Common use of GUARANTOR'S WAIVERS Clause in Contracts

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrowrer, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, . Guarantor waives any right to require Lender Lender: (Aa) to continue lending money or to extend other credit to Borrower; (Bb) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness Guaranteed Obligations or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of the Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Guaranteed Obligations or in connection with the creation of new or additional loans or obligations; (Cc) any defense based upon a failure of Lender to comply with the notice requirements of the applicable version of Uniform Commercial Code Section 9-504; (d) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (De) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (Ff) to pursue any other remedy within Lender’s power; or (Gg) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if If now or hereafter (a) Borrower is shall be or shall become insolvent insolvent, and (b) the Indebtedness Guaranteed Obligations shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxBorrower, Guarantor hereby forever waives and gives up relinquishes in favor of Xxxxxx Lender and XxxxxxxxBorrower, and Xxxxxx’s and Xxxxxxxx’s their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section Section 547(b), or any successor provision of the Federal federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (Aa) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (Bb) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the IndebtednessGuaranteed Obligations; (Cc) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s ’ liability from any cause whatsoever, other than payment in full in legal tender, of the IndebtednessGuaranteed Obligations; (Dd) any right to claim discharge of the Indebtedness Guaranteed Obligations on the basis of unjustified impairment of any collateral for the Indebtednessindebtedness; (Ee) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, commenced there is outstanding Indebtedness of amount owing by Borrower to Lender which under the Guaranteed Obligations that is not barred by any applicable statute of limitations; or (Ff) any defenses given to guarantors at law or in equity other than actual payment and performance of the IndebtednessGuaranteed Obligations. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness Guaranteed Obligations and thereafter Xxxxxx Lender is forced to remit the amount of that payment to XxxxxxxxBorrower’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness Guaranteed Obligations shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demanddemands, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable lawGuarantor waives: (a) any defense based upon any legal disability or other defense of Coil Tubing or any other guarantor or person or based upon Coil Tubing’s cessation for any reason of liability under any of the Note; (b) any defense based upon any lack of authority of Coil Tubing’s officers or other agents acting or purporting to act on behalf of Coil Tubing or any defect in the formation of Coil Tubing; (c) any defense of Guarantor based upon Xxxxxxxx’x election of any remedy against Guarantor or Coil Tubing or both, Guarantor waives including, without limitation, any right to require Lender (A) Xxxxxxxx to continue lending money proceed against Coil Tubing or another person or to extend proceed against any other credit to Borrowersecurity for the Coil Tubing Obligations; (Bd) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (e) any right of subrogation, any right to make enforce any remedy which Xxxxxxxx may have against Coil Tubing and any right to participate in, or benefit from, any security for the Coil Tubing Obligations now or hereafter held by Xxxxxxxx; (f) presentment, protest, demand, or protest and notice of any kind, including notice ; (g) the benefit of any nonpayment statute of limitations affecting the Indebtedness liability of Guarantor hereunder or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation of new or additional loans or obligationsenforcement hereof; (Ch) any right to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) require Xxxxxxxx to pursue any other remedy within Lender’s in Xxxxxxxx’x power; or and (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrowrer, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (Di) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of revoke this Guaranty. Guarantor waives any collateral for the Indebtedness; (E) any statute of limitationsother circumstance or event, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law in existence now or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxxfuture, whether voluntarily that might otherwise constitute a legal or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced equitable defense to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth aboveherein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxBorrower, Guarantor hereby forever waives and gives up in favor of Xxxxxx Lender and XxxxxxxxBorrower, and Xxxxxx’s Lender's and Xxxxxxxx’s Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “"creditor” " of Borrower within the meaning of 11 U.S.C. section U.S.C.section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any “"one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s 's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx Lender is forced to remit the amount of that payment to Xxxxxxxx’s Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (GF) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx Lender is forced to remit the amount of that payment to XxxxxxxxBorrower’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with wit the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within with Lender’s 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth aboveherein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxBorrower, Guarantor hereby forever waives and gives up in favor of Xxxxxx Lender and XxxxxxxxBorrower, and Xxxxxx’s Lender's and Xxxxxxxx’s Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire acquired against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “right of appraisal, "one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s 's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx Lender is forced to remit the amount of that payment to Xxxxxxxx’s Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. COMMERCIAL GUARANTY (Continued) Page 2 In addition to the waivers set forth aboveherein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxBorrower, Guarantor hereby forever waives and gives up in favor of Xxxxxx Lender and XxxxxxxxBorrower, and Xxxxxx’s Lender's and Xxxxxxxx’s Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “"creditor” " of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “"one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s 's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx Lender is forced to remit the amount of that payment to Xxxxxxxx’s Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction non-action on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (GF) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth aboveherein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for or the Indebtednessindebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to XxxxxxxxBorrower’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxBorrower, Guarantor hereby forever waives and gives up in favor of Xxxxxx Lender and XxxxxxxxBorrower, and Xxxxxx’s Lender's and Xxxxxxxx’s Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “"creditor” " of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B1) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtednessindebtedness; (C2) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D3) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral Collateral for the Indebtedness; or (E4) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; . Guarantor acknowledges and agrees that Guarantor's obligations under this Guaranty shall apply to and continue with respect to any amount paid to Lender which is subsequently recovered from Lender for any reason whatsoever (including without limitation as a result of bankruptcy, insolvency or (F) any defenses given to guarantors at law fraudulent conveyance proceeding), notwithstanding the fact that all or in equity other than actual payment and performance a part of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwiseIndebtedness may have been previously paid, or by any third partythis Guaranty may have been terminated, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guarantyboth. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. Guarantor's Understanding With Respect To Waivers. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. Right of Setoff. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust xxcounxx xxr which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. Subordination of Borrower's Debts to Guarantor. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which It may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. CONFESSED JUDGMENT, UPON THE OCCURRENCE OF A DEFAILT ON THE INDEBTEDNESS, GUARANTOR HEREBY AUTHORIZES ANY ATTORNEY DESIGNATED BY LENDER OR ANY CLERK OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR IN ANY COURT OF RECORD AND CONFESS JUDGMENT WITHOUT PRIOR HEARING AGAINST GUARANTOR IN FAVOR OF LENDER FOR, AND IN THE AMOUNT OF, THE UNPAID BALANCE OF THE PRINCIPAL AMOUNT OF THIS GUARANTY, ALL INTEREST ACCRUED AND UNPAID THEREON, ALL OTHER AMOUNTS PAYABLE BY GUARANTOR TO LENDER UNDER THE TERMS OF THIS GUARANTY OR ANY OTHER AGREEMENT, DOCUMENTS, INSTRUMENT EVIDENCING, SECURING OR GUARANTYING THE OBLIGATIONS EVIDENCED BY THIS GUARANTY, COSTS OF SUIT, AND ATTORNEYS' FEES OF FIFTEEN PERCENT (15%) OF THE UNPAID BALANCE OF THE PRINCIPAL AMOUNT OF THIS GUARANTY AND INTEREST THEN DUE HEREUNDER. Guarantor hereby releases, to the extent permitted by applicable law, all errors and all rights of exemption, appeal, stay of execution, inquisition, and other rights to which Borrower may otherwise be entitled under the laws of the United States or of any state or possession of the United States now in force and which may hereafter be enacted. The authority and power to appear for and enter judgment against Guarantor shall not be exhausted by one or more exercises thereof or by any imperfect exercise thereof and shall not be extinguished by any judgment entered pursuant thereto. Such authority may be exercised on one or more occasions or from time to time in the same or different jurisdictions as often as Lender shall deem necessary or desirable, for all of which this Guaranty shall be a sufficient warrant.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction non-action on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (GF) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for for● reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx Lender is forced to remit the amount of that payment to XxxxxxxxBorrower’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law4.1 Guarantor unconditionally, Guarantor irrevocably, and expressly waives and releases: (a) any right to require Lender (A) assert or claim that Guarantor is exonerated by any action taken by Buyer which impairs Guarantor's rights to continue lending money or be subrogated to extend other credit to BorrowerBuyer's rights against Seller; (Bb) the right to make enforce any presentmentremedies that Buyer now has, or later may have, against Seller until such time as all Obligations of Seller have been satisfied; (c) all presentments, demands for performance, notices of non-performance, protests, notices of protest, demandnotices of dishonor, and notices of acceptance of this Guaranty; (d) Guarantor's right by law to receive any notices to Seller of the existence, creation, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation incurrence of new or additional loans or obligationsobligations under the Purchase Agreement; (Ce) any duty of Buyer to resort for payment or advise Guarantor of any information known to Buyer regarding the financial condition of Seller; (f) the right to proceed directly against Seller or at once against pursue any person, including Borrower or particular remedy in Buyer's power (until such time as all Obligations of Seller have been satisfied); and (g) any defense by reason of any disability of Seller and any other guarantor; (D) defense based upon the termination of Seller's ability to proceed directly against perform under the Purchase Agreement from any cause other than the legal or exhaust any collateral held by Xxxxxx from Borrower, any other guarantor, or any other person; (E) contractual rights of Seller pursuant to give notice the Purchase Agreement. Without limiting the generality of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxxforegoing, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also expressly waives any and all rights or defenses arising benefits which might otherwise be available to it under California Civil Code Sections 2810, 2819, 2845, 2848 and 2850. 