Common use of Certain Agreements and Waivers by Guarantor Clause in Contracts

Certain Agreements and Waivers by Guarantor. (a) Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of persons or entities other than Guarantor and, in full recognition of that fact, consents and agrees that Lender may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the terms of the Guaranteed Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Guaranteed Obligations or any part thereof, or any of the Loan Documents to which Guarantor is not a party or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Guaranteed Obligations or any part thereof; (d) accept partial payments on the Guaranteed Obligations; (e) receive and hold additional security or guaranties for the Guaranteed Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Guaranteed Obligations or any part thereof; (h) settle, release on terms satisfactory to Lender or by operation of applicable Laws or otherwise liquidate or enforce any Guaranteed Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (i) consent to the merger, change or any other restructuring or termination of the limited liability company existence or other existence of Borrower or any other guarantor of the Loan, and correspondingly restructure the Guaranteed Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guaranteed Obligations. Upon the occurrence and during the continuance of any Default, Lender may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guaranteed Obligations. Guarantor expressly waives any right to require Lender to marshal assets in favor of Borrower, and agrees that Lender may proceed against Borrower, or against any other guarantor of the Loan, or upon or against any security or remedy, before proceeding to enforce this Guaranty, in such order as Lender shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Borrower and/or any other guarantor of the Loan without respect to whether action is brought or prosecuted with respect to any security or against any other person or entity, or whether any other person or entity is joined in any such action or actions. Guarantor agrees that Lender and Borrower or any other guarantor of the Loan may deal with each other in connection with the Guaranteed Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. Lender’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guaranteed Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of Borrower or any other guarantor of the Loan, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guaranteed Obligations, even though the Guaranteed Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor of the Loan or surety and whether or not Borrower or any other guarantor of the Loan shall have any personal liability with respect thereto. Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or any other guarantor of the Loan with respect to the Guaranteed Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guaranteed Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower or any other guarantor of the Loan (other than by reason of the full payment and performance of all Guaranteed Obligations), (d) any failure of Lender to marshal assets in favor of Borrower or any other guarantor of the Loan, (e) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of any collateral securing any Guaranteed Obligation to Guarantor or any other person or entity or any defect in any notice that may be given in connection with any sale or disposition of any collateral securing any Guaranteed Obligation, (f) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, including without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of Borrower or any other guarantor of the Loan or the Guaranteed Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any person or entity, (j) the election by Lender, in any bankruptcy proceeding of any person or entity, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any lien under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any person or entity, including any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations (or any interest thereon) in or as a result of any such proceeding, or (p) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Agreements and Waivers by Guarantor. (a) Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of persons or entities other than Guarantor and, in full recognition of that fact, consents and hereby agrees that Lender mayneither Lender’s rights or remedies nor Guarantor’s obligations under the terms of this Guaranty shall be released, diminished, impaired, reduced or affected by any one or more of the following events, actions, facts, or circumstances, and the liability of Guarantor under this Guaranty shall be absolute and unconditional irrespective of: (i) any limitation of liability or recourse in any other Loan Document or arising under any law; (ii) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration; (iii) the taking or accepting of any other security or guaranty for, or right of recourse with respect to, any or all of the Guaranteed Obligations; (iv) any homestead exemption or any other exemption under applicable law; (v) any release, surrender, abandonment, exchange, alteration, sale or other disposition, subordination, deterioration, waste, failure to protect or preserve, impairment, or loss of, or any failure to create or perfect any lien or security interest with respect to, or any other dealings with, any collateral or security at any time existing or purported, believed or expected to exist in connection with any or all of the Guaranteed Obligations, including any impairment of Guarantor’s recourse against any person or entity or collateral; (vi) whether express or by operation of law, any partial release of the liability of Guarantor hereunder, or if one or more other guaranties are now or hereafter obtained by Lender covering all or any part of the Guaranteed Obligations, any complete or partial release of any one or more of such guarantors under any such other guaranty, or any complete or partial release of Borrower or any other party liable, directly or indirectly, for the payment or performance of any or all of the Guaranteed Obligations; (vii) the death of Borrower or the appointment of a conservator or guardian for Borrower; (viii) the insolvency, bankruptcy, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power of Borrower or any other party at any time liable for the payment of any or all of the Guaranteed Obligations; (ix) either with or without notice to or consent of Guarantor: any renewal, extension, modification, supplement, subordination or rearrangement of the terms of any or all of the Guaranteed Obligations and/or any of the Loan Documents, including material alterations of the terms of payment (including changes in maturity date(s) and interest rate(s)) or performance or any other terms thereof, or any waiver, termination, or release of, or consent to depart from, any of the Loan Documents or any other guaranty of any or all of the Guaranteed Obligations, or any adjustment, indulgence, forbearance, or compromise that may be granted from time to timetime by Lender to Borrower, without notice Guarantor, and/or any other person or demandentity at any time liable for the payment or performance of any or all of the Guaranteed Obligations; (x) any neglect, and without affecting lack of diligence, delay, omission, failure, or refusal of Lender to take or prosecute (or in taking or prosecuting) any action for the enforceability collection or continuing effectiveness hereof: enforcement of any of the Guaranteed Obligations, or to foreclose or take or prosecute any action to foreclose (aor in foreclosing or taking or prosecuting any action to foreclose) upon any security therefor, or to exercise (or in exercising) any other right or power with respect to any security therefor, or to take or prosecute (or in taking or prosecuting) any action in connection with any Loan Document, or any failure to sell or otherwise dispose of in a commercially reasonable manner any collateral securing any or all of the Guaranteed Obligations; (xi) any failure of Lender to notify Guarantor of any creation, renewal, extension, rearrangement, modification, supplement, modifysubordination, amend, extend, renew, accelerate or otherwise change the time for payment or the terms assignment of the Guaranteed Obligations or any part thereof, including or of any increase or decrease of the rate(s) of interest thereon; (b) supplement, modify, amend or waiveLoan Document, or enter into of any release of or give change in any agreement, approval or consent with respect to, the Guaranteed Obligations or any part thereofsecurity, or of any of the Loan Documents to which Guarantor is not a party other action taken or any additional security refrained from being taken by Lender against Borrower or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Guaranteed Obligations or any part thereof; (d) accept partial payments on the Guaranteed Obligations; (e) receive and hold additional security or guaranties for the Guaranteed Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guarantiesother recourse, or of any new agreement between Lender and apply Borrower, it being understood that Lender shall not be required to give Guarantor any security and direct the order or manner notice of sale thereof as Lender in its sole and absolute discretion may determine; (g) release any Person from kind under any personal liability circumstances with respect to the Guaranteed Obligations or any part thereof; (h) settle, release on terms satisfactory to Lender or by operation of applicable Laws or otherwise liquidate or enforce any Guaranteed Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (i) consent to the merger, change or any other restructuring or termination of the limited liability company existence or other existence of Borrower or any other guarantor of the Loan, and correspondingly restructure connection with the Guaranteed Obligations, any and all rights to notice Guarantor may have otherwise had being hereby waived by Guarantor, and the Guarantor shall be responsible for obtaining for itself information regarding the Borrower, including, any such mergerchanges in the business or financial condition of the Borrower, change, restructuring and the Guarantor acknowledges and agrees that the Lender shall have no duty to notify the Guarantor of any information which the Lender may have concerning the Borrower; (xii) whether for any reason Lender is required to refund any payment by Borrower to any other party liable for the payment or termination shall not affect performance of any or all of the liability of Guarantor or the continuing effectiveness hereofGuaranteed Obligations, or to pay the enforceability hereof amount thereof to someone else; (xiii) the making of advances by Lender to protect its interest in any property encumbered by a Security Agreement, to preserve the value of any property encumbered by a Security Agreement or to facilitate performance of any term or covenant contained in any of the .Loan Documents; (xiv) the existence of any claim, counterclaim, set-off or other right that Guarantor may at any time have against Borrower, Lender, or any other person or entity, whether or not arising in connection with respect to this Guaranty, the Note or any other Loan Document; (xv) the unenforceability of all or any part of the Guaranteed Obligations. Upon the occurrence and during the continuance of any Default, Lender may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guaranteed Obligations. Guarantor expressly waives any right to require Lender to marshal assets in favor of Borrower, and agrees that Lender may proceed Obligations against Borrower, or against any other guarantor of the Loan, or upon or against any security or remedy, before proceeding to enforce this Guaranty, in such order as Lender shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Borrower and/or any other guarantor of the Loan without respect to whether action is brought or prosecuted with respect to any security or against any other person or entity, or whether any other person or entity is joined in