indemnitee’s '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 LoanObligations, (h) any exercise or non-exercise by Indemnitee of any right or privilege under this Agreement or any of the other Loan Documents, or (i) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to any Indemnitor or any Affiliate of any Indemnitor, or any action by any trustee or receiver or by any court in any such proceeding; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.. Environmental Indemnity

Unimpaired Liability. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the any Note, the Loan Agreement, the Mortgage any Security Instrument or any other Loan Document to or with Indemnitee by Indemnitor any Borrower, Principal or any Person who succeeds Indemnitor any Borrower, Principal or any Person as owner of the any Property. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by the any Note, the Loan Agreement, the Mortgage any Security Instrument or any of the other Loan Documents, (ii) any sale or transfer of all or part of the any Property, (iii) except as provided herein, any exculpatory provision in the any Note, the Loan Agreement, the Mortgageany Security Instrument, or any of the other Loan Documents limiting Indemnitee’s recourse to the any Property or to any other security for the NoteNotes, or limiting Indemnitee’s rights to a deficiency judgment against Indemnitor, (iv) the accuracy or inaccuracy of the representations and warranties made by Indemnitor herein and by any Borrower and/or Principal under the any Note, the Loan Agreement, the Mortgage any Security Instrument or any of the other Loan Documents or herein, (v) the release of Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions condition contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, (vi) the release or substitution in whole or in part of any security for the LoanNotes, or (vii) Indemnitee’s failure to record the Mortgage any Security Instrument or file any UCC financing statements (or Indemnitee’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 LoanNotes; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.

Unimpaired Liability. The liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by, and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of the Note, the Loan Agreement, the Mortgage Security Instrument or any other Loan Document to or with Indemnitee by Indemnitor Borrower or any Person who succeeds Indemnitor Borrower, Principal or any Person as owner of the Property. In addition, the liability of Indemnitor Indemnitors under this Agreement shall in no way be limited or impaired by by: (ia) any extensions of time for performance required by the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents, ; (iib) any sale or transfer of all or part of the Property, ; (iiic) except as provided herein, any exculpatory provision in the Note, the Loan Agreement, the MortgageSecurity Instrument, or any of the other Loan Documents limiting Indemnitee’s recourse to the Property or to any other security for the Note, or limiting Indemnitee’s rights to a deficiency judgment against any Indemnitor, ; (ivd) the accuracy or inaccuracy of the representations and warranties made by Indemnitor Indemnitors herein and by Borrower and/or Principal under the Note, the Loan Agreement, the Mortgage Security Instrument or any of the other Loan Documents or herein, ; (ve) the release of any Indemnitor or any other Person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the other Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise, ; (vif) the release or substitution in whole or in part of any security for the Loan, Note; or (viig) Indemnitee’s failure to record the Mortgage Security Instrument or file any UCC financing statements (or Indemnitee’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 LoanNote; and, in any such caseor all of the foregoing cases, whether with or without notice to any Indemnitor and with or without consideration.. ​