4.2 Guarantor hereby agrees, represents and warrants that the matters contemplated by reason this Guaranty and the Purchase Agreement involve complicated transactions and that Guarantor possesses knowledge, expertise and experience with respect to such transactions. Furthermore, Guarantor agrees, represents and warrants that it has had the advice of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim counsel of its own choosing in negotiations for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts Guarantor may suffer by reason of any law limiting, qualifying, or discharging and the Indebtedness; (C) any disability or other defense of Borrowrer, of any other guarantor, or of any other person, or by reason preparation of the cessation of Borrower’s liability from any cause whatsoeverPurchase Agreement and this Guaranty, other than payment in full in legal tender, of that Guarantor has read the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement provisions of this Guaranty. , including the foregoing waivers, that Guarantor further waives is fully aware of its contents and agrees legal effect and that Guarantor has not to assert relied on any statements or claim at any time any deductions opinions of Buyer or Buyer's counsel with respect to the amount guaranteed under meaning or legal effect of this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothPurchase Agreement.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s 's power; or (G) to commit any act or of omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness indebtedness shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxBorrower, Guarantor hereby forever waives and gives up in favor of Xxxxxx Lender and XxxxxxxxBorrower, and Xxxxxx’s Lender's and Xxxxxxxx’s respective Borrower's receptive successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “"creditor” " of Borrower within the meaning of 11 U.S.C. section 547(b547 (b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “"one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s 's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtednessindebtedness; (C) any disability or other defense of Borrowrer, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.any

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth aboveherein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall shell not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s 's and Xxxxxxxx’s 's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “"creditor” " of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor waives all rights of Guarantor under Chapter 34 of the Texas Business and Commerce Code. Guarantor also waives any and all rights or defenses arising by reason of (A) any “"one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s Xxxxxx's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s 's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue continue. lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness tile Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s 's power; : or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth aboveherein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxBorrower, Guarantor hereby forever waives and gives up in favor of Xxxxxx and XxxxxxxxLender arid Borrower, and Xxxxxx’s Lender's and Xxxxxxxx’s Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “"creditor” " of Borrower within the tile meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. The Guarantor agrees that the provisions of this Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of the Guarantor under this Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of the Guarantor's liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by the Guarantor or the Lender, be automatically limited arid reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. Guarantor waives all rights of Guarantor under Chapter 34 of the Texas Business arid Commerce Code. Guarantor also waives any and all rights or defenses arising by reason of (A) any “"one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s 's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from any cause tiny Cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on oil the basis of unjustified impairment of any collateral for the COMMERCIAL GUARANTY (CONTINUED) Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; (F) any right to claim the Guaranty is conditioned on anyone else executing this or any other guaranty; or (FG) any defenses given to guarantors at law or in equity other than actual payment and performance of the tile Indebtedness. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on oil the Indebtedness and arid thereafter Xxxxxx Lender is forced to remit the amount of that payment to Xxxxxxxx’s Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the tile purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time time, any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. 7.1 Except as prohibited by applicable law, Guarantor hereby waives any right to require Lender to: (Aa) to continue lending money or to extend other credit to Borrower; (B) to make any presentmentpresentment , protest, demand, demand or notice of any kind, including notice of change or any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (Cb) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantorBorrower, before proceeding against Guarantor; (Dc) to proceed directly against or exhaust any collateral held Collateral for the Indebtedness, including Collateral provided by Xxxxxx from BorrowerGuarantor, any other guarantor, or any other personbefore proceeding against Guarantor; (Ed) to apply any payments or proceeds received against the Indebtedness in any order ; (e) give notice of the terms, time, time and place of any public or private sale of the Collateral pursuant to the Uniform Commercial Code or any other law governing such sale; (f) disclose any information about the Indebtedness, the Borrower, the Collateral or any other guarantor or surety, or about any action or nonaction of Lender; or (g) pursue any remedy or course of action in Lender's power whatsoever. 7.2 Guarantor also waives any and all rights or defenses arising by reason of : (a) any disability or other defense of Borrower, any other guarantor or surety or any other person ; (b) the cessation from any cause whatsoever, other than payment in full, of the Indebtedness; (c) the application of proceeds of the Indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor and Lender; (d) any act of omission or commission by Lender, which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety or the Indebtedness, or the loss or release of any Collateral by operation of law or otherwise; (e) any statute of limitations in any action under this Guaranty or on the Indebtedness; or (f) any modification or change in forms of the Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration or other change in the time payment of the Indebtedness is due and any change in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on the Indebtedness incurred prior to such revocation. Until all Indebtedness is paid in full, Guarantor waives all rights and any defenses Guarantor may have arising out of an election of remedies by Lender. This waiver includes, without limitation, any loss of rights Guarantor may suffer by reason of any rights or protections of Borrower in connection with any anti-deficiency laws or other laws limiting or discharging the Indebtedness or Borrower's obligations . Guarantor waives all rights and protections of any kind that Guarantor may have for any reason, which would affect or limit the amount of any recovery by Lender from Guarantor following a nonjudicial sale or judicial foreclosure of any real or personal property security held Collateral for the Indebtedness, including but not limited to, the right of any fair market value hearing. Guarantor understands and agrees that the foregoing waivers are waivers of substantive rights and defenses to which Guarantor might otherwise be entitled under state and federal law. The rights and defenses waived, include without limitation, those provided by Xxxxxx from Borrower or to comply with any other applicable provisions laws of suretyship, guaranty, foreclosure, anti­ deficiency laws and the Uniform Commercial Code; (F) . Guarantor acknowledges that Guarantor has provided these waivers of rights and defenses with the intention that they be fully relied upon by Lender. Until all Indebtedness is paid in full, Guarantor waives any right to pursue enforce any remedy Lender may have against Borrower or any other remedy within Lender’s powerguarantor, surety or other person; or (G) and further, Guarantor waives any right to commit participate in any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to Collateral for the waivers set forth above, if Indebtedness now or hereafter held by Lender. Guaranty Agreement -Unconditional Payment (ORM Timber Fund III (REIT) lnc./Note No. 6214502) 7.3 If now or hereafter (a) Borrower is shall be or shall become insolvent insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral Collateral pledged by XxxxxxxxBorrower, Guarantor hereby forever waives and gives up relinquishes in favor of Xxxxxx Lender and XxxxxxxxBorrower, and Xxxxxx’s and Xxxxxxxx’s their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” creditor of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. . 7.04 Notwithstanding the waivers set forth above and the authorizations of Guarantor also waives provided to Lender in Paragraph 5 hereof, Lender, in Lender's sole discretion, may from time to time condition any and all rights of the foregoing actions upon notice to or defenses arising by reason the consent of (A) any “one action” Guarantor with or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts Guarantor may suffer by reason of any law limiting, qualifying, or discharging obtaining the Indebtedness; (C) any disability or other defense of Borrowrer, consent of any other guarantorguarantors or sureties and or may, or and without the duty to do so, from time to time give Guarantor notice of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or foregoing actions without giving notice to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothother guarantor.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; , (D) to proceed directly against or exhaust any collateral held by Xxxxxx from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth aboveherein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s 's and Xxxxxxxx’s 's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “"creditor” " of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor waives all rights of Guarantor under Chapter 34 of the Texas Business and Commerce Code. Guarantor also waives any and all rights or defenses arising by reason of (A) any “"one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s Xxxxxx's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s 's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s 's power; or (GF) to commit any act or omission of any kind, kind or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “A)any "one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing form binging any action, including a claim for deficiency, against Guarantor, Guarantor before or after Lender’s 's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, person or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any Any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in any equity other than actual payment and performance of the Indebtedness. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx Lender is forced to remit the amount of that payment to Xxxxxxxx’s Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this the Guaranty. Guarantor further waives and agrees not to assert or claim at any nay time any deductions to the amount mount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the COMMERCIAL GUARANTY (Continued) Page 2 =========================================================================== Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under circumstance, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give xx xxxe notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx Lender from Borrower or to comply with any other applicable provisions of provisioxx xx the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth aboveherein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxBorrower, Guarantor hereby forever waives and gives up in favor of Xxxxxx and XxxxxxxxLxxxxx xxd Borrower, and Xxxxxx’s Lender's and Xxxxxxxx’s respective successorsBorrower's rxxxxxxive sucxxxxxxx, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “"creditor” " of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor waives all rights of Guarantor under Chapter 34 of the Texas Business and Commerce Code. Guarantor also waives any and all rights or defenses arising by reason of (A) any “"one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s 's commencement or completion of any foreclosure action, either judicially eithex xxxxcially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; : (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; : (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness ox xxx Xxdebtedness and thereafter Xxxxxx Lender is forced to remit the amount of that payment to Xxxxxxxx’s trustee Borrower's txxxxxx in bankruptcy or to any similar person under any federal xxxxxxx or state bankruptcy law or law laws for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lxxxxx from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx Lxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth aboveherein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxBxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx Lxxxxx and XxxxxxxxBxxxxxxx, and XxxxxxLxxxxx’s and XxxxxxxxBxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by XxxxxxxxBxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx Lxxxxx is forced to remit the amount of that payment to XxxxxxxxBxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (Aa) to continue lending money or to extend other credit to Borrower; (Bb) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, . Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (Cc) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (Dd) to proceed directly against or exhaust any collateral held by Xxxxxx from Borrower, any other guarantor, or any other person; (Ee) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (Ff) to pursue any other remedy within Lender’s 's power; or (Gg) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if If now or hereafter (a) Borrower is shall be or shall become insolvent insolvent, and (b) the Indebtedness indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up relinquishes in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, otherwise so that at no time shall Guarantor be or become a “"creditor” " of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (Aa) any “"one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s 's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (Bb) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtednessindebtedness; (Cc) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtednessindebtedness; (Dd) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (Ee) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, commenced there is outstanding Indebtedness indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (Ff) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtednessindebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s 's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at Guarantor waives all times until paid be fully secured by collateral pledged by Xxxxxxxx, rights of Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision under Chapter 43 of the Federal bankruptcy lawsTexas Civil Practice and Remedies Code. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion contemplation of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender Xxxxxx which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction nonactton on the part of Borrower, Lender, any surety, endorser, endorser or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth aboveherein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s 's and Xxxxxxxx’s 's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, Borrower by subrogation or otherwise, so that at no time shall Guarantor be or become a “"creditor” " of Borrower within the meaning of 11 U.S.C. U.8.C. section 547(b), ) or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “"one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s Xxxxxx's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; : (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in -------------------------------------------------------------------------------- COMMERCIAL GUARANTY Loan No: 4971209712 (Continued) Pag* 2 -------------------------------------------------------------------------------- full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s 's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. In addition to the waivers set forth above, Guarantor expressly waives, to the extent permitted by Arizona law, all of Guarantor's rights under sections 12-1641, 12-1842, 12-1643, 12-1644, 44-142, and 47-3606 of the Arizona Revised Statutes, and Rule 17f of the Arizona Revised Statutes Rules of Civil Procedure. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (Aa) to continue lending money or to extend other credit to Borrower; (Bb) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (Cc) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (Dd) to proceed directly against or exhaust any collateral held by Xxxxxx from Lender form Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (Fe) to pursue any other remedy within Lender’s 's power; or to (Gf) to commit any act or omission of on any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if If now or hereafter (a) Borrower is shall be or shall become insolvent insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxBorrower, Guarantor hereby forever waives and gives up relinquishes in favor of Xxxxxx Lender and XxxxxxxxBorrower, and Xxxxxx’s and Xxxxxxxx’s their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “"creditor” " of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy Bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (Aa) any “"one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s 's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (Bb) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (Cc) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (Dd) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (Ee) any statute statue of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any an applicable statute statue of limitations; or (Ff) any defenses given to guarantors at a law or in equity other than actual payment and performance of the Indebtedness. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx Lender is forced to remit the amount of that the payment to Xxxxxxxx’s Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this the Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender Creditor (Aa) to continue lending money making Advances or to extend other credit to BorrowerDebtor; (Bb) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness Obligations or of any nonpayment related to any collateral, or notice of any action or nonaction inaction on the part of BorrowerDebtor, LenderCreditor, any surety, endorser, or other guarantor in connection with the indebtedness Obligations or in connection with the creation of new Changes or additional loans or obligationsAdvances; (Cc) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Creditor from BorrowerDebtor, any other guarantor, or any other person; (Ee) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx Creditor from Borrower Debtor or to strictly comply with any other applicable provisions of the Uniform Commercial Code, Guarantor agreeing that good faith substantial compliance shall be sufficient; or (Ff) to pursue any other remedy within Lender’s Creditor's power; . 9.1 If now or (G) later Debtor shall be or become insolvent subject to commit any act insolvency or omission bankruptcy proceeding, Guarantor now and forever waives and relinquishes in favor of any kindCreditor and Debtor, and their respective successors, unless and until all the Obligations have been satisfied, and the Creditor has released, transferred, or at disposed of all of its rights, title, and interest in any time, collateral or security (other than with respect to any matter whatsoever. In addition the assignment or transfer of the Obligations to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up a successor in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successorsinterest), any claim or right to payment which Guarantor may now have or hereafter later have or acquire against BorrowerDebtor by subrogation, by subrogation indemnification, or reimbursement of any kind, or otherwise, so that at no time shall Guarantor be or become a “"creditor” " of Borrower Debtor within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy lawsUnited States Bankruptcy Code. The Guarantor further agrees that, to the extent the waiver of its rights of subrogation and similar rights (such as indemnification or reimbursement) is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation or similar rights the Guarantor may have against the Debtor or against any collateral or security shall be junior and subordinate to any right the Creditor may have against the Debtor and to all right, title, and interest the Creditor may have in any collateral or security. The Creditor may use, sell, or dispose of any item of collateral or security as it sees fit without regard to any subrogation or similar right the Guarantor may have, and upon disposition or sale, any right of subrogation or similar right the Guarantor may have with respect to such item shall terminate. Upon satisfaction of all the Obligations, the Creditor agrees to timely release, transfer, and dispose of all of its right, title, and interest in any collateral or security and agrees to execute and record such documents as are reasonably required to evidence such release, transfer, and disposal. 9.2 Guarantor also waives any and all rights agrees not to assert or defenses arising by reason take advantage of (Aa) any “one action” right (including the right, if any, under Utah's one-action rule as set forth in Utah Code Annotated, 1953, Section 79-34-1) to require Creditor to proceed against or “anti-deficiency” law exhaust any security held by Creditor at any time or to pursue any other law which may prevent Lender from bringing any action, including a claim for deficiency, remedy in Creditor's power before proceeding against Guarantor, before ; (b) the release or after Lender’s commencement or completion surrender of any foreclosure action, either judicially security held for the payments of the Obligations; or by exercise of a power of sale; (Bc) any defense based upon an election of remedies (including, if available, an election of remedies to proceed by Lender non-judicial foreclosure) by Creditor which destroys or otherwise adversely affects Guarantor’s impairs any subrogation or similar rights of Guarantor or Guarantor’s rights the right of Guarantor to proceed against Borrower Debtor for reimbursement, including without limitation, any loss of rlghts Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrowrer, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. both. 9.3 Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment recoupment, or similar right, whether such claim, demand demand, or right may be asserted by the BorrowerDebtor, the Guarantor, or both. Separate claims by Guarantor which do not in any way affect or reduce or delay any payments or performance due under this Guaranty are not prohibited.