NO EXCULPATORY LANGUAGE CONTAINED
IN ANY OF THE OTHER LOAN DOCUMENTS SHALL IN ANY EVENT OR UNDER ANY CIRCUMSTANCES
MODIFY, QUALIFY OR AFFECT THE PERSONAL RECOURSE OBLIGATIONS AND LIABILITIES OF
GUARANTOR HEREUNDER.
13.
LENDER MAY FREELY ASSIGN ANY OR ALL OF ITS RIGHTS UNDER THIS
AGREEMENT, BUT ANY SUCH ASSIGNMENT SHALL BE MADE ONLY TO THE SUBSEQUENT HOLDER
OF THE NOTE AND NO SUCH ASSIGNMENT SHALL INCREASE GUARANTOR'S OBLIGATIONS OR
DIMINISH ITS RIGHTS HEREUNDER. IN THE EVENT OF ANY SUCH ASSIGNMENT, THE CONSENT
OF GUARANTOR SHALL NOT BE REQUIRED FOR ANY SUCH ASSIGNMENT
AND FAILURE TO GIVE NOTICE OF SUCH ASSIGNMENT SHALL NOT AFFECT THE VALIDITY OR
ENFORCEABILITY OF ANY SUCH ASSIGNMENT OR SUBJECT LENDER TO ANY LIABILITY AND
GUARANTOR SHALL CONTINUE TO REMAIN BOUND BY AND OBLIGATED TO PERFORM UNDER AND
WITH RESPECT TO THIS AGREEMENT. GUARANTOR SHALL NOT ASSIGN ANY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR CONSENT OF THE LENDER.
14.
THE REPRESENTATIONS, WARRANTIES AND OBLIGATIONS OF GUARANTOR SET
FORTH IN THIS AGREEMENT SHALL SURVIVE UNTIL THIS AGREEMENT SHALL TERMINATE IN
ACCORDANCE WITH THE TERMS HEREOF.
15.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES
HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR
AGREEMENTS RELATING TO SUCH SUBJECT MATTER AND MAY NOT BE MODIFIED, AMENDED,
SUPPLEMENTED OR DISCHARGED EXCEPT BY A WRITTEN AGREEMENT SIGNED BY GUARANTOR AND
LENDER. THIS AGREEMENT ALSO MAY BE DISCHARGED BY FULL PERFORMANCE OF THE
GUARANTOR'S OBLIGATION IN ACCORDANCE WITH THE TERMS HEREOF, OR AS OTHERWISE
PROVIDED HEREIN.
16.
IF ALL OR ANY PORTION OF ANY PROVISION CONTAINED IN THIS AGREEMENT
SHALL BE DETERMINED TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT FOR
ANY REASON, SUCH PROVISION OR PORTION THEREOF SHALL BE DEEMED STRICKEN AND
SEVERED FROM THIS AGREEMENT AND THE REMAINING PROVISION AND PORTIONS THEREOF
SHALL CONTINUE IN FULL FORCE AND EFFECT.
17.
ALL NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATIONS UNDER OR
IN CONNECTION WITH THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO
HAVE BEEN GIVEN OR MADE FOR ALL PURPOSES WHEN DELIVERED IN PERSON TO THE
ADDRESSES SET FORTH BELOW OR THREE (3) BUSINESS DAYS AFTER SAME IS SENT BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
FOLLOWING ADDRESSES:
If to Guarantor:
The address listed above
With a copy to:
c/o Affordable Residential Communities, Inc.
7887 East Belleview Avenue, Suite 200
Englewood, CO 80111
Attn.: Karen Kinslinger
With copy to:
c/o Affordable Residential Communities, Inc.
7887 East Belleview Avenue, Suite 200
Englewood, Colorado 80111
Attn: Scott L. Gesell
With copy to:
Brownstein Hyatt & Farber, P.C.
410 Seventeenth Street
Twenty-Second Floor
Denver, Co 80202
Attn: Jeff Knetsch
If to Lender:
The address listed above
With a copy to:
Dechert LLP
One Market
Steuart Tower, Suite 2500
San Francisco, CA 94105
Attn: David Linder, Esq.
The above addresses may be changed on written notice given as hereinabove
provided. Notices may be sent by a party hereto or on its behalf by its
attorney.
18.
THIS