any such action or actions. Guarantor agrees that Lender and Borrower or any other guarantor of the Loan may deal with each other in connection with because the Guaranteed Obligations exceed the amount permitted by law or otherwiseviolate any usury law, or alter any contracts or agreements now or hereafter existing between any because the act of them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. Lender’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guaranteed Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of Borrower or any other guarantor of the Loan, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guaranteed Obligations, even though creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or because the officers or persons creating the Guaranteed Obligations acted outside the scope of their authority, or because of a lack of validity or enforceability of or defect or deficiency in any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor of the Loan Documents, or surety and whether because Borrower has any valid defense, claim or not Borrower or any other guarantor of the Loan shall have any personal liability offset with respect thereto. Guarantor expressly waives any and all defenses now , or hereafter arising because Borrower’s obligation ceases to exist by operation of law, or asserted by reason because of (a) any disability or other defense of Borrower or any other guarantor reason or circumstance, it being agreed that Guarantor shall remain liable on this Guaranty regardless of the Loan with respect to the Guaranteed Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guaranteed Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations, (c) the cessation for any cause whatsoever of the liability of whether Borrower or any other guarantor of the Loan (other than by reason of the full payment and performance of all Guaranteed Obligations), (d) any failure of Lender to marshal assets in favor of Borrower or any other guarantor of the Loan, (e) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of any collateral securing any Guaranteed Obligation to Guarantor or any other person or entity be found not liable for the Guaranteed Obligations, or any defect in part thereof, for any notice that may be given in connection with any sale or disposition reason (and regardless of any collateral securing any Guaranteed Obligation, (f) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, including without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release joinder of Borrower or any other guarantor party in any action to obtain payment or performance of any or all of the Loan or the Guaranteed Obligations or any security or guaranty therefor by operation of law or otherwise, Obligations); (hxvi) any Law which provides that the obligation order, ruling or plan of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any person or entity, (j) the election by Lender, in any bankruptcy proceeding of any person or entity, of the application or non-application of Section 1111(b)(2) reorganization emanating from proceedings under Title 11 of the United States Bankruptcy Code, (k) any extension of credit or the grant of any lien under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation Code with respect to the provision of adequate protection in Borrower or any bankruptcy proceeding of any Person, (n) the avoidance of any lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any other person or entity, including any discharge ofextension, reduction, composition, or bar or stay against collecting, all or any other alteration of the Guaranteed Obligations (or any interest thereon) in or as a result of any such proceeding, or (p) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices whether or not consented to by Lender; or (xvii) any other condition, event, omission, action or inaction that would in the absence of acceptance this Section 3(a) result in the release or discharge of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligationsany other agreement.

Certain Agreements and Waivers by Guarantor. (a) Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of persons or entities other than Guarantor and, in full recognition of that fact, consents and agrees that Lender may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the terms of the Guaranteed Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Guaranteed Obligations or any part thereof, or any of the Loan Documents to which Guarantor is not a party or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Guaranteed Obligations or any part thereof; (d) accept partial payments on the Guaranteed Obligations; (e) receive and hold additional security or guaranties for the Guaranteed Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Guaranteed Obligations or any part thereof; (h) settle, release on terms satisfactory to Lender or by operation of applicable Laws or otherwise liquidate or enforce any Guaranteed Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (i) consent to the merger, change or any other restructuring or termination of the limited liability company existence or other existence of Borrower or any other guarantor of the Loan, and correspondingly restructure the Guaranteed Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guaranteed Obligations. Upon the occurrence and during the continuance of any Default, Lender may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guaranteed Obligations. Guarantor expressly waives any right to require Lender to marshal assets in favor of Borrower, and agrees that Lender may proceed against Borrower, or against any other guarantor of the Loan, or upon or against any security or remedy, before proceeding to enforce this Guaranty, in such order as Lender shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Borrower and/or any other guarantor of the Loan without respect to whether action is brought or prosecuted with respect to any security or against any other person or entity, or whether any other person or entity is joined in any such action or actions. Guarantor agrees that Lender and Borrower or any other guarantor of the Loan may deal with each other in connection with the Guaranteed Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. Lender’s 's rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guaranteed Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of Borrower or any other guarantor of the Loan, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guaranteed Obligations, even though the Guaranteed Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor of the Loan or surety and whether or not Borrower or any other guarantor of the Loan shall have any personal liability with respect thereto. Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or any other guarantor of the Loan with respect to the Guaranteed Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guaranteed Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower or any other guarantor of the Loan (other than by reason of the full payment and performance of all Guaranteed Obligations), (d) any failure of Lender to marshal assets in favor of Borrower or any other guarantor of the Loan, (e) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of any collateral securing any Guaranteed Obligation to Guarantor or any other person or entity or any defect in any notice that may be given in connection with any sale or disposition of any collateral securing any Guaranteed Obligation, (f) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, including without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of Borrower or any other guarantor of the Loan or the Guaranteed Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any person or entity, (j) the election by Lender, in any bankruptcy proceeding of any person or entity, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any lien under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of xxxxxxxxxx xxxxx Xxxxxxx 000 xx the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any person or entity, including any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations (or any interest thereon) in or as a result of any such proceeding, or (p) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Agreements and Waivers by Guarantor. (a) Guarantor acknowledges agrees that neither the rights or remedies of Administrative Agent and Lenders nor Guarantor’s obligations under the terms of this Guaranty shall be released, diminished, impaired, reduced or affected by any one or more of the following events, actions, facts, or circumstances, Guarantor waives any rights, claims or defenses arising from any such events, actions, facts, or circumstances, and the liability of Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (i) any limitation on the liability of, or recourse against, any other Person in any Loan Document or arising under any Law; (ii) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration or that the obligations undertaken herein involve of Guarantor hereunder exceed or are more burdensome than those of Borrower under the other Loan Documents; (iii) the taking or accepting of any other security or guaranty for, or right of obligations recourse with respect to, any or all of persons the Guaranteed Obligations; (iv) the operation of any statutes of limitation or entities other than Laws regarding the limitation of actions, all of which are hereby waived as a defense to any action or proceeding brought by Administrative Agent or any Lender against Guarantor, to the fullest extent permitted by Law; (v) any homestead exemption or any other exemption under applicable Law, all of which are waived by Guarantor andto the fullest extent permitted by Law; (vi) any release, in full recognition of that factsurrender, consents and agrees that Lender mayabandonment, exchange, alteration, sale or other disposition, subordination, deterioration, waste, failure to protect or preserve, impairment, or loss of, or any failure to create or perfect any lien or security interest with respect to, or any other dealings with, any collateral or security at any time and from existing or purported, believed or expected to exist in connection with any or all of the Guaranteed Obligations, or any impairment of Guarantor’s recourse against any Person or collateral; (vii) whether express or by operation of Law, any partial release of the liability of Guarantor hereunder (except to the extent expressly so released) or any complete or partial release of Borrower or any other Person liable, directly or indirectly, for the payment or performance of any or all of the Guaranteed Obligations; (viii) the death, insolvency, bankruptcy, disability, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power of Borrower or any other Person at any time to time, liable for the payment or performance of any or all of the Guaranteed Obligations; (ix) either with or without notice to or demandconsent of Guarantor, and without affecting the enforceability or continuing effectiveness hereof: (a) any renewal, extension, modification, supplement, modify, amend, extend, renew, accelerate subordination or otherwise change the time for payment or rearrangement of the terms of any or all of the Guaranteed Obligations and/or any of the Loan Documents, including material alterations of the terms of payment (including changes in maturity date(s) and interest rate(s)) or performance (including changes with respect to the construction of the Improvements) or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Guaranteed Obligations or any part other terms thereof, or any of the Loan Documents to which Guarantor is not a party or any additional security or guarantieswaiver, termination, or any conditionrelease of, covenantor consent to departure from, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Guaranteed Obligations or any part thereof; (d) accept partial payments on the Guaranteed Obligations; (e) receive and hold additional security or guaranties for the Guaranteed Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Guaranteed Obligations or any part thereof; (h) settle, release on terms satisfactory to Lender or