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth aboveherein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxBorrower, Guarantor hereby forever waives and gives up in favor of Xxxxxx Lender and XxxxxxxxBorrower, and Xxxxxx’s Lender's and Xxxxxxxx’s Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against COMMERCIAL GUARANTY Loan No: 0000274076 (Continued) Page 2 -------------------------------------------------------------------------------- Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “"creditor” " of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “"one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s 's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx Lender is forced to remit the amount of that payment to Xxxxxxxx’s Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (Aand it shall not be necessary for Lender, in order to enforce such payment by Guarantor to first) (a) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; Person liable on the Liabilities, (Db) to proceed directly against or exhaust any collateral held by Xxxxxx from Borrowersecurity given to secure the Liabilities, (c) to have Borrower joined with Guarantor in any suit arising out of this Guaranty Agreement and/or any of the Liabilities, (d) to enforce its rights against any other guarantor, or any other person; (E) to give notice guarantor of the termsLiabilities, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (Fe) to pursue or exhaust any other remedy within in Lender’s power; 's power whatsoever, or (Gf) to commit preserve or perfect any act liens or omission of security interests against any kind, or at any time, with respect to any matter collateral whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness Lender shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxxrequired to mitigate damages or take any action to reduce, collect or enforce the Liabilities. Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim defense or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” the marshalling of Borrower within any security given to secure the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy lawsLiabilities. Guarantor also waives any and all rights or defenses defense arising by reason of (A) any “one action” disability, lack of corporate authority or “anti-deficiency” law or any other law which may prevent Lender from bringing any actionpower, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrowrer, Borrower or any other guarantor of any other guarantorof the Liabilities, and shall remain liable hereon regardless of whether Borrower or of any other personguarantor be found not liable thereon for any reason. Until all the Liabilities shall have been paid in full, or by reason Guarantor shall have no right of the cessation subrogation, waives all of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors its rights at law or in equity (including, without limitation, any law subrogating Guarantor to the rights of Lender) to seek contribution, indemnification or any other than actual payment and performance form of reimbursement from or to enforce any remedy which Lender now has or may hereafter have against Borrower or any other Person primarily or secondarily liable for any of the IndebtednessLiabilities and waives any benefit of and any right to participate in any security now or hereafter held by Lender to secure directly or indirectly all or any of the Liabilities. If payment is made Guarantor waives any and all defenses which might otherwise be available (but only to the extent permitted by Xxxxxxxxlaw) by virtue of any valuation, whether voluntarily or otherwisestay, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy moratorium law or similar law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert now or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothhereafter in effect.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, . Guarantor waives any right to require Lender Lender: (Aa) to continue lending money or to extend other credit to Borrower; (Bb) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness Guaranteed Obligations or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of the Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Guaranteed Obligations or in connection with the creation of new or additional loans or obligations; (Cc) any defense based upon a failure of Lender to comply with the notice requirements of the applicable version of Uniform Commercial Code Section 9-504; (d) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (De) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (Ff) to pursue any other remedy within Lender’s power; or (Gg) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if If now or hereafter (a) Borrower is shall be or shall become insolvent insolvent, and (b) the Indebtedness Guaranteed Obligations shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up relinquishes in favor of Xxxxxx and XxxxxxxxBorrower, and Xxxxxx’s and Xxxxxxxx’s their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section Section 547(b), or any successor provision of the Federal federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (Aa) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (Bb) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the IndebtednessGuaranteed Obligations; (Cc) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s ’ liability from any cause whatsoever, other than payment in full in legal tender, of the IndebtednessGuaranteed Obligations; (Dd) any right to claim discharge of the Indebtedness Guaranteed Obligations on the basis of unjustified impairment of any collateral for the Indebtednessindebtedness; (Ee) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, commenced there is outstanding Indebtedness of amount owing by Borrower to Lender which under the Guaranteed Obligations that is not barred by any applicable statute of limitations; or (Ff) any defenses given to guarantors at law or in equity other than actual payment and performance of the IndebtednessGuaranteed Obligations. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness Guaranteed Obligations and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness Guaranteed Obligations shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demanddemands, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantorGuarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth aboveherein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b547 (b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of for sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to XxxxxxxxBorrower’s trustee trustees in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s 's power; or (GF) to commit any act or omission of any kind, kind or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “A)any "one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing form binging any action, including a claim for deficiency, against Guarantor, Guarantor before or after Lender’s 's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, person or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any Any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in any equity other than actual payment and performance of the Indebtedness. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx Lender is forced to remit the amount of that payment to Xxxxxxxx’s Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this the Guaranty. Guarantor further waives and agrees not to assert or claim at any nay time any deductions to the amount mount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar righttight, whether such claim, demand or right may be asserted by the COMMERCIAL GUARANTY (Continued) Page 2 =========================================================================== Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under circumstance, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Each Guarantor waives and agrees not to assert: (a) any right to require Lender (A) CompuDyne to continue lending money proceed against Purchaser, to pursue any other remedy available to CompuDyne, or to extend other credit to Borrowerpursue any remedy in any particular order or manner; (Bb) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement thereof, to make any presentmentthe extent such statute of limitations is shorter than the statute of limitations that would apply to the underlying claim if asserted against Purchaser; (c) demand, diligence, presentment for payment, protest and demand, and notice of extension, dishonor, protest, demand, or nonpayment, and acceptance of this Guaranty; (d) notice of any kindthe existence, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateralcreation, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation incurring of new or additional loans or obligationsObligations; (Ce) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place benefits of any public or private sale statutory provision limiting the liability of personal property security held by Xxxxxx from Borrower or to comply with a surety; and (f) any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses defense arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrowrer, of any other guarantor, or of any other personPurchaser, or by reason of the cessation of Borrower’s liability from any cause whatsoever, whatsoever (other than payment in full in legal tender, full) of the Indebtedness; (D) liability of Purchaser for the Obligations. Each Guarantor shall have no right of subrogation and hereby waives any right to claim discharge of the Indebtedness on the basis of unjustified impairment of enforce any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender remedy which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwiseCompuDyne now has, or may hereafter have, against Purchaser and waives any benefit of, and any right to participate in, any security now or hereafter held by any third partyCompuDyne. In addition, on Guarantors shall pay to CompuDyne, upon demand, all losses, reasonable costs and expenses, including, without limitation, attorney fees and court costs, incurred by CompuDyne in attempting to satisfy the Indebtedness and thereafter Xxxxxx is forced to remit Obligations or the amount liability of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person each Guarantor under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited Guarantor hereby waives: 1. Any and all notices, presentments and notices of nonpayment or nonperformance; 2. All defenses based upon any disability of Tenant, release of Tenant's liability for any reason or any statute of limitations controlling obligations accruing under the Lease or this Guarantee; 3. Any and all rights it may have now or in the future to require or demand that Landlord pursue any right or remedy Landlord may have against Tenant or any third party, 4. Any and all rights it may have to enforce any remedies available to Landlord against Tenant now or in the future; 5. Any and all right to participate in any security deposit held by applicable law, Guarantor waives any Landlord under the Lease now or in the future; 6. The right to require Lender (A) Landlord to proceed against Tenant, exhaust any security which Landlord now holds or may hold in the future from Tenant or pursue any other right or remedy available to Landlord; 7. All benefits and defenses under Nevada law that Guarantor's liability may be larger in amount and more burdensome than the liability of Tenant, and that Guarantor is liable even if Tenant had no liability at the time of the execution of the Lease or ceases for any reason to be liable; 8. All rights and benefits under Nevada law that Guarantor's liability shall continue lending money or to extend other credit to Borrowereven if Landlord alters the obligations of Tenant under the Lease; (B) to make any presentment, protest, demand, or notice of any kindand 9. All benefits and defenses under Nevada law, including notice of any nonpayment of the Indebtedness or of any nonpayment related right to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or require Landlord to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx from BorrowerTenant, any other guarantor, or any other person; (E) to give notice of the termssecurity Landlord may hold, timebefore enforcing this Guaranty against Guarantor, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or the right to comply with any other applicable provisions of the Uniform Commercial Code; (F) require Landlord to pursue any other right or remedy within Lender’s power; or (G) to commit any act or omission for the benefit of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and XxxxxxxxGuarantor, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so agrees that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrowrer, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.Landlord may

