Common use of Guaranty Independent; Waivers Clause in Contracts

Guaranty Independent; Waivers. (a) The Guarantor agrees that: (i) The Obligations hereunder are independent of and in addition to the undertakings of the Borrower pursuant to the Loan Agreements, any evidence of indebtedness issued in connection therewith, any deed of trust or security agreement given to secure the same, any other guaranties given in connection with the Loan and any other obligations of the Guarantor to the Lender, (ii) A separate action may be brought to enforce the provisions hereof whether the Borrower is a party in any such action or not, (iii) The Lender may at any time, or from time to time to the extent that such is permited by the terms of the Loan, in its sole discretion (A) extend or change the time of payment and/or performance and/or the manner, place or terms of payment and/or performance of all or any of the Obligations; (B) exchange, release and/or surrender all or any of the collateral security, or any part thereof, by whomsoever deposited, which is now or may hereafter be held by the Lender in connection with all or any of the Obligations; (C) sell and/or purchase all or any such collateral at public or private sale, or at any broker’s board, in the manner permitted by law and after giving any notice which may be required, and after deducting all costs and expenses of every kind for collection, sale or delivery, the net proceeds of any such sale may be applied by the Lender upon all or any of the Obligations; and (D) settle or compromise with the Borrower, and/or any other person liable thereon, any and all of the Obligations, and/or subordinate the payment of same, or any part thereof, to the payment of any other debts or claims, which may at any time be due or owing to the Lender and/or any other person or corporation, and (iv) The Lender shall be under no obligation to marshal any assets in favor of the Guarantor or in payment of any or all of the Obligations. (b) The Guarantor hereby waives: (i) Presentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice with respect to any of the Obligations and this Guaranty, and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon the Guarantor; (ii) any right to require the Lender to (A) proceed against the Borrower, (B) proceed against or exhaust any security held from the Borrower, or (C) pursue any remedy in the Lender’s power whatsoever; (iii) any defense arising by reason of any disability or other defense of the Borrower or by reason of the cessation from any cause whatsoever of the liability of the Borrower other than full payment of the Obligations; (iv) any defense it may acquire by reason of the Lender’s election of any remedy against it or the Borrower or both, including, without limitation, election by the Lender to exercise its rights under the power of sale provisions set forth in the Loan Agreements; Without limitation on the generality of the foregoing, if applicable, Guarantor waives (i) all rights and defenses arising out of an election of remedies by the Lendor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the guarantor’s rights of subrogation and reimbursement against the principal by the operation of law or otherwise, and (ii) all rights and defenses that the Guarantor may have because Bxxxxxxx’s debt to Lxxxxx is secured by real property. This means, among other things: (a) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledges by Borrower; and (b) if Lender forecloses on any real property collateral pledged by Borrower, the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses that Guarantor may have because Bxxxxxxx’s debt is secured by real property.