by operation of applicable Laws or otherwise liquidate or enforce any Guaranteed Obligations and any security or other guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (i) consent to the merger, change or any other restructuring or termination all of the limited liability company existence or other existence of Borrower or any other guarantor of the Loan, and correspondingly restructure the Guaranteed Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guaranteed Obligations. Upon the occurrence and during the continuance of any Default, Lender may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guaranteed Obligations. Guarantor expressly waives any right to require Lender to marshal assets in favor of Borrower, and agrees that Lender may proceed against Borrower, or against any other guarantor of the Loan, or upon or against any security or remedy, before proceeding to enforce this Guaranty, in such order as Lender shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Borrower and/or any other guarantor of the Loan without respect to whether action is brought or prosecuted with respect to any security or against any other person or entity, or whether any other person or entity is joined in any such action or actions. Guarantor agrees that Lender and Borrower or any other guarantor of the Loan may deal with each other in connection with the Guaranteed Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. Lender’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guaranteed Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of Borrower or any other guarantor of the Loan, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guaranteed Obligations, even though the Guaranteed Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor of the Loan or surety and whether or not Borrower or any other guarantor of the Loan shall have any personal liability with respect thereto. Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or any other guarantor of the Loan with respect to the Guaranteed Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guaranteed Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower or any other guarantor of the Loan (other than by reason of the full payment and performance of all Guaranteed Obligations), (d) any failure of Lender to marshal assets in favor of Borrower or any other guarantor of the Loan, (e) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of any collateral securing any Guaranteed Obligation to Guarantor or any other person or entity or any defect in any notice that may be given in connection with any sale or disposition of any collateral securing any Guaranteed Obligation, (f) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, including without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of Borrower or any other guarantor of the Loan or the Guaranteed Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any person or entity, (j) the election by Lender, in any bankruptcy proceeding of any person or entity, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any lien under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any person or entity, including any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations (or any interest thereon) in or as a result of any such proceeding, or (p) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.adjustment,

Certain Agreements and Waivers by Guarantor. (a) Guarantor acknowledges guarantees that the obligations undertaken herein involve the guaranty of obligations of persons or entities other than Guarantor and, Guaranteed Obligations will be paid strictly in full recognition of that fact, consents and agrees that Lender may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or accordance with the terms of the Guaranteed Agreements, regardless of any law, regulation, or order of any governmental authority now or hereafter in effect. Xxxxxxxxx agrees that neither Guaranteed Party’s rights or remedies nor Guarantor’s obligations under the terms of this Guaranty shall be released, diminished, impaired, reduced or affected by, and Guarantor hereby waives any defenses to enforcement it may have (now or in the future) by reach of, or with respect to, the following: any illegality or lack of validity or enforceability of, or defect or deficiency in, any Obligation or any Agreement or any related agreement or instrument for any reason or circumstance, including, without limitation, because Market Participant has any valid defense, claim or offset with respect thereto or because Market Participant’s obligation ceases to exist by operation of law; and Guarantor acknowledges and agrees that Guarantor’s liability under this Guaranty is not conditioned upon the legality, validity or enforceability of the Agreements (or any one of them) or the Obligations and that Guarantor shall remain liable hereon regardless of whether Market Participant or any other Person be found not liable on the Obligations, or any part thereof, including for any increase reason (and regardless of any joinder of Market Participant or decrease any other party in any action to obtain payment or performance of any or all of the rate(s) Obligations); the lack of interest thereonlegal existence of the Market Participant or any other Person or lack of legal obligation to discharge all or any portion of the Obligations by the Market Participant or any other Person for any reason whatsoever, including, without limitation, in any insolvency, bankruptcy or reorganization of any Person; (b) either with or without notice to or consent of Guarantor, any renewal, extension, modification, supplement, modifysubordination or rearrangement of the terms of any or all of the Obligations and/or any of the Agreements, amend including material alterations of the terms of payment (including changes in due date(s) and interest rate(s)) or waiveperformance or any other terms thereof, or enter into any waiver, termination, or give any agreementrelease of, approval or consent to departure from, any of the Agreements or any other guaranty of any or all of the Obligations, or any adjustment, indulgence, forbearance, or compromise that may be granted from time to time by Guaranteed Party to Market Participant or any other Person at any time liable for the payment or performance of any or all of the Obligations under any of the Agreements; any taking, accepting, substitution, release, surrender, abandonment, exchange, alteration, sale or other disposition, subordination, deterioration, waste, failure to protect or preserve, impairment, or loss of, or any failure to create or perfect any lien or security interest with respect to, or any other dealings with, any collateral or security at any time existing or purported, believed or expected to exist in connection with any or all of the Obligations, or any impairment of Guarantor’s recourse against any Person or collateral; any taking, accepting, impairment, amendment, waiver, or other modification of any guaranty, for all or any portion of the Obligations or the failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement, or the release or reduction of liability of any Person or surety, with respect to the Obligations; any default, failure, or delay, willful or otherwise, in the performance of all or any portion of the Obligations; whether express or by operation of law, any partial release of the liability of Guarantor hereunder (except to the extent expressly so released by Guaranteed Party in writing) or any complete or partial release of Market Participant or any other Person liable, directly or indirectly, for the payment or performance of any or all of the Obligations; any change, restructuring, or termination of the corporate structure, ownership, or existence of the Market Participant, Guarantor or any Other Guarantor (as defined below) or any of their subsidiaries or affiliates, or any (voluntary or involuntary) receivership, insolvency, bankruptcy, reorganization, assignment for the benefit of creditors, or other similar proceeding affecting the Market Participant, any Other Guarantor or their respective assets, or any resulting release or discharge of any Obligation; any failure of Guaranteed Party to notify Guarantor of any creation, renewal, extension, rearrangement, modification, supplement, subordination, or assignment of the Obligations or any part thereof, or of any Agreement or other guaranty, or of any release of or change in any security, or of the Loan Documents to which occurrence or existence of any default, or of any other action taken or refrained from being taken by Guaranteed Party against Market Participant, any Other Guarantor is not a party or any additional security or guarantiesother recourse, or of any conditionnew agreement between Guaranteed Party and Market Participant or any Other Guarantor, covenantit being understood that Guaranteed Party shall not be required to give Guarantor any notice of any kind under any circumstances with respect to or in connection with the Obligations (including, defaultwithout limitation, the Guaranteed Obligations), the Agreements or any other guaranty, any and all rights to notice Guarantor may have otherwise had being hereby waived by Guarantor, and Guarantor shall be responsible for obtaining for itself information regarding Market Participant and any Other Guarantor, including any changes in the business or financial condition of Market Participant, and Guarantor acknowledges and agrees that Guaranteed Party shall have no duty to notify Guarantor of any information which Guaranteed Party may have concerning Market Participant or any Other Guarantor; any neglect, lack of diligence, delay, omission, failure, or refusal of Guaranteed Party to take, exercise, enforce or prosecute (or in taking, exercising, enforcing or prosecuting) any claim, demand, right, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative action with respect to any of the Loan Documents Obligations, or the Guaranteed Obligations to foreclose or take or prosecute any part thereof; action to foreclose (dor in foreclosing or taking or prosecuting any action to foreclose) accept partial payments on the Guaranteed Obligations; (e) receive and hold additional security or guaranties for the Guaranteed Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce upon any security therefor, or guaranties, and apply any security and direct the order to exercise (or manner of sale thereof as Lender in its sole and absolute discretion may determine; (gexercising) release any Person from any personal liability with respect to the Guaranteed Obligations or any part thereof; (h) settle, release on terms satisfactory to Lender or by operation of applicable Laws or otherwise liquidate or enforce any Guaranteed Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (i) consent to the merger, change or any other restructuring right or termination of the limited liability company existence or other existence of Borrower or any other guarantor of the Loan, and correspondingly restructure the Guaranteed Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guaranteed Obligations. Upon the occurrence and during the continuance of any Default, Lender may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guaranteed Obligations. Guarantor expressly waives any right to require Lender to marshal assets in favor of Borrower, and agrees that Lender may proceed against Borrower, or against any other guarantor of the Loan, or upon or against any security or remedy, before proceeding to enforce this Guaranty, in such order as Lender shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Borrower and/or any other guarantor of the Loan without respect to whether action is brought or prosecuted power with respect to any security therefor, or against take, exercise, enforce or prosecute (or in taking, exercising, enforcing or prosecuting) any claim, demand, right, remedy, or action in connection with any Agreement, or any failure to sell or otherwise dispose of in a commercially reasonable manner any collateral securing any or all of the Obligations; any waiver by Guaranteed Party of any right or remedy; or any waiver by Guaranteed Party of the Market