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender ------------------- NSI to (Aand it shall not be necessary for NSI, in order to enforce such payment by Guarantor to first) (a) proceed against Borrower or any other Person liable on the Indebtedness, (b) proceed against or exhaust any security given to continue lending money or to extend secure the Indebtedness, (c) have Borrower joined with Guarantor in any suit arising out of this Guaranty Agreement and/or any of the Indebtedness, (d) enforce its rights against any other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment guarantor of the Indebtedness or (e) pursue or exhaust any other remedy in NSI's power whatsoever. NSI shall not be required to mitigate damages or take any action to reduce, collect or enforce the Indebtedness. Guarantor waives any defense arising by reason of any nonpayment related to any collateraldisability, lack of corporate authority or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorserpower, or other guarantor in connection with the indebtedness or in connection with the creation defense of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust guarantor of any collateral held by Xxxxxx from Borrowerof the Indebtedness, any other guarantor, and shall remain liable hereon regardless of whether Borrower or any other person; (E) to give notice guarantor be found not liable thereon for any reason. Guarantor shall have no right of the terms, timesubrogation, and place waives any right to enforce any remedy which NSI now has or may hereafter have against Borrower, and waives any benefit of any public or private sale of personal property right to participate in any security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured held by collateral pledged by Xxxxxxxx, NSI. The Guarantor hereby forever waives and gives up in favor any obligation of Xxxxxx and Xxxxxxxxthe Borrower to pay, and Xxxxxx’s and Xxxxxxxx’s respective successorsreimburse or otherwise compensate the Guarantor for any payments the Guarantor may have to make to the NSI pursuant to this Guaranty Agreement. In addition, the Guarantor hereby waives any claim right, or right to payment Guarantor claims it may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of the Borrower within in connection with any payments which the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrowrer, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right have to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower make to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given NSI pursuant to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothAgreement.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, The Guarantor waives any right to require the Lender to (Aand it shall not be necessary for the Lender, in order to enforce such payment by the Guarantor to first) (a) proceed against the Borrower or any other Person liable on the Liabilities, (b) proceed against or exhaust any security given to continue lending money or to extend secure the Liabilities, (c) have the Borrower joined with the Guarantor in any suit arising out of this Guaranty Agreement and/or any of the Liabilities, (d) enforce its rights against any other credit to Borrower; (B) to make any presentment, protest, demandguarantor of the Liabilities, or notice (e) pursue or exhaust any other right in the Lender's power whatsoever. The Lender shall not be required to mitigate damages or take any action to reduce, collect, or enforce the Liabilities. The Guarantor waives any defense arising by reason of any kinddisability, including notice lack of any nonpayment of the Indebtedness authority or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorserpower, or other defense of the Borrower or any other guarantor in connection with of any of the indebtedness Liabilities, and shall remain liable hereon regardless of whether the Borrower or in connection with any other guarantor is found not liable thereon for any reason including, without limitation, disability, bankruptcy, insolvency, reorganization, dissolution, or operation of law, even though rendering the creation of new Liabilities void or additional loans unenforceable or obligations; (C) to resort for payment or to proceed directly or at once uncollectible as against any person, including the Borrower or any other guarantor; . Prior to the payment in full of the Liabilities and, in any event, not until 367 days after the making of any payment and/or the granting of any Lien to secure all or any part of the Liabilities by any Person, (Dx) the Guarantor shall have no right of subrogation, and waives any right to proceed directly enforce any remedy which the Lender now has or may hereafter have against or exhaust any collateral held by Xxxxxx from the Borrower, and waives any other guarantor, or any other person; (E) to give notice of the terms, time, and place benefit of any public or private sale of personal property right to participate in any security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and held by the Indebtedness shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxLender, (y) the Guarantor hereby forever waives and gives up in favor any obligation of Xxxxxx and Xxxxxxxxthe Borrower to pay, reimburse, or otherwise compensate the Guarantor for any payments the Guarantor may have to make to the Lender pursuant to this Guaranty Agreement, and Xxxxxx’s and Xxxxxxxx’s respective successors(z) in addition, the Guarantor hereby waives any right or claim it now has or right to payment may hereafter have against the Borrower in connection with any payments which the Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrowrer, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions make to the amount guaranteed under Lender pursuant to this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothAgreement.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lxxxxx from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx Lxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth aboveherein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxBxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx Lxxxxx and XxxxxxxxBxxxxxxx, and XxxxxxLxxxxx’s and XxxxxxxxBxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (( A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by XxxxxxxxBxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx Lxxxxx is forced to remit the amount of that payment to XxxxxxxxBxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give xx xxxe notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx Lender from Borrower or to comply with any other applicable provisions of provisioxx xx the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth aboveherein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxBorrower, Guarantor hereby forever waives and gives up in favor of Xxxxxx and XxxxxxxxLxxxxx xxd Borrower, and Xxxxxx’s Lender's and Xxxxxxxx’s Borrower's respective successorssuccessoxx, any claim or right xxy claxx xx xxght to payment Guarantor may xxxxxnt Guarxxxxx xxy now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “"creditor” " of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor waives all rights of Guarantor under Chapter 34 of the Texas Business and Commerce Code. Guarantor also waives any and all rights or defenses arising by reason of (A) any “"one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s 's commencement or completion of any foreclosure action, either judicially eithex xxxxcially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; : (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; : (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness ox xxx Xxdebtedness and thereafter Xxxxxx Lender is forced to remit the amount of that payment to Xxxxxxxx’s trustee Borrower's txxxxxx in bankruptcy or to any similar person under any federal xxxxxxx or state bankruptcy law or law laws for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited (a) To the fullest extent permitted by applicable law, Guarantor waives hereby waives: (i) notice of acceptance hereof; (ii) notice of any loans or other financial accommodations made or extended under the Credit Agreement, or the creation or existence of any Guarantied Obligations; (iii) notice of the amount of the Obligations, subject, however, to Guarantor’s right to require Lender (A) make inquiry of Xxxxx Fargo to continue lending money or to extend other credit to Borrowerascertain the amount of the Obligations at any reasonable time; (Biv) to make notice of any presentmentadverse change in the financial condition of Borrowers or of any other fact that might increase Guarantor’s risk hereunder; (v) notice of presentment for payment, demand, protest, demand, or and notice thereof as to any instrument among the Loan Documents; (vi) notice of any kind, including notice Default or Event of Default under any nonpayment of the Indebtedness Loan Documents; and (vii) all other notices (except if such notice is specifically required to be given to Guarantor under this Guaranty or of any nonpayment related other Loan Documents to which Guarantor is a party) and demands to which Guarantor might otherwise be entitled. (b) To the fullest extent permitted by applicable law, Guarantor hereby waives the right by statute or otherwise to require Xxxxx Fargo or its Affiliates, to institute suit against a Borrower or any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly exhaust any rights and remedies which Xxxxx Fargo or at once its Affiliates, has or may have against any person, including Borrower or any other guarantor. In this regard, Xxxxxxxxx agrees that it is bound to the payment of each and all Obligations, whether now existing or hereafter arising, as fully as if the Obligations were directly owing to Xxxxx Fargo by Guarantor. Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Obligations shall have been fully and finally performed and indefeasibly paid in full in cash, to the extent of any such payment) of any Borrower or by reason of the cessation from any cause whatsoever of the liability of such Borrower in respect thereof. (c) To the fullest extent permitted by applicable law, Guarantor hereby waives: (i) any right to assert against Xxxxx Fargo or its Affiliates, any defense (legal or equitable), set-off, counterclaim, or claim which Guarantor may now or at any time hereafter have against any Borrower or any other party liable to Xxxxx Fargo or its Affiliates; (Dii) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Obligations or any security therefor; (iii) any right or defense arising by reason of any claim or defense based upon an election of remedies by Wells Fargo or its Affiliates including any defense based upon an election of remedies by Xxxxx Fargo or its Affiliates; (iv) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to Guarantor’s liability hereunder. (d) Until the Obligations have been paid in full in cash, (i) Guarantor hereby subordinates any right of subrogation Guarantor has or may have as against any Borrower with respect to the Obligations; (ii) in addition, Guarantor hereby subordinates any right to proceed directly against any Borrower or exhaust any collateral held by Xxxxxx from Borrower, any other guarantorPerson, now or hereafter, for contribution, indemnity, reimbursement, or any other person; suretyship rights and claims (E) to give notice irrespective of the termswhether direct or indirect, time, and place of any public liquidated or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any timecontingent), with respect to the Obligations; and (iii) in addition, Guarantor also hereby subordinates any matter whatsoever. In addition right to proceed or to seek recourse against or with respect to any property or asset of any Borrower. (e) If any of the Obligations or the obligations