Guaranty Independent; Waivers. (a) The Guarantor agrees that: that (i) The Obligations the obligations hereunder are independent of and in addition to the undertakings of the Borrower pursuant to the Loan AgreementsDocuments, any evidence of indebtedness issued in connection therewith, any deed of trust mortgage or security agreement given to secure the same, any other guaranties given in connection with the Loan and any other obligations of the Guarantor to the Lender, , (ii) A a separate action may be brought to enforce the provisions hereof whether the any Borrower is a party in any such action or not, , (iii) The Lender may at any time, or from time to time to the extent that such is permited by the terms of the Loantime, in its sole discretion (A) extend or change the time of payment and/or performance and/or the manner, place or terms of payment and/or performance of all or any of the ObligationsGuaranteed Liabilities; (B) exchange, release and/or surrender all or any of the collateral security, or any part thereof, by whomsoever deposited, which is now or may hereafter be held by the Lender in connection with all or any of the ObligationsGuaranteed Liabilities; (C) sell and/or purchase all or any such collateral at public or private sale, or at any broker’s board, in the manner permitted by law and after giving any notice which may be required, and after deducting all actual out of pocket costs and expenses of every kind for collection, sale or delivery, the net proceeds of any such sale may be applied by the Lender upon all or any of the ObligationsGuaranteed Liabilities to the extent of such Guaranteed Liabilities; and (D) settle or compromise with the Borrower, and/or any other person liable thereon, any and all of the ObligationsGuaranteed Liabilities, and/or subordinate the payment of same, or any part thereof, to the payment of any other debts or claims, which may at any time be due or owing to the Lender and/or any other person or corporation, and and (iv) The Lender shall be under no obligation to marshal any assets in favor of the Guarantor or in payment of any or all of the ObligationsGuaranteed Liabilities. (b) The This Guaranty is an absolute, present and continuing guaranty of payment and performance and not of collectability and is in no way conditional or contingent upon any attempt to collect from Borrower any unpaid amounts due or otherwise to enforce performance by Borrower. Guarantor hereby waives: waives (i) Presentmentpresentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice with respect to any of the Obligations Guaranteed Liabilities and this Guaranty, and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon the Guarantor; , (ii) any right to require the Lender to (A) proceed against the Borrower, (B) proceed against or exhaust any security held from the Borrower, or (C) pursue any remedy in the Lender’s power whatsoever; , and in connection therewith Guarantor hereby waives, to the fullest extent not prohibited by law, all rights and benefits under any law that provides that a guarantor may require the creditor to proceed against the principal or to pursue any other remedy available to the creditor and, if the creditor neglects to do so, the guarantor is exonerated to the extent to which the guarantor is prejudiced thereby, any law that provides that whenever a guarantor provides security for the principal’s obligation in addition to security provided by the principal for such obligation, the guarantor may require the creditor to proceed against the security provided by the principal before proceeding against any security provided by the guarantor, and any law that requires, under certain circumstances, a creditor to resort to its security in a particular order; (iii) any defense arising by reason of any disability or other defense of the Borrower or by reason of the cessation from any cause whatsoever of the liability of the Borrower other than full and indefeasible payment of the Obligations; Guaranteed Liabilities and in connection therewith Guarantor hereby waives, to the fullest extent permitted by law, all rights and benefits under any law that provides that a guarantor is not liable under its guaranty if the principal is not liable on the underlying obligation for any reason, including, without limitation, a defense available to the principal at the time the obligation was entered into and the cessation of liability of the principal at any time after the contract is executed; (iv) any defense it may acquire by reason of the Lender’s election of any remedy against it or the Borrower or both; (v) to the fullest extent permitted by law, includingall rights and benefits under any law purporting to reduce a guarantor’s obligations in proportion to the principal obligation; (vi) to the fullest extent not prohibited by law, without limitation(A) any defense arising as a result of Lender’s election, election by the Lender to exercise its rights in any proceeding instituted under the power Bankruptcy Code, of sale provisions set forth in the Loan Agreements; Without limitation application of Section 1111(b)(2) of the Bankruptcy Code, (B) any defense based on any borrowing or grant or a security interest under Section 364 of the Bankruptcy Code, and (C) without limiting the generality of the foregoingforegoing or any other provision hereof, if applicable, Guarantor waives (i) all rights and defenses arising out benefits which might otherwise be available to the undersigned under any law that provides that a guarantor is exonerated if the creditor alters the underlying obligation of an election the principal in any respect without the consent of remedies the guarantor, any law that provides that the performance by the Lendor, even though that election guarantor of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed the underlying obligation, has destroyed or an offer of such performance exonerates a guarantor, and any law that entitles a guarantor to the guarantor’s rights benefit of subrogation and reimbursement against all security held by the creditor for the performance by the principal of its obligations to the creditor; (vii) to the fullest extent permitted by law, the operation benefit of law any statute of limitations affecting the liability of Guarantor hereunder or otherwise, and (ii) all rights and defenses that the Guarantor may have because Bxxxxxxx’s debt to Lxxxxx is secured by real property. This means, among other things: (a) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledges by Borrowerenforcement thereof; and (bix) if Lender forecloses on to the fullest event permitted by law, any real property collateral pledged by Borrower, the amount of the debt may be reduced only by the price for and all rights or defenses to which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may otherwise have been entitled under any suretyship law in effect from time to collect from Borrowertime. This is an unconditional and irrevocable waiver of any rights and defenses that Guarantor may have because Bxxxxxxx’s debt is secured by real propertyGUARANTOR HEREBY ACKNOWLEDGES THAT IT HAS BEEN NOTIFIED OF THE NATURE OF ALL OF ITS RIGHTS AND DEFENSES AS A GUARANTOR AND HAS KNOWINGLY AND WITH THE ADVICE OF LEGAL COUNSEL WAIVED SUCH RIGHTS AND DEFENSES AS SET FORTH HEREIN. EACH OF THE WAIVERS CONTAINED HEREIN WERE SEPARATELY BARGAINED FOR.

Guaranty Independent; Waivers. (a) The Guarantor agrees that: (i) The Obligations hereunder the obligations under this Guaranty are joint and several and are independent of and in addition to the undertakings of the Borrower Borrowers pursuant to the Loan AgreementsDocuments, any evidence of indebtedness issued in connection therewithwith the Loan, any deed of trust or security agreement given to secure the sameLoan, any other guaranties guarantees given in connection with the Loan Loan, and any other obligations of the Guarantor to the Lender,; (ii) A a separate action may be brought to enforce the provisions hereof of this Guaranty whether the Borrower is either or both Borrowers are a party in any such action or not,; (iii) The Lender may at any time, or from time to time to the extent that such is permited by the terms of the Loantime, in its sole discretion discretion: (A) extend or change the time of payment and/or or performance and/or or the manner, place place, or terms of payment and/or or performance of all or any of the Obligations; ; (B) exchange, release and/or release, or surrender all or any of the collateral security, or any part thereofof it, by whomsoever whomever deposited, which is now or may hereafter later be held by the Lender in connection with all or any of the Obligations; ; (C) sell and/or or purchase all or any such of the collateral at public or private sale, or at any broker’s 's board, in the manner permitted by law and after giving any notice which may be requiredlaw, and after deducting all costs and expenses of every kind for collection, sale sale, or delivery, the net proceeds of any such sale may be applied by the Lender upon all or on any of the Obligations; and and (D) settle or compromise with the BorrowerBorrowers, and/or or any other person liable thereonliable, any and all of the Obligations, and/or or subordinate the payment of sameit, or any part thereofof it, to the payment of any other debts or claims, which that may at any time be due or owing to the Lender and/or or any other person or corporation, ; and (iv) The Lender shall will be under no obligation to marshal any assets in favor of the Guarantor or in payment of any or all of the Obligations. (b) The Guarantor hereby waives: (i) Presentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice with respect to any of the Obligations and this Guaranty, and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon the Guarantor; (ii) any right to require the Lender to (A) proceed against the Borrower, (B) proceed against or exhaust any security held from the Borrower, or (C) pursue any remedy in the Lender’s power whatsoever; (iii) any defense arising by reason of any disability or other defense of the Borrower or by reason of the cessation from any cause whatsoever of the liability of the Borrower other than full payment of the Obligations; (iv) any defense it may acquire by reason of the Lender’s election of any remedy against it or the Borrower or both, including, without limitation, election by the Lender to exercise its rights under the power of sale provisions set forth in the Loan Agreements; Without limitation on the generality of the foregoing, if applicable, Guarantor waives (i) all rights and defenses arising out