Participant’s performance of any of the Obligations or the Market Participant’s or any Other Guarantor’s default under any of the Agreements or Other Guarantor under any other person guaranty; the existence of any claim, counterclaim, set-off or entityother right that Guarantor may at any time have against Guaranteed Party, Market Participant, any Other Guarantor or any other Person, whether or not arising in connection with this Guaranty, any of the Agreements or any other guaranty; any transfer, assignment or mortgaging by the Market Participant or Guaranteed Party of any interest in the Agreements (or any one of them), this Guaranty or any other guaranty; any order, ruling, or whether plan of reorganization or liquidation emanating from proceedings under Title 11 of the United States Code with respect to Market Participant or any other person Person, including any extension, reduction, composition, or entity is joined other alteration of the Obligations, whether or not consented to by Guaranteed Party, or any action taken or omitted by Guaranteed Party in any such action proceedings, including any election to have Guaranteed Party’s claim allowed as being secured, partially secured or actions. Guarantor agrees that Lender and Borrower or unsecured, any other guarantor extension of the Loan may deal with each other in connection with the credit by Guaranteed Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, Party in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. Lender’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guaranteed Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of Borrower or any other guarantor of the Loan, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guaranteed Obligations, even though the Guaranteed Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor of the Loan or surety and whether or not Borrower or any other guarantor of the Loan shall have any personal liability with respect thereto. Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or any other guarantor of the Loan with respect to the Guaranteed Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guaranteed Obligations proceedings or the lack of perfection or continuing perfection or failure of priority taking and holding by Guaranteed Party of any security for the Guaranteed Obligations, (c) the cessation for any cause whatsoever such extension of the liability of Borrower credit; or any other guarantor of the Loan circumstance (other than by reason of the full payment and performance of all Guaranteed Obligations)including, (d) any failure of Lender to marshal assets in favor of Borrower or any other guarantor of the Loan, (e) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of any collateral securing any Guaranteed Obligation to Guarantor or any other person or entity or any defect in any notice that may be given in connection with any sale or disposition of any collateral securing any Guaranteed Obligation, (f) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, including without limitation, any failure statute of Lender to conduct a commercially reasonable sale limitations or other disposition laws regarding limitations of actions) or any existence of, or reliance on, any representation by Guaranteed Party that might vary the risk of any collateral securing Guarantor or otherwise operate as a defense available to, or a legal or equitable discharge of, Market Participant or any Other Guarantor or surety. It is the intent of Guarantor and Guaranteed Obligation Party that the obligations and liabilities of Guarantor hereunder are absolute, irrevocable, unconditional and continuing under any and all circumstances and that until the Obligations are indefeasibly paid in full, and not subject to refund or other security for disgorgement, the obligations and liabilities of Guarantor hereunder shall not be discharged or released, in whole or in part, by any Guaranteed Obligationof the above events, (g) actions, facts or circumstance or by any act or omission occurrence that might, but for the provisions of Lender this Guaranty, be deemed a legal or others that directly or indirectly results in or aids the equitable discharge or release of Borrower or any other guarantor of the Loan or the Guaranteed Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any person or entity, (j) the election by Lender, in any bankruptcy proceeding of any person or entity, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any lien under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any person or entity, including any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations (or any interest thereon) in or as a result of any such proceeding, or (p) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

Certain Agreements and Waivers by Guarantor. (a) Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of persons or entities other than Guarantor and, in full recognition of that fact, consents and hereby agrees that Lender may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the terms each of the Guaranteed Obligations or any part thereof, including any increase or decrease following shall constitute Events of the rate(s) of interest thereon; (b) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Guaranteed Obligations or any part thereof, or any of the Loan Documents to which Guarantor is not a party or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Guaranteed Obligations or any part thereof; (d) accept partial payments on the Guaranteed Obligations; (e) receive and hold additional security or guaranties for the Guaranteed Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Guaranteed Obligations or any part thereof; (h) settle, release on terms satisfactory to Lender or by operation of applicable Laws or otherwise liquidate or enforce any Guaranteed Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or Default hereunder (i) consent to the merger, change or any other restructuring or termination of the limited liability company existence or other existence of Borrower or any other guarantor of the Loan, and correspondingly restructure the Guaranteed Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guaranteed Obligations. Upon the occurrence of a default, beyond expiration of applicable grace, notice and during the continuance cure periods, by Guarantor in payment of any Default, Lender may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guaranteed Obligations. Guarantor expressly waives any right to require Lender to marshal assets in favor of Borrower, and agrees that Lender may proceed against Borrower, or against any other guarantor of the Loan, or upon or against any security or remedy, before proceeding to enforce this Guaranty, in such order as Lender shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Borrower and/or any other guarantor of the Loan without respect to whether action is brought or prosecuted with respect to any security or against any other person or entity, or whether any other person or entity is joined in any such action or actions. Guarantor agrees that Lender and Borrower or any other guarantor of the Loan may deal with each other in connection with the Guaranteed Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. Lender’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guaranteed Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of Borrower or any other guarantor of the Loan, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guaranteed Obligations, even though the Guaranteed Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor when such indebtedness becomes due and (ii) an “Event of Default” with respect to Guarantor under Section 10.1 of the Loan or surety and whether or not Borrower or Agreement. (b) Upon the occurrence of any other guarantor Event of the Loan shall have any personal liability with respect thereto. Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or any other guarantor of the Loan with respect to Default hereunder, the Guaranteed Obligations, (b) for purposes of this Guaranty, shall be deemed immediately due and payable at the unenforceability or invalidity election of any security or guaranty for Xxxxxx. Guarantor shall, promptly following written demand, pay the Guaranteed Obligations to Lender. Subject to applicable Legal Requirements, it shall not be necessary for Administrative Agent and Lenders, in order to enforce such payment, first to (i) institute suit or pursue or exhaust any rights or remedies against Borrower or others liable for the lack of perfection or continuing perfection or failure of priority of Debt, (ii) enforce any rights against any security for that shall ever have been given to secure the Guaranteed ObligationsDebt, (ciii) the cessation for any cause whatsoever of the liability of join Borrower or any other guarantor of others liable for the Loan (other than by reason of the full payment and or performance of all Guaranteed Obligations), (d) any failure of Lender to marshal assets in favor of Borrower or any other guarantor of the Loan, (e) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of any collateral securing any Guaranteed Obligation to Guarantor or any other person or entity or any defect in any notice that may be given in connection with any sale or disposition of any collateral securing any Guaranteed Obligation, (f) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, including without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of Borrower or any other guarantor of the Loan or the Guaranteed Obligations or any security part thereof in any action to enforce this Guaranty and/or (iv) resort to any other means of obtaining payment or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that performance of the principal Guaranteed Obligations. (c) Suit may be brought or which reduces a surety’s demand may be made against all parties who have signed this Guaranty or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any person or entity, (j) the election by Lender, in any bankruptcy proceeding of any person or entity, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any lien under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any person or entity, including any discharge of, or bar or stay against collecting, guaranty covering all or any part of the Guaranteed Obligations (or any interest thereon) in or as a result of any such proceeding, or (p) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, or against any one or more of them, separately or together, without impairing the rights of Administrative Agent or any Lender against any party hereto. (d) In the event any payment by Borrower or any other Person to Administrative Agent or any Lender is held to constitute a preference, fraudulent transfer or other voidable payment under any bankruptcy, insolvency or similar law, or if for any other reason Administrative Agent is required to refund such payment or pay the amount thereof to any other party, such payment by Borrower or any other party to Administrative Agent or any Lender shall not constitute a release of Guarantor from any liability hereunder and all notices of acceptance this Guaranty shall continue to be effective or shall be reinstated (notwithstanding any prior release, surrender or discharge by Administrative Agent or any Lender of this Guaranty or of Guarantor), as the existencecase may be, creation with respect to, and this Guaranty shall apply to, any and all amounts so refunded by Administrative Agent or incurrence such Lender or paid by Administrative Agent or such Lender to another Person (which amounts shall constitute part of new or additional the Guaranteed Obligations), and any interest paid by Administrative Agent or any Lender and any reasonable attorneys’ fees, out-of- pocket costs and expenses actually paid or incurred by Administrative Agent or any Lender in connection with any such event. If acceleration of the time for payment of any amount payable by Borrower under any Loan Document is stayed or delayed by any law or tribunal, any amounts due and payable hereunder shall nonetheless be payable by Guarantor promptly following written demand by Administrative Agent. 4.

Certain Agreements and Waivers by Guarantor. (a) Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of persons or entities other than Guarantor and, in full recognition of that fact, consents and hereby agrees that Lender mayeach of the following shall constitute Events of Default hereunder (i) the occurrence of a default, at any time beyond expiration of applicable notice and from time to timecure periods, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for by Guarantor in payment or the terms of the Guaranteed Recourse Obligations of Borrower, or any 3 part thereof, including any increase or decrease when such indebtedness becomes due and (ii) an “Event of Default” with respect to Guarantor under Section 10.1 of the rate(s) of interest thereon; Loan Agreement. (b) supplement, modify, amend or waive, or enter into or give Upon the occurrence of any agreement, approval or consent with respect toEvent of Default hereunder, the Guaranteed Recourse Obligations or any part thereofof Borrower, or any for purposes of this Guaranty, shall be deemed immediately due and payable at the Loan Documents to which election of Lender. Guarantor is not a party or any additional security or guarantiesshall, or any conditionwithin ten (10) Business Days upon written demand by Administrative Agent, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or pay the Guaranteed Recourse Obligations or any part thereof; (d) accept partial payments on the Guaranteed Obligations; (e) receive of Borrower to Lender. Subject to applicable Legal Requirements, it shall not be necessary for Administrative Agent and hold additional security or guaranties for the Guaranteed Obligations or any part thereof; (f) releaseLenders, reconveyin order to enforce such payment, terminate, waive, abandon, fail first to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Guaranteed Obligations or any part thereof; (h) settle, release on terms satisfactory to Lender or by operation of applicable Laws or otherwise liquidate or enforce any Guaranteed Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (i) consent institute suit or pursue or exhaust any rights or remedies against Borrower or others liable for the Debt, (ii) enforce any rights against any security that shall ever have been given to secure the mergerDebt, change (iii) join Borrower or any other restructuring others liable for the payment or termination performance of the limited liability company existence or other existence Guaranteed Recourse Obligations of Borrower or any part thereof in any action to enforce this Guaranty and/or (iv) resort to any other guarantor means of obtaining payment or performance of the Loan, and correspondingly restructure the Guaranteed Obligations, and Recourse Obligations of Borrower. (c) Suit may be brought or demand may be made against all parties who have signed this Guaranty or any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to other guaranty covering all or any part of the Guaranteed Obligations. Upon the occurrence and during the continuance Recourse Obligations of any Default, Lender may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guaranteed Obligations. Guarantor expressly waives any right to require Lender to marshal assets in favor of Borrower, and agrees that Lender may proceed against Borrower, or against any other guarantor one or more of them, separately or together, without impairing the Loan, rights of Administrative Agent or upon or any Lender against any security or remedy, before proceeding to enforce this Guaranty, in such order as Lender shall determine in its sole and absolute discretionparty hereto. Lender may file a separate action or actions against Borrower and/or (d) In the event any other guarantor of the Loan without respect to whether action is brought or prosecuted with respect to any security or against any other person or entity, or whether any other person or entity is joined in any such action or actions. Guarantor agrees that Lender and payment by Borrower or any other guarantor of the Loan may deal with each other Person to Administrative Agent or any Lender in connection with the Guaranteed Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. Lender’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account satisfaction of the Guaranteed Recourse Obligations which thereafter shall be required of Borrower is held to be restored constitute a preference, fraudulent transfer or returned by Lender upon the other voidable payment under any applicable bankruptcy, insolvency or reorganization of similar law, or if for any other reason Administrative Agent is required by law to refund such payment or pay the amount thereof to any other party, such payment by Borrower or any other guarantor of the Loan, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty with respect party to Guarantor at all times shall remain effective to guaranty the full amount of all the Guaranteed Obligations, even though the Guaranteed Obligations, Administrative Agent or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor of the Loan or surety and whether or not Borrower or any other guarantor of the Loan shall have any personal liability with respect thereto. Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or any other guarantor of the Loan with respect to the Guaranteed Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guaranteed Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower or any other guarantor of the Loan (other than by reason of the full payment and performance of all Guaranteed Obligations), (d) any failure of Lender to marshal assets in favor of Borrower or any other guarantor of the Loan, (e) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of any collateral securing any Guaranteed Obligation to Guarantor or any other person or entity or any defect in any notice that may be given in connection with any sale or disposition of any collateral securing any Guaranteed Obligation, (f) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, including without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of Borrower or any other guarantor of the Loan or the Guaranteed Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any person or entity, (j) the election by Lender, in any bankruptcy proceeding of any person or entity, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any lien under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any person or entity, including any discharge of, or bar or stay against collecting, all or any satisfaction of the Guaranteed Recourse Obligations of Borrower shall not constitute a release of Guarantor from any liability hereunder and this Guaranty shall continue to be effective or shall be reinstated (notwithstanding any prior release, surrender or discharge by Administrative Agent or any interest thereon) in or as a result of any such proceeding, or (p) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of Guarantor), as the existencecase may be, creation with respect to, and this Guaranty shall apply to, any and all amounts so refunded by Administrative Agent or incurrence such Lender or paid by Administrative Agent or such Lender to another Person (which amounts shall constitute part of new the Guaranteed Recourse Obligations of Borrower), and any interest paid by Administrative Agent or additional Guaranteed Obligationsany Lender and any reasonable attorneys’ fees, out-of-pocket costs and expenses actually paid or incurred by Administrative Agent or any Lender in connection with any such event. If acceleration of the time for payment of any amount payable by Borrower under any Loan Document is stayed or delayed by any law or tribunal, any amounts due and payable hereunder shall nonetheless be payable by Guarantor within ten (10) Business Days following written demand by Administrative Agent. 3.

Certain Agreements and Waivers by Guarantor. (a) Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of persons or entities other than Guarantor and, in full recognition of that fact, consents and hereby agrees that Lender mayneither Lender’s rights or remedies nor Guarantor’s obligations under the terms of this Guaranty shall be released, diminished, impaired, reduced or affected by any one or more of the following events, actions, facts, or circumstances, and the liability of Guarantor under this Guaranty shall be absolute and unconditional irrespective of: (i) any limitation of liability or recourse in any other Loan Document or arising under any law; (ii) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration; (iii) the taking or accepting of any other security or guaranty for, or right of recourse with respect to, any or all of the Guaranteed Obligations; (iv) any homestead exemption or any other exemption under applicable law; (v) any release, surrender, abandonment, exchange, alteration, sale or other disposition, subordination, deterioration, waste, failure to protect or preserve, impairment, or loss of, or any failure to create or perfect any lien or security interest with respect to, or any other dealings with, any collateral or security at any time existing or purported, believed or expected to exist in connection with any or all of the Guaranteed Obligations, including any impairment of Guarantor’s recourse against any person or entity or collateral; (vi) whether express or by operation of law, any partial release of the liability of Guarantor hereunder, or if one or more other guaranties are now or hereafter obtained by Lender covering all or any part of the Guaranteed Obligations, any complete or partial release of any one or more of such guarantors under any such other guaranty, or any complete or partial release of Borrower or any other party liable, directly or indirectly, for the payment or performance of any or all of the Guaranteed Obligations; (vii) the death of Borrower or the appointment of a conservator or guardian for Borrower; (viii) the insolvency, bankruptcy, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power of Borrower or any other party at any time liable for the payment of any or all of the Guaranteed Obligations; (ix) either with or without notice to or consent of Guarantor: any renewal, extension, modification, supplement, subordination or rearrangement of the terms of any or all of the Guaranteed Obligations and/or any of the Loan Documents, including material alterations of the terms of payment (including changes in maturity date(s) and interest rate(s)) or performance or any other terms thereof, or any waiver, termination, or release of, or consent to depart from, any of the Loan Documents or any other guaranty of any or all of the Guaranteed Obligations, or any adjustment, indulgence, forbearance, or compromise that may be granted from time to timetime by Lender to Borrower, without notice Guarantor, and/or any other person or demandentity at any time liable for the payment or performance of any or all of the Guaranteed Obligations; (x) any neglect, and without affecting lack of diligence, delay, omission, failure, or refusal of Lender to take or prosecute (or in taking or prosecuting) any action for the enforceability collection or continuing effectiveness hereof: enforcement of any of the Guaranteed Obligations, or to foreclose or take or prosecute any action to foreclose (aor in foreclosing or taking or prosecuting any action to foreclose) upon any security therefor, or to exercise (or in exercising) any other right or power with respect to any security therefor, or to take or prosecute (or in taking or prosecuting) any action in connection with any Loan Document, or any failure to sell or otherwise dispose of in a commercially reasonable manner any collateral securing any or all of the Guaranteed Obligations; (xi) any failure of Lender to notify Guarantor of any creation, renewal, extension, rearrangement, modification, supplement, modifysubordination, amend, extend, renew, accelerate or otherwise change the time for payment or the terms assignment of the Guaranteed Obligations or any part thereof, including or of any increase Loan Document, or decrease of any release of or change in any security, or of any other action taken or refrained from being taken by Lender against Borrower or any security or other recourse, or of any new agreement between Lender and Borrower, it being understood that Lender shall not be required to give Guarantor any notice of any kind under any circumstances with respect to or in connection with the Guaranteed Obligations, any and all rights to notice Guarantor may have otherwise had being hereby waived by Guarantor, and the Guarantor shall be responsible for obtaining for itself information regarding the Borrower, including, any changes in the business or financial condition of the rate(s) Borrower, and the Guarantor acknowledges and agrees that the Lender shall have no duty to notify the Guarantor of interest thereonany information which the Lender may have concerning the Borrower; (bxii) supplement, modify, amend whether for any reason Lender is required to refund any payment by Borrower to any other party liable for the payment or waiveperformance of any or all of the Guaranteed Obligations, or enter into to pay the amount thereof to someone else; (xiii) the making of advances by Lender to protect its interest in any property encumbered by a Security Agreement, to preserve the value of any property encumbered by a Security Agreement or give to facilitate performance of any agreement, approval term or consent with respect to, the Guaranteed Obligations or any part thereof, or covenant contained in any of the Loan Documents to which Documents; (xiv) the existence of any claim, counterclaim, set-off or other right that Guarantor is not a party or may at any additional security or guarantiestime have against Borrower, Lender, or any conditionother person or entity, covenantwhether or not arising in connection with this Guaranty, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Guaranteed Obligations or any part thereof; (d) accept partial payments on the Guaranteed Obligations; (e) receive and hold additional security or guaranties for the Guaranteed Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Guaranteed Obligations or any part thereof; (h) settle, release on terms satisfactory to Lender or by operation of applicable Laws or otherwise liquidate or enforce any Guaranteed Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (i) consent to the merger, change Note or any other restructuring or termination Loan Document; (xv) the unenforceability of the limited liability company existence or other existence of Borrower or any other guarantor of the Loan, and correspondingly restructure the Guaranteed Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guaranteed Obligations. Upon the occurrence and during the continuance of any Default, Lender may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guaranteed Obligations. Guarantor expressly waives any right to require Lender to marshal assets in favor of Borrower, and agrees that Lender may proceed Obligations against Borrower, or against any other guarantor of the Loan, or upon or against any security or remedy, before proceeding to enforce this Guaranty, in such order as Lender shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Borrower and/or any other guarantor of the Loan without respect to whether action is brought or prosecuted with respect to any security or against any other person or entity, or whether any other person or entity is joined in any such action or actions. Guarantor agrees that Lender and Borrower or any other guarantor of the Loan may deal with each other in connection with because the Guaranteed Obligations exceed the amount permitted by law or otherwiseviolate any usury law, or alter any contracts or agreements now or hereafter existing between any because the act of them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. Lender’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guaranteed Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of Borrower or any other guarantor of the Loan, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guaranteed Obligations, even though creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or because the officers or persons creating the Guaranteed Obligations acted outside the scope of their authority, or because of a lack of validity or enforceability of or defect or deficiency in any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor of the Loan Documents, or surety and whether because Borrower has any valid defense, claim or not Borrower or any other guarantor of the Loan shall have any personal liability offset with respect thereto. Guarantor expressly waives any and all defenses now , or hereafter arising because Borrower’s obligation ceases to exist by operation of law, or asserted by reason because of (a) any disability or other defense of Borrower or any other guarantor reason or circumstance, it being agreed that Guarantor shall remain liable on this Guaranty regardless of the Loan with respect to the Guaranteed Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guaranteed Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations, (c) the cessation for any cause whatsoever of the liability of whether Borrower or any other guarantor of the Loan (other than by reason of the full payment and performance of all Guaranteed Obligations), (d) any failure of Lender to marshal assets in favor of Borrower or any other guarantor of the Loan, (e) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of any collateral securing any Guaranteed Obligation to Guarantor or any other person or entity be found not liable for the Guaranteed Obligations, or any defect in part thereof, for any notice that may be given in connection with any sale or disposition reason (and regardless of any collateral securing any Guaranteed Obligation, (f) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, including without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release joinder of Borrower or any other guarantor party in any action to obtain payment or performance of any or all of the Loan or the Guaranteed Obligations or any security or guaranty therefor by operation of law or otherwise, Obligations); (hxvi) any Law which provides that the obligation order, ruling or plan of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any person or entity, (j) the election by Lender, in any bankruptcy proceeding of any person or entity, of the application or non-application of Section 1111(b)(2) reorganization emanating from proceedings under Title 11 of the United States Bankruptcy Code, (k) any extension of credit or the grant of any lien under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation Code with respect to the provision of adequate protection in Borrower or any bankruptcy proceeding of any Person, (n) the avoidance of any lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any other person or entity, including any discharge ofextension, reduction, composition, or bar or stay against collecting, all or any other alteration of the Guaranteed Obligations (or any interest thereon) in or as a result of any such proceeding, or (p) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices whether or not consented to by Lender; or (xvii) any other condition, event, omission, action or inaction that would in the absence of acceptance this Section 4(a) result in the release or discharge of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligationsany other agreement.

Certain Agreements and Waivers by Guarantor. (a) Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of persons or entities other than Guarantor and, in full recognition of that fact, consents and hereby agrees that Lender may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the terms each of the Guaranteed Obligations or any part thereof, including any increase or decrease following shall constitute Events of the rate(s) of interest thereon; (b) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Guaranteed Obligations or any part thereof, or any of the Loan Documents to which Guarantor is not a party or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Guaranteed Obligations or any part thereof; (d) accept partial payments on the Guaranteed Obligations; (e) receive and hold additional security or guaranties for the Guaranteed Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Guaranteed Obligations or any part thereof; (h) settle, release on terms satisfactory to Lender or by operation of applicable Laws or otherwise liquidate or enforce any Guaranteed Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or Default hereunder (i) consent to the merger, change or any other restructuring or termination of the limited liability company existence or other existence of Borrower or any other guarantor of the Loan, and correspondingly restructure the Guaranteed Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guaranteed Obligations. Upon the occurrence of a default, beyond expiration of applicable notice and during the continuance cure periods, by Guarantor in payment of any Default, Lender may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guaranteed Obligations. Guarantor expressly waives any right to require Lender to marshal assets in favor of Borrower, and agrees that Lender may proceed against Borrower, or against any other guarantor of the Loan, or upon or against any security or remedy, before proceeding to enforce this Guaranty, in such order as Lender shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Borrower and/or any other guarantor of the Loan without respect to whether action is brought or prosecuted with respect to any security or against any other person or entity, or whether any other person or entity is joined in any such action or actions. Guarantor agrees that Lender and Borrower or any other guarantor of the Loan may deal with each other in connection with the Guaranteed Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. Lender’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guaranteed Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of Borrower or any other guarantor of the Loan, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guaranteed Obligations, even though the Guaranteed Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor when such indebtedness becomes due and (ii) an “Event of Default” with respect to Guarantor under Section 10.1 of the Loan or surety and whether or not Borrower or Agreement. 3 (b) Upon the occurrence of any other guarantor Event of the Loan shall have any personal liability with respect thereto. Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or any other guarantor of the Loan with respect to Default hereunder, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable at the election of Xxxxxx. Guarantor shall, within ten (b10) the unenforceability or invalidity of any security or guaranty for Business Days upon written demand by Administrative Agent, pay the Guaranteed Obligations to Lender. Subject to applicable Legal Requirements, it shall not be necessary for Administrative Agent and Lenders, in order to enforce such payment, first to (i) institute suit or pursue or exhaust any rights or remedies against Borrower or others liable for the lack of perfection or continuing perfection or failure of priority of Debt, (ii) enforce any rights against any security that shall ever have been given to secure the Debt, (iii) join Borrower, or any others liable for the Guaranteed Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower payment or any other guarantor of the Loan (other than by reason of the full payment and performance of all Guaranteed Obligations), (d) any failure of Lender to marshal assets in favor of Borrower or any other guarantor of the Loan, (e) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of any collateral securing any Guaranteed Obligation to Guarantor or any other person or entity or any defect in any notice that may be given in connection with any sale or disposition of any collateral securing any Guaranteed Obligation, (f) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, including without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of Borrower or any other guarantor of the Loan or the Guaranteed Obligations or any security part thereof in any action to enforce this Guaranty and/or (iv) resort to any other means of obtaining payment or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that performance of the principal Guaranteed Obligations. (c) Suit may be brought or which reduces a surety’s demand may be made against all parties who have signed this Guaranty or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender to file other guaranty covering all or enforce a claim in any bankruptcy or other proceeding with respect to any person or entity, (j) the election by Lender, in any bankruptcy proceeding of any person or entity, part of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy CodeGuaranteed Obligations, (k) any extension of credit or the grant of any lien under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any person one or entitymore of them, including any discharge ofseparately or together, or bar or stay against collecting, all without impairing the rights of Administrative Agent or any Lender against any party hereto. (d) In the event any payment by Borrower or any other Person to Administrative Agent or any Lender in satisfaction of the Guaranteed Obligations (is held to constitute a preference, fraudulent transfer or other voidable payment under any interest thereon) in applicable bankruptcy, insolvency or as a result of any such proceedingsimilar law, or (p) if for any action taken other reason Administrative Agent is required by Lender that is authorized law to refund such payment or pay the amount thereof to any other party, such payment by this Section Borrower or any other provision party to Administrative Agent or any Lender in satisfaction of any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed ObligationsObligations shall not constitute a release of Guarantor from any liability hereunder and this Guaranty shall continue to be effective or shall be reinstated (notwithstanding any prior release, and all notices of acceptance surrender or discharge by Administrative Agent or any Lender of this Guaranty or of Guarantor), as the existencecase may be, creation with respect to, and this Guaranty shall apply to, any and all amounts so refunded by Administrative Agent or incurrence such Lender or paid by Administrative Agent or such Lender to another Person (which amounts shall constitute part of new or additional the Guaranteed Obligations), and any interest paid by Administrative Agent or any Lender and any reasonable attorneys’ fees, out-of- pocket costs and expenses actually paid or incurred by Administrative Agent or any Lender in connection with any such event. If acceleration of the time for payment of any amount payable by Borrower under any Loan Document is stayed or delayed by any law or tribunal, any amounts due and payable hereunder shall nonetheless be payable by Guarantor within ten (10) Business Days following written demand by Administrative Agent. 3.

Certain Agreements and Waivers by Guarantor. (a) Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of persons or entities other than Guarantor and, in full recognition of that fact, consents and hereby agrees that Lender mayneither Lender's rights or remedies nor Guarantor's obligations under the terms of this Guaranty shall be released, diminished, impaired, reduced or affected by any one or more of the following events, actions, facts, or circumstances, and the liability of Guarantor under this Guaranty shall be absolute and unconditional irrespective of: (i) any limitation of liability or recourse in any other Loan Document or arising under any law; (ii) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration; (iii) the taking or accepting of any other security or guaranty for, or right of recourse with respect to, any or all of the Guaranteed Obligations; (iv) any homestead exemption or any other exemption under applicable law; (v) any release, surrender, abandonment, exchange, alteration, sale or other disposition, subordination, deterioration, waste, failure to protect or preserve, impairment, or loss of, or any failure to create or perfect any lien or security interest with respect to, or any other dealings with, any collateral or security at any time existing or purported, believed or expected to exist in connection with any or all of the Guaranteed Obligations, including any impairment of Guarantor's recourse against any person or entity or collateral; (vi) whether express or by operation of law, any partial release of the liability of Guarantor hereunder, or if one or more other guaranties are now or hereafter obtained by Lender covering all or any part of the Guaranteed Obligations, any complete or partial release of any one or more of such guarantors under any such other guaranty, or any complete or partial release of Borrower or any other party liable, directly or indirectly, for the payment or performance of any or all of the Guaranteed Obligations; (vii) the death of Borrower or the appointment of a conservator or guardian for Borrower; (viii) the insolvency, bankruptcy, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power of Borrower or any other party at any time liable for the payment of any or all of the Guaranteed Obligations; (ix) either with or without notice to or consent of Guarantor: any renewal, extension, modification, supplement, subordination or rearrangement of the terms of any or all of the Guaranteed Obligations and/or any of the Loan Documents, including material alterations of the terms of payment (including changes in maturity date(s) and interest rate(s)) or performance or any other terms thereof, or any waiver, termination, or release of, or consent to depart from, any of the Loan Documents or any other guaranty of any or all of the Guaranteed Obligations, or any adjustment, indulgence, forbearance, or compromise that may be granted from time to timetime by Lender to Borrower, without notice Guarantor, and/or any other person or demandentity at any time liable for the payment or performance of any or all of the Guaranteed Obligations; (x) any neglect, and without affecting lack of diligence, delay, omission, failure, or refusal of Lender to take or prosecute (or in taking or prosecuting) any action for the enforceability collection or continuing effectiveness hereof: enforcement of any of the Guaranteed Obligations, or to foreclose or take or prosecute any action to foreclose (aor in foreclosing or taking or prosecuting any action to foreclose) upon any security therefor, or to exercise (or in exercising) any other right or power with respect to any security therefor, or to take or prosecute (or in taking or prosecuting) any action in connection with any Loan Document, or any failure to sell or otherwise dispose of in a commercially reasonable manner any collateral securing any or all of the Guaranteed Obligations; (xi) any failure of Lender to notify Guarantor of any creation, renewal, extension, rearrangement, modification, supplement, modifysubordination, amend, extend, renew, accelerate or otherwise change the time for payment or the terms assignment of the Guaranteed Obligations or any part thereof, including or of any increase Loan Document, or decrease of any release of or change in any security, or of any other action taken or refrained from being taken by Lender against Borrower or any security or other recourse, or of any new agreement between Lender and Borrower, it being understood that Lender shall not be required to give Guarantor any notice of any kind under any circumstances with respect to or in connection with the Guaranteed Obligations, any and all rights to notice Guarantor may have otherwise had being hereby waived by Guarantor, and the Guarantor shall be responsible for obtaining for itself information regarding the Borrower, including, any changes in the business or financial condition of the rate(s) Borrower, and the Guarantor acknowledges and agrees that the Lender shall have no duty to notify the Guarantor of interest thereonany information which the Lender may have concerning the Borrower; (bxii) supplement, modify, amend whether for any reason Lender is required to refund any payment by Borrower to any other party liable for the payment or waiveperformance of any or all of the Guaranteed Obligations, or enter into to pay the amount thereof to someone else; (xiii) the making of advances by Lender to protect its interest in any property encumbered by a Security Agreement, to preserve the value of any property encumbered by a Security Agreement or give to facilitate performance of any agreement, approval term or consent with respect to, the Guaranteed Obligations or any part thereof, or covenant contained in any of the Loan Documents to which Documents; (xiv) the existence of any claim, counterclaim, set-off or other right that Guarantor is not a party or may at any additional security or guarantiestime have against Borrower, Lender, or any conditionother person or entity, covenantwhether or not arising in connection with this Guaranty, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Guaranteed Obligations or any part thereof; (d) accept partial payments on the Guaranteed Obligations; (e) receive and hold additional security or guaranties for the Guaranteed Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Guaranteed Obligations or any part thereof; (h) settle, release on terms satisfactory to Lender or by operation of applicable Laws or otherwise liquidate or enforce any Guaranteed Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (i) consent to the merger, change Note or any other restructuring or termination Loan Document; (xv) the unenforceability of the limited liability company existence or other existence of Borrower or any other guarantor of the Loan, and correspondingly restructure the Guaranteed Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guaranteed Obligations. Upon the occurrence and during the continuance of any Default, Lender may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guaranteed Obligations. Guarantor expressly waives any right to require Lender to marshal assets in favor of Borrower, and agrees that Lender may proceed Obligations against Borrower, or against any other guarantor of the Loan, or upon or against any security or remedy, before proceeding to enforce this Guaranty, in such order as Lender shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Borrower and/or any other guarantor of the Loan without respect to whether action is brought or prosecuted with respect to any security or against any other person or entity, or whether any other person or entity is joined in any such action or actions. Guarantor agrees that Lender and Borrower or any other guarantor of the Loan may deal with each other in connection with because the Guaranteed Obligations exceed the amount permitted by law or otherwiseviolate any usury law, or alter any contracts or agreements now or hereafter existing between any because the act of them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. Lender’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guaranteed Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of Borrower or any other guarantor of the Loan, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guaranteed Obligations, even though creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or because the officers or persons creating the Guaranteed Obligations acted outside the scope of their authority, or because of a lack of validity or enforceability of or defect or deficiency in any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor of the Loan Documents, or surety and whether because Borrower has any valid defense, claim or not Borrower or any other guarantor of the Loan shall have any personal liability offset with respect thereto. Guarantor expressly waives any and all defenses now , or hereafter arising because Borrower's obligation ceases to exist by operation of law, or asserted by reason because of (a) any disability or other defense of Borrower or any other guarantor reason or circumstance, it being agreed that Guarantor shall remain liable on this Guaranty regardless of the Loan with respect to the Guaranteed Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guaranteed Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations, (c) the cessation for any cause whatsoever of the liability of whether Borrower or any other guarantor of the Loan (other than by reason of the full payment and performance of all Guaranteed Obligations), (d) any failure of Lender to marshal assets in favor of Borrower or any other guarantor of the Loan, (e) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of any collateral securing any Guaranteed Obligation to Guarantor or any other person or entity be found not liable for the Guaranteed Obligations, or any defect in part thereof, for any notice that may be given in connection with any sale or disposition reason (and regardless of any collateral securing any Guaranteed Obligation, (f) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, including without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release joinder of Borrower or any other guarantor party in any action to obtain payment or performance of any or all of the Loan or the Guaranteed Obligations or any security or guaranty therefor by operation of law or otherwise, Obligations); (hxvi) any Law which provides that the obligation order, ruling or plan of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any person or entity, (j) the election by Lender, in any bankruptcy proceeding of any person or entity, of the application or non-application of Section 1111(b)(2) reorganization emanating from proceedings under Title 11 of the United States Bankruptcy Code, (k) any extension of credit or the grant of any lien under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation Code with respect to the provision of adequate protection in Borrower or any bankruptcy proceeding of any Person, (n) the avoidance of any lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any other person or entity, including any discharge ofextension, reduction, composition, or bar or stay against collecting, all or any other alteration of the Guaranteed Obligations (or any interest thereon) in or as a result of any such proceeding, or (p) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices whether or not consented to by Lender; (xvii) any action which Lender may take under the Lease, including any amendment or modification thereof or enforcement of acceptance remedies thereunder, or (xviii) any other condition, event, omission, action or inaction that would in the absence of this Section 3(a) result in the release or discharge of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligationsany other agreement.

Certain Agreements and Waivers by Guarantor. (a) Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of persons or entities other than Guarantor and, in full recognition of that fact, consents and hereby agrees that Lender may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the terms each of the Guaranteed Obligations or any part thereof, including any increase or decrease following shall constitute Events of the rate(s) of interest thereon; (b) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Guaranteed Obligations or any part thereof, or any of the Loan Documents to which Guarantor is not a party or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Guaranteed Obligations or any part thereof; (d) accept partial payments on the Guaranteed Obligations; (e) receive and hold additional security or guaranties for the Guaranteed Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Guaranteed Obligations or any part thereof; (h) settle, release on terms satisfactory to Lender or by operation of applicable Laws or otherwise liquidate or enforce any Guaranteed Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or Default hereunder (i) consent to the merger, change or any other restructuring or termination of the limited liability company existence or other existence of Borrower or any other guarantor of the Loan, and correspondingly restructure the Guaranteed Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guaranteed Obligations. Upon the occurrence of a default, beyond expiration of applicable notice and during the continuance cure periods, by Guarantor in payment of any Default, Lender may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guaranteed Obligations. Guarantor expressly waives any right to require Lender to marshal assets in favor of Borrower, and agrees that Lender may proceed against Borrower, or against any other guarantor of the Loan, or upon or against any security or remedy, before proceeding to enforce this Guaranty, in such order as Lender shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Borrower and/or any other guarantor of the Loan without respect to whether action is brought or prosecuted with respect to any security or against any other person or entity, or whether any other person or entity is joined in any such action or actions. Guarantor agrees that Lender and Borrower or any other guarantor of the Loan may deal with each other in connection with the Guaranteed Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. Lender’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guaranteed Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of Borrower or any other guarantor of the Loan, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guaranteed Obligations, even though the Guaranteed Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor when such indebtedness becomes due and (ii) an “Event of Default” with respect to Guarantor under Section 10.1 of the Loan or surety and whether or not Borrower or Agreement. (b) Upon the occurrence of any other guarantor Event of the Loan shall have any personal liability with respect thereto. Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or any other guarantor of the Loan with respect to Default hereunder, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable at the election of Xxxxxx. Guarantor shall, within ten (b10) the unenforceability or invalidity of any security or guaranty for Business Days upon written demand by Administrative Agent, pay the Guaranteed Obligations to Lender. Subject to applicable Legal Requirements, it shall not be necessary for Administrative Agent and Lenders, in order to enforce such payment, first to (i) institute suit or pursue or exhaust any rights or remedies against Borrower or others liable for the lack of perfection or continuing perfection or failure of priority of Debt, (ii) enforce any rights against any security for that shall ever have been given to secure the Guaranteed ObligationsDebt, (ciii) the cessation for any cause whatsoever of the liability of join Borrower or any other guarantor of others liable for the Loan (other than by reason of the full payment and or performance of all Guaranteed Obligations), (d) any failure of Lender to marshal assets in favor of Borrower or any other guarantor of the Loan, (e) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of any collateral securing any Guaranteed Obligation to Guarantor or any other person or entity or any defect in any notice that may be given in connection with any sale or disposition of any collateral securing any Guaranteed Obligation, (f) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, including without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral securing any Guaranteed Obligation or other security for any Guaranteed Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of Borrower or any other guarantor of the Loan or the Guaranteed Obligations or any security part thereof in any action to enforce this Guaranty and/or (iv) resort to any other means of obtaining payment or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that performance of the principal Guaranteed Obligations. (c) Suit may be brought or which reduces a surety’s demand may be made against all parties who have signed this Guaranty or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender to file other guaranty covering all or enforce a claim in any bankruptcy or other proceeding with respect to any person or entity, (j) the election by Lender, in any bankruptcy proceeding of any person or entity, part of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy CodeGuaranteed Obligations, (k) any extension of credit or the grant of any lien under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any person one or entitymore of them, including any discharge ofseparately or together, or bar or stay against collecting, all without impairing the rights of Administrative Agent or any Lender against any party hereto. 4 (d) In the event any payment by Borrower or any other Person to Administrative Agent or any Lender in satisfaction of the Guaranteed Obligations (is held to constitute a preference, fraudulent transfer or other voidable payment under any interest thereon) in applicable bankruptcy, insolvency or as a result of any such proceedingsimilar law, or (p) if for any action taken other reason Administrative Agent is required by Lender that is authorized law to refund such payment or pay the amount thereof to any other party, such payment by this Section Borrower or any other provision party to Administrative Agent or any Lender in satisfaction of any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed ObligationsObligations shall not constitute a release of Guarantor from any liability hereunder and this Guaranty shall continue to be effective or shall be reinstated (notwithstanding any prior release, and all notices of acceptance surrender or discharge by Administrative Agent or any Lender of this Guaranty or of Guarantor), as the existencecase may be, creation with respect to, and this Guaranty shall apply to, any and all amounts so refunded by Administrative Agent or incurrence such Lender or paid by Administrative Agent or such Lender to another Person (which amounts shall constitute part of new or additional the Guaranteed Obligations), and any interest paid by Administrative Agent or any Lender and any reasonable attorneys’ fees, out-of- pocket costs and expenses actually paid or incurred by Administrative Agent or any Lender in connection with any such event. If acceleration of the time for payment of any amount payable by Borrower under any Loan Document is stayed or delayed by any law or tribunal, any amounts due and payable hereunder shall nonetheless be payable by Guarantor within ten (10) Business Days following written demand by Administrative Agent. 3.