of Guarantor under this Guaranty at any time are secured by a mortgage or deed of trust upon real property, Xxxxx Fargo or its Affiliates may elect, in its sole discretion, upon a default with respect to the waivers set forth aboveObligations or the obligations of Guarantor under this Guaranty, if now to foreclose such mortgage or hereafter Borrower is deed of trust judicially or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured nonjudicially in any manner permitted by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantorlaw, before or after Lenderenforcing this Guaranty, without diminishing or affecting the liability of Guarantor hereunder. Guarantor understands that (a) by virtue of the operation of antideficiency law applicable to nonjudicial foreclosures, an election by Xxxxx Fargo or its Affiliates to nonjudicially foreclose on such a mortgage or deed of trust probably would have the effect of impairing or destroying rights of subrogation, reimbursement, contribution, or indemnity of Guarantor against any Borrower or other guarantors or sureties, and (b) absent the waiver given by Guarantor herein, such an election would estop Xxxxx Fargo or its Affiliates from enforcing this Guaranty against Guarantor. Understanding the foregoing, and understanding that Guarantor is hereby relinquishing a defense to the enforceability of this Guaranty, Guarantor hereby waives any right to assert against Xxxxx Fargo or its Affiliates any defense to the enforcement of this Guaranty, whether denominated “estoppel” or otherwise, based on or arising from an election by Xxxxx Fargo or its Affiliates to nonjudicially foreclose on any such mortgage or deed of trust. Guarantor understands that the effect of the foregoing waiver may be that Guarantor may have liability hereunder for amounts with respect to which Guarantor may be left without rights of subrogation, reimbursement, contribution, or indemnity against a Borrower or other guarantors or sureties. Guarantor also agrees that the “fair market value” provisions of Section 580a of the California Code of Civil Procedure shall have no applicability with respect to the determination of Guarantor’s commencement or completion liability under this Guaranty. (f) Without limiting the generality of any other waiver or other provision set forth in this Guaranty, Guarantor waives all rights and defenses that Guarantor may have if all or part of the Obligations are secured by real property. This means, among other things: (i) Xxxxx Fargo or its Affiliates may collect from Guarantor without first foreclosing on any real or personal property collateral that may be pledged by Guarantor, Borrower, or any other guarantor. (ii) If Xxxxx Fargo or its Affiliates forecloses on any real property collateral that may be pledged by Guarantor, any Borrower or any other guarantor: (iii) The amount of the Obligations or any obligations of any guarantor in respect thereof may be reduced only by the price for which that collateral is sold at the foreclosure actionsale, either judicially even if the collateral is worth more than the sale price. (iv) Xxxxx Fargo may collect from Guarantor even if Xxxxx Fargo or its Affiliates, by exercise foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from a Borrower or any other Guarantor. This is an unconditional and irrevocable waiver of a power any rights and defenses Guarantor may have if all or part of sale; the Obligations are secured by real property. These rights and defenses are based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (Bg) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS GUARANTY, GUARANTOR HEREBY WAIVES, TO THE MAXIMUM EXTENT SUCH WAIVER IS PERMITTED BY LAW, ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE §§ 2787, 2799, 2808, 2815, 2819, 2820, 2821, 2822, 2838, 2839, 2847, 2848, AND 2855, CALIFORNIA CODE OF CIVIL PROCEDURE §§ 580A, 580B, 580C, 580D, AND 726, AND CHAPTER 2 OF TITLE 14 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR LAWS OF ANY OTHER APPLICABLE JURISDICTION. (h) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS GUARANTY, GUARANTOR WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY XXXXX FARGO OR ITS AFFILIATES, EVEN THOUGH SUCH ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED GUARANTOR’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST ANY BORROWER BY THE OPERATION OF APPLICABLE LAW INCLUDING §580D OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR ANY SIMILAR LAWS OF ANY OTHER APPLICABLE JURISDICTION. (i) Without limiting the generality of any election other waiver or other provision set forth in this Guaranty, Guarantor hereby also agrees to the following waivers: (i) Xxxxx Fargo’s right to enforce this Guaranty is absolute and is not contingent upon the genuineness, validity or enforceability of remedies by Lender which destroys the Obligations or otherwise adversely affects Guarantor’s subrogation rights any of the Loan Documents. Guarantor waives all benefits and defenses it may have under California Civil Code Section 2810 or Guarantorany similar laws in any other applicable jurisdiction and agrees that Xxxxx Fargo’s rights under this Guaranty shall be enforceable even if any Borrower had no liability at the time of execution of the Loan Documents or the Obligations are unenforceable in whole or in part, or a Borrower ceases to proceed be liable with respect to all or any portion of the Obligations. (ii) Guarantor waives all benefits and defenses it may have under California Civil Code Section 2809 or any similar laws in any other applicable jurisdiction with respect to its obligations under this Guaranty and agrees that Xxxxx Fargo’s rights under the Loan Documents will remain enforceable even if the amount secured by the Loan Documents is larger in amount and more burdensome than that for which a Borrower is responsible. The enforceability of this Guaranty against Borrower for reimbursement, including without limitation, Guarantor shall continue until all sums due under the Loan Documents have been paid in full and shall not be limited or affected in any way by any impairment or any diminution or loss of rlghts Guarantor may suffer by reason value of any law limitingsecurity or collateral for Borrowers’ obligations under the Loan Documents, qualifyingfrom whatever cause, the failure of any security interest in any such security or discharging the Indebtedness; (C) collateral or any disability or other defense of Borrowrera Borrower, any other guarantor of Borrowers’ obligations under any other Loan Document, any pledgor of collateral for any person’s obligations to Xxxxx Fargo or any other person in connection with the Loan Documents. (iii) Guarantor waives all benefits and defenses it may have under California Civil Code §§ 2845, 2849 and 2850 or any similar laws of any other guarantorapplicable jurisdiction with respect to its obligations under this Guaranty, including the right to require Xxxxx Fargo to (A) proceed against any Borrower, any guarantor of Borrowers’ obligations under any Loan Document, any other pledgor of collateral for any person’s obligations to Xxxxx Fargo or any other person in connection with the Obligations, (B) proceed against or exhaust any other security or collateral Xxxxx Fargo may hold, or of (C) pursue any other personright or remedy for Guarantor’s benefit, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed that Xxxxx Fargo may exercise its right under this Guaranty without taking any action against any Borrower, any other guarantor of Borrowers’ obligations under the Loan Documents, any pledgor of collateral for any claim of setoffperson’s obligations to Xxxxx Fargo or any other person in connection with the Obligations, counterclaim, counter demand, recoupment and without proceeding against or similar right, whether such claim, demand exhausting any security or right may be asserted by the Borrower, the Guarantor, or bothcollateral Xxxxx Fargo holds.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire that relate in any way to any of the following: (a) any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to guarantor of the Guaranteed Obligations, proceed directly against or exhaust any collateral held by Xxxxxx security received from Borrower, Guarantor or any other guarantor of the Guaranteed Obligations or otherwise marshal the assets of Borrower, Guarantor or any other guarantor of the Guaranteed Obligations, or pursue any other remedy in Lender's power whatsoever; (b) any defense arising as a result of Borrower’s use of the proceeds of any borrowing; (c) any defense that results from the absence, impairment or loss of any right of reimbursement, subrogation, contribution or other right or remedy of Guarantor against Borrower, any other guarantor, guarantor of the Guaranteed Obligations or any other person; security; (Ed) to give notice any setoff or counterclaim of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses defense arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrowrer, of any other guarantorBorrower, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, whatsoever of the Indebtedness; liability of Borrower (Dincluding the lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (e) any right to defense based on any claim discharge that Guarantor's obligations exceed or are more burdensome than those of Borrower; and upon any law, rule or regulation which provides that the obligation of a surety must not be greater or more burdensome than the obligation of the Indebtedness on principal; (f) the basis benefit of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitationslimitations affecting Guarantor's liability hereunder; (g) any appraisement, if at any time any action valuation, stay, extension, moratorium, redemption or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness similar law or similar rights for marshalling; (h) until all obligations of Borrower to Lender which is not barred by have terminated and all of the Guaranteed Obligations have been fully, finally and indefeasibly paid, any applicable statute of limitations; or right to revoke this Guaranty; (Fi) any defenses given to guarantors at law or in equity other than actual payment and performance defense arising from an election for the application of Section 1111(b)(2) of the Indebtedness. If payment is made by XxxxxxxxBankruptcy Code (Title 11, whether voluntarily United States Code) or any successor statute which applies to the Guaranteed Obligations; (j) any defense based upon any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code (Title 11, United States Code) or any successor statute; (k) any taking, exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; (l) any change, restructuring or termination of the corporate structure or existence of any Loan Party; (m) any failure on the part of Lender to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or by prospects of any third party, other Loan Party now or hereafter known to Lender (Guarantor is waiving any duty on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose part of the enforcement Lender to disclose such information); or (n) the failure of any other Person to execute or deliver this Guaranty. Guarantor further waives and agrees not to assert Guaranty or claim at any time other guaranty or agreement or the release or reduction of liability of any deductions other guarantor or surety with respect to the amount guaranteed under this Guaranteed Obligations. Tahoe Stateline Venture, LLC Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.80241.00434\9465920.1

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth aboveherein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or of Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. 7.1 Except as prohibited by applicable law, each Guarantor waives any right to require Lender the Lenders (A a) to continue lending money or to extend other credit to Borrowerthe Borrower or any other Loan Party; (Bb) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness Obligations or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrowerthe Borrower or any other Loan Party, any Lender, any surety, endorser, or other guarantor in connection with the indebtedness Obligations or in connection with the creation of new or additional loans or obligations; (Cc) to resort for payment or to proceed directly or at once against any personPerson, including Borrower the Borrower, any other Loan Party, or any other guarantorGuarantor; (Dd) to proceed directly against or exhaust any collateral held by Xxxxxx the Lenders from the Borrower, any other guarantorLoan Party, any other Guarantor, or any other personPerson; (Ee) to give notice of the terms, time, and place of any public or private sale of personal property security from the Borrower or any other Loan Party held by Xxxxxx from Borrower the Lenders or to comply with any other applicable provisions of the Uniform Commercial Code; (Ff) to pursue any other remedy within any Lender’s 's power; or (Gg) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if . 7.2 If now or hereafter (a) the Borrower is or any other Loan Party shall be or become insolvent insolvent, and (b) the Indebtedness Obligations shall not at all times until paid be fully secured by collateral Collateral pledged by Xxxxxxxxthe Borrower or any other Loan Party, each Guarantor hereby forever waives and gives up relinquishes in favor of Xxxxxx each Lender and XxxxxxxxBorrower, or such other Loan Party, and Xxxxxx’s and Xxxxxxxx’s their respective successors, any claim or right to payment the Guarantor may now have or hereafter have or acquire against Borrowerthe Borrower or such other Loan Party, by subrogation or otherwise, so that at no time shall the Guarantor be or become a “"creditor” " of Borrower the Borrower, or such other Loan Party, within the meaning of 11 U.S.C. section Section 547(b), or any successor provision of the Federal bankruptcy laws. . 7.3 Each Guarantor also waives any and all rights or defenses arising by reason of (Aa) any “"one action” " or “"anti-deficiency” " law or any other law which may prevent Lender the Lenders from bringing any action, including a claim for deficiency, against a Guarantor, before or after any Lender’s 's commencement or completion of any foreclosure action, either the judicially or by exercise of a power of sale; (Bb) any election of remedies by any Lender which destroys or otherwise adversely affects a Guarantor’s 's subrogation rights or a Guarantor’s 's rights to proceed against Borrower the Borrower, or any other Loan Party, for reimbursement, including without limitation, any loss of rlghts rights the Guarantor may suffer by reason of any law limiting, qualifying, or discharging the IndebtednessObligations; (Cc) any disability or other defense of Borrowrerthe Borrower, of any other guarantorLoan Party, of any other Guarantor of the Obligations, or of any other personPerson, or by reason of the cessation of the Borrower’s 's or any other Loan Party's liability from any cause whatsoever, other than payment in full in legal tender, of the IndebtednessObligations; (Dd) any right to claim discharge of the Indebtedness Obligations on the basis of unjustified impairment of any collateral for the IndebtednessObligations; (Ee) any lack of notice to which the Guarantor might otherwise be entitled; (f) the inaccuracy of any representation or warranty by the Borrower or any other Loan Party contained in any Loan Document; (g) any assertion or claim that the automatic stay provided by 11 U.S.C. 362 (arising on the voluntary or involuntary bankruptcy proceeding of the Borrower or any other Loan Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of the Agent to enforce any rights, whether now existing or hereafter acquired, which the Agent may have against the Borrower or any other Loan Party; (h) any statute of limitations, if at any time any action or suit brought by any Lender against a Guarantor is commenced, there is are outstanding Indebtedness Obligations of the Borrower or any other Loan Party to any Lender which is are not barred by any applicable statute of limitations; or (Fi) any defenses given to guarantors any Guarantor at law or in equity other than actual payment and performance of the IndebtednessObligations. If payment is made by Xxxxxxxxthe Borrower or any other Loan Party, whether voluntarily or otherwise, or by any third party, on the Indebtedness Obligations and thereafter Xxxxxx is the Lenders are forced to remit the amount of that payment to Xxxxxxxx’s the Borrower's or such other Loan Party's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness Obligations shall be considered unpaid for the purpose of the enforcement of this Guaranty. 7.4 Guarantors warrant and agree that each of the waivers set forth above is made with the Guarantors' full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. Guarantor further waives and agrees not If any such waiver is determined to assert be contrary to any applicable law or claim at any time any deductions public policy, such waiver shall be effective only to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment extent permitted by law or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothpublic policy.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives In the event that the SELLER fails to perform any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateralGuaranteed Obligations, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once BUYER may enforce its rights under this Guaranty against any person, including Borrower and all Guarantor(s) without first seeking to obtain performance from SELLER or any other guarantorGuarantor(s). BUYER is not required to notify Guarantor(s) of any of the following events and Guarantor(s) will not be released from its obligations under this Guaranty if it is not notified of: (i) SELLER’s default, or failure to perform any obligations under the Agreement; (Dii) BUYER’s acceptance of the Agreement or this Guaranty; and (iii) any renewal, extension or other modification of the Agreement or Seller’s other obligations to proceed directly BUYER. In addition, BUYER may take any of the following actions without releasing Guarantor(s) from any of its obligations under this Guaranty: (i) renew, extend or otherwise modify the Agreement or SELLER’s other obligations to BUYER; and (ii) release SELLER from its obligations to BUYER. Until SELLER’s obligations to BUYER under the Agreement are satisfied in full, Guarantor(s) shall not seek reimbursement from SELLER or any other Guarantor(s) for any amounts paid by it under this Guaranty. Guarantor(s) permanently waives and shall not seek to exercise any of the following rights that it may have against or exhaust any collateral held by Xxxxxx from Borrowerthe SELLER, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(bGuarantor(s), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising collateral provided by reason of (A) any “one action” or “anti-deficiency” law SELLER or any other law which may prevent Lender from bringing Guarantor(s), for any actionamounts paid by it, including a claim for deficiencyor acts performed by it, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of saleunder this agreement: (i) subrogation; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtednessii)reimbursement; (C) any disability or other defense of Borrowrer, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtednessiii)performance; (Div) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationsindemnification; or (Fv) contribution. In the event that BUYER must return any defenses given amount paid by or on behalf of SELLER or any other Guarantor(s) including but not limited to, a proceeding filed under the United States Bankruptcy Code or any similar law, Guarantor(s)’s obligations under this agreement shall include any such amounts. Acknowledgment of Purchase. Guarantor(s) acknowledges and agrees that the Purchase Price paid by BUYER to guarantors at law or SELLER in equity other than actual payment and performance exchange for the Purchased Amount of Receipts is a purchase of the IndebtednessPurchased Amount of Receipts and is not intended to be treated as a loan or financial accommodation from BUYER to SELLER. If payment Guarantor(s) specifically acknowledges that BUYER is made by Xxxxxxxxnot a lender, whether voluntarily bank or otherwisecredit card processor, or by and that BUYER has not offered any third party, on loans to SELLER. Guarantor(s) acknowledges the Indebtedness Receipts Purchase Price paid to SELLER is good and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law valuable consideration for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose sale of the enforcement Purchased Amount of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothReceipts.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, The Guarantor waives any right to ------------------- require the Lender to (Aand it shall not be necessary for the Lender, in order to enforce such payment by the Guarantor to first) (a) proceed against the Borrower or any other Person liable on the Liabilities, (b) proceed against or exhaust any security given to continue lending money or to extend secure the Liabilities, (c) have the Borrower joined with the Guarantor in any suit arising out of this Guaranty Agreement and/or any of the Liabilities, (d) enforce its rights against any other credit to Borrower; (B) to make any presentment, protest, demandguarantor of the Liabilities, or notice (e) pursue or exhaust any other right in the Lender's power whatsoever. The Lender shall not be required to mitigate damages or take any action to reduce, collect, or enforce the Liabilities. The Guarantor waives any defense arising by reason of any kinddisability, including notice lack of any nonpayment of the Indebtedness authority or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorserpower, or other defense of the Borrower or any other guarantor in connection with of any of the indebtedness Liabilities, and shall remain liable hereon regardless of whether the Borrower or in connection with any other guarantor is found not liable thereon for any reason including, without limitation, disability, bankruptcy, insolvency, reorganization, dissolution, or operation of law, even though rendering the creation of new Liabilities void or additional loans unenforceable or obligations; (C) to resort for payment or to proceed directly or at once uncollectible as against any person, including the Borrower or any other guarantor; . Prior to the payment in full of the Liabilities, (Dx) the Guarantor shall have no right of subrogation, and waives any right to proceed directly enforce any remedy which the Lender now has or may hereafter have against or exhaust any collateral held by Xxxxxx from the Borrower, and waives any other guarantor, or any other person; (E) to give notice of the terms, time, and place benefit of any public or private sale of personal property right to participate in any security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and held by the Indebtedness shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxLender, (y) the Guarantor hereby forever waives and gives up in favor any obligation of Xxxxxx and Xxxxxxxxthe Borrower to pay, reimburse, or otherwise compensate the Guarantor for any payments the Guarantor may have to make to the Lender pursuant to this Guaranty Agreement, and Xxxxxx’s and Xxxxxxxx’s respective successors(z) in addition, the Guarantor hereby waives any right or claim it now has or right to payment may hereafter have against the Borrower in connection with any payments which the Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrowrer, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions make to the amount guaranteed under Lender pursuant to this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothAgreement.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth aboveherein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxBorrower, Guarantor hereby forever waives and gives up in favor of Xxxxxx Lender and XxxxxxxxBorrower, and Xxxxxx’s Lender's and Xxxxxxxx’s Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “"creditor” " of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor waives all rights of Guarantor under Chapter 34 of the Texas Business and Commerce Code. Guarantor also waives any and all rights or defenses arising by reason of (A) any “"one action” " or “"anti---deficiency” " law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s 's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness indebtedness and thereafter Xxxxxx Lender is forced to remit the amount of that payment to Xxxxxxxx’s Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Each Guarantor waives and agrees not to assert: (a) any right to require Lender (A) CompuDyne to continue lending money proceed against Purchaser, to pursue any other remedy available to CompuDyne, or to extend other credit to Borrowerpursue any remedy in any particular order or manner; (Bb) the benefit of any statute of limitations affecting such Guarantor's liability hereunder or the enforcement thereof, to make any presentmentthe extent such statute of limitations is shorter than the statute of limitations that would apply to the underlying claim if asserted against Purchaser; (c) demand, diligence, presentment for payment, protest and demand, and notice of extension, dishonor, protest, demand, or nonpayment, and acceptance of this Guaranty; (d) notice of any kindthe existence, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateralcreation, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation incurring of new or additional loans or obligationsObligations; (Ce) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place benefits of any public or private sale statutory provision limiting the liability of personal property security held by Xxxxxx from Borrower or to comply with a surety; and (f) any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses defense arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrowrer, of any other guarantor, or of any other personPurchaser, or by reason of the cessation of Borrower’s liability from any cause whatsoever, whatsoever (other than payment in full in legal tender, full) of the Indebtedness; (D) liability of Purchaser for the Obligations. Each Guarantor shall have no right of subrogation and hereby waives any right to claim discharge of the Indebtedness on the basis of unjustified impairment of enforce any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender remedy which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwiseCompuDyne now has, or may hereafter have, against Purchaser and waives any benefit of, and any right to participate in, any security now or hereafter held by any third partyCompuDyne. In addition, on Guarantors shall pay to CompuDyne, upon demand, all losses, reasonable costs and expenses, including, without limitation, attorney fees and court costs, incurred by CompuDyne in attempting to satisfy the Indebtedness and thereafter Xxxxxx is forced to remit Obligations or the amount liability of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person each Guarantor under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s power; or (GF) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this its Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) } to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) } to pursue any other remedy within Lender’s power; or (GF) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx Lender is forced to remit the amount of that payment to XxxxxxxxBorrower’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction non-action on the part of the Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth aboveherein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxBorrower, Guarantor hereby forever waives and gives up in favor of Xxxxxx Lender and XxxxxxxxBorrower, and Xxxxxx’s Lender's and Xxxxxxxx’s Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “"creditor” " of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “"one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s 's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of or any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx Lender is forced to remit the amount of that payment to Xxxxxxxx’s Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or of law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. In addition to the waivers set forth above, Guarantor expressly waives, to the extent permitted by Arizona law, all of Guarantor's rights under sections 12-1641, 12-1642, 12-1643, 12-1644, 44-142, and 47-3606 if the Arizona Revised Statutes, and Rule 17f of the Arizona Revised Statutes Rules of Civil Procedure. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth aboveherein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxBorrower, Guarantor hereby forever waives and gives up in favor of Xxxxxx Lender and XxxxxxxxBorrower, and Xxxxxx’s Lender's and Xxxxxxxx’s Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “"creditor” " of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor waives all rights of Guarantor under Chapter 34 of the Texas Business and Commerce Code. Guarantor also waives any and all rights or defenses arising by reason of (A) any “"one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s 's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx Lender is forced to remit the amount of that payment to Xxxxxxxx’s Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the COMMERCIAL GUARANTY (CONTINUED) PAGE 3 ================================================================================ extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would bx xrohixxxxx by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty:

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender Creditor (Aa) to continue lending money any lease, make advances, or to extend other credit or financial accommodations to BorrowerDebtor; (Bb) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment or failure of performance of the Indebtedness Obligations or of any nonpayment or failure of performance related to any collateral, or notice of any action or nonaction inaction on the part of BorrowerDebtor, LenderCreditor, any surety, endorser, or other guarantor in connection with the indebtedness Obligations or in connection with the creation of new changes or additional loans or obligationsadvances; (Cc) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Creditor from BorrowerDebtor, any other guarantor, or any other person; (Ee) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx Creditor from Borrower Debtor or to strictly comply with any other applicable provisions of the Uniform Commercial Code, Guarantor agreeing that good faith substantial compliance shall be sufficient; or (Ff) to pursue any other remedy within LenderCreditor’s power; . 9.1. If now or (G) later Debtor shall be or become insolvent subject to commit any act insolvency or omission bankruptcy proceeding, Guarantor now and forever waives and relinquishes in favor of any kindCreditor and Debtor, and their respective successors, unless and until all the Obligations have been satisfied, and the Creditor has released, transferred, or at disposed of all of its rights, title, and interest in any time, collateral or security or guaranty or other rights (other than with respect to any matter whatsoever. In addition the assignment or transfer of the Obligations to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up a successor in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s respective successorsinterest), any claim or right to payment which Guarantor may now have or hereafter later have or acquire against BorrowerDebtor by subrogation, by subrogation indemnification, or reimbursement of any kind, or otherwise, so that at no time shall Guarantor be or become a “creditor” of Borrower Debtor within the meaning of 11 U.S.C. section U .S.C. Section 547(b), or any successor provision of the Federal bankruptcy lawsUnited States Bankruptcy Code. 9.2. The Guarantor also waives further agrees that, to the extent the waiver of its rights of subrogation and similar rights (such as indemnification or reimbursement) is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation or similar rights the Guarantor may have against the Debtor or against any collateral or security shall be junior and subordinate to any right the Creditor may have against the Debtor and to all rights right, title, and interest the Creditor may have in any collateral or defenses arising by reason of (A) any “one action” security . The Creditor may use, sell, or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion dispose of any foreclosure actionitem of collateral or security as it sees fit without regard to any subrogation or similar right the Guarantor may have, either judicially and upon disposition or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss right of rlghts subrogation or similar right the Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrowrer, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right have with respect to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtednesssuch item shall terminate. 9.3. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. 9.4. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment recoupment, or similar right, whether such claim, demand demand, or right may be asserted by the BorrowerDebtor, the Guarantor, or bothboth . Separate claims by Guarantor which do not in any way affect or reduce or delay any payments or performance due under this Guaranty are not prohibited.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (Aa) to continue lending extending money or to extend other credit to Borrower; (Bb) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness Indebtedness or in connection with the creation of new or additional loans or obligations; (Cc) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (Dd) to proceed directly against or exhaust any collateral held by Xxxxxx from Borrower, any other guarantor, or any other person; (Ee) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (Ff) to pursue any other remedy within Lender’s 's power; or (Gg) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if If now or hereafter (a) Borrower is shall be or shall become insolvent insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up relinquishes in favor of Xxxxxx and Xxxxxxxx, and Xxxxxx’s and Xxxxxxxx’s their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “"creditor” " of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (Aa) any “"one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s 's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (Bb) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (Cc) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (Dd) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (Ee) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (Ff) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, Borrower whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to Xxxxxxxx’s 's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Xxxxxx Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Xxxxxx Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within with Lender’s 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness indebtedness shall not at all times until paid be fully secured by collateral pledged by XxxxxxxxBorrower, Guarantor hereby forever waives and gives up in favor of Xxxxxx Lender and XxxxxxxxBorrower, and Xxxxxx’s Lender's and Xxxxxxxx’s Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a “"creditor” " of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (A) any “"one action” " or “"anti-deficiency” " law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s 's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights or Guarantor’s 's rights to proceed against Borrower for reimbursement, including without limitationimitation, any loss of rlghts rights Guarantor may suffer by reason of any law limiting, limiting qualifying, or discharging the Indebtednessindebtedness; (C) any disability or other defense of BorrowrerBorrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtednessindebtedness; (D) any right to claim discharge of the Indebtedness indebtedness on the basis of unjustified impairment of any collateral for the Indebtednessindebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses defense given to guarantors at law or in equity other than actual payment and performance of the Indebtednessindebtedness; or (G) by any failure, neglect, or omission by Lender to perfect in any manner the collection of the indebtedness or the security given therefor, including the failure or omission to seek a deficiency judgment against Borrower. If payment is made by XxxxxxxxBorrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness indebtedness and thereafter Xxxxxx Lender is forced to remit the amount of that payment to Xxxxxxxx’s Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.