Documents, a
true copy of each of which documents Principal hereby acknowledges having
received and reviewed.
Notwithstanding anything to the contrary contained herein, in no event shall (i)
ML&P be liable for an amount in excess of fifty one percent (51%) of the sums
due to Lender hereunder, (ii) Ritz-Carlton be liable for an amount in excess of
thirty-four percent (34%) of the sums due to Lender hereunder or (iii) Exclusive
Resorts be liable for an amount in excess of fifteen percent (15%) of the sums
due to Lender hereunder.
2.
PRINCIPAL HEREBY WAIVES: (A) NOTICE OF ACCEPTANCE OF THIS
GUARANTY BY LENDER AND OF PRESENTMENT, DEMAND, PROTEST, NOTICE OF PROTEST AND OF
DISHONOR, NOTICE OF DEFAULT AND, EXCEPT FOR THE NOTICES SET FORTH HEREIN, ALL
OTHER NOTICES OF EVERY KIND OR NATURE NOW OR HEREAFTER PROVIDED BY AGREEMENT OR
AVAILABLE AT LAW; (B) THE PLEADING OF ANY STATUTE OF LIMITATIONS AS A DEFENSE TO
THE OBLIGATIONS HEREUNDER; AND (C) ANY RIGHT TO REQUIRE OR COMPEL LENDER, PRIOR
TO EXERCISING ITS RIGHTS HEREUNDER TO FIRST PROCEED AGAINST BORROWER OR ANY
SECURITY FOR THE LOAN, OR TO PURSUE ANY OTHER REMEDY AVAILABLE TO LENDER.
LENDER'S FAILURE TO EXERCISE, OR DELAY IN EXERCISING, ANY RIGHT OR POWER
HEREUNDER SHALL NOT OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL
EXERCISE BY LENDER OF ANY RIGHT, REMEDY OR POWER HEREUNDER PRECLUDE ANY OTHER OR
FUTURE EXERCISE OF ANY OTHER RIGHT, REMEDY OR POWER.
PRINCIPAL ACKNOWLEDGES
THAT LENDER MAY SEEK RECOVERY OF THE RECOURSE OBLIGATIONS FROM PRINCIPAL WITH
THE SAME FORCE AND EFFECT AS IF PRINCIPAL WERE PRIMARY OBLIGOR UNDER THE NOTE
AND THE OTHER LOAN DOCUMENTS.
3.
PRINCIPAL FURTHER AGREES THAT THE VALIDITY OF THIS GUARANTY AND
THE OBLIGATIONS OF PRINCIPAL HEREUNDER SHALL IN NO WAY BE TERMINATED, AFFECTED
OR IMPAIRED BY REASON OF: (A) THE ASSERTION BY LENDER OF ANY RIGHTS OR REMEDIES
WHICH IT MAY HAVE UNDER OR WITH RESPECT TO THE NOTE OR THE OTHER LOAN DOCUMENTS
AGAINST ANY PERSON OBLIGATED THEREUNDER OR AGAINST THE OWNER OF THE PROJECT; (B)
ANY FAILURE TO FILE OR RECORD ANY OF THE LOAN DOCUMENTS OR TO TAKE OR PERFECT
ANY SECURITY INTENDED TO BE PROVIDED THEREBY; (C) THE RELEASE OR EXCHANGE OF THE
REAL PROPERTY OR ANY OTHER COLLATERAL FOR THE LOAN; PROVIDED THAT THIS GUARANTY
SHALL NOT, WITHOUT THE PRIOR CONSENT OF PRINCIPALS, COVER OR PERTAIN TO ANY
RECOURSE OBLIGATIONS THAT RELATE TO SUCH RELEASED OR EXCHANGED PORTION OF THE
COLLATERAL ARISING FROM AND AFTER THE RELEASE OF SUCH RELEASED OR EXCHANGED
COLLATERAL; (D) THE COMMENCEMENT OF A CASE UNDER THE BANKRUPTCY CODE BY OR
AGAINST ANY PERSON OBLIGATED UNDER THE NOTE OR THE OTHER LOAN DOCUMENTS; OR (E)
ANY PAYMENT MADE ON THE DEBT, WHETHER MADE BY BORROWER OR PRINCIPAL OR ANY OTHER
PERSON, WHICH IS REQUIRED TO BE REFUNDED PURSUANT TO THE BANKRUPTCY CODE; IT
BEING UNDERSTOOD THAT NO PAYMENT SO REFUNDED SHALL BE CONSIDERED AS A PAYMENT IN
REDUCTION OF THE DEBT, NOR SHALL IT HAVE THE