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3. The liability of the undersigned hereunder shall include, in addition to the
<br />Indebtedness, all attorneys' fees, collection costs and enforcement expenses referable thereto.
<br />Indebtedness may be created and continued in any amount, whether or not in excess of such
<br />principal amount, without affecting or impairing the liability of the undersigned hereunder. The
<br />HRA may apply any sums received by or available to the HRA on account of the Indebtedness
<br />from Developer, from their properties, out of any collateral security or from any other source to
<br />payment of the excess. Such application of receipts shall not reduce, affect or impair the liability
<br />of the undersigned hereunder.
<br />4. The undersigned will pay or reimburse the HRA for all costs and expenses
<br />(including reasonable attorneys' fees and legal expenses) incurred by the HRA in connection
<br />with the protection, defense or enforcement of this guaranty in any litigation or bankruptcy or
<br />insolvency proceedings.
<br />5. Whether or not any existing relationship between the undersigned and
<br />Developer has been changed or ended and whether or not this guaranty has been revoked, the
<br />HRA may, but shall not be obligated to, enter into transactions resulting in the creation or
<br />continuance of Indebtedness, without any consent or approval by the undersigned and without
<br />any notice to the undersigned. The liability of the undersigned shall not be affected or impaired
<br />by any of the following acts or things (which the HRA is expressly authorized to do, omit or
<br />suffer from time to time, both before and after revocation of this guaranty, without notice to or
<br />approval by the undersigned): (i) any acceptance of collateral security, guarantors,
<br />accommodation parties or sureties for any or all Indebtedness; (ii) any one or more extensions or
<br />renewals of Indebtedness (whether or not for longer than the original period) or any modification
<br />of the interest rates, maturities or other contractual terms applicable to any Indebtedness; (iii) any
<br />waiver or indulgence granted to Developer, any delay or lack of diligence in the enforcement of
<br />Indebtedness, or any failure to institute proceedings, file a claim, give any required notices or
<br />otherwise protect any Indebtedness; (iv) any full or partial release of, settlement with, or
<br />agreement not to sue, Developer or any other guarantor or other person liable in respect of any
<br />Indebtedness; (v) any discharge of any evidence of Indebtedness or the acceptance of any
<br />instrument in renewal thereof of substitution therefor; (vi) any failure to obtain collateral security
<br />(including rights of setoff) for Indebtedness, or to see to the proper or sufficient creation and
<br />perfection thereof, or to establish the priority thereof, or to protect, insure, or enforce any
<br />collateral security; or any modification, substitution, discharge, impairment, or loss of any
<br />collateral security; (vii) any foreclosure or enforcement of any collateral security; (viii) any
<br />transfer of any Indebtedness or any evidence thereof; (ix) any order of application of any
<br />payments or credits upon Indebtedness; (x) any election by the HRA under § 1111(b) of the
<br />United States Bankruptcy Code.
<br />6. The undersigned waives any and all defenses, claims and discharges of
<br />Developer, or any other obligor, pertaining to Indebtedness, except the defense of discharge by
<br />payment in full. Without limiting the generality of the foregoing, the undersigned will not assert,
<br />plead or enforce against the HRA any defense of waiver, release, discharge in bankruptcy, statute
<br />of limitations, res judicata, statute of frauds, anti -deficiency statute, fraud, incapacity, minority,
<br />usury, illegality or unenforceability which may be available to Developer or any other person
<br />liable in respect of any Indebtedness, or any setoff available against the HRA to Developer or
<br />any such other person, whether or not on account of a related transaction. The undersigned
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<br />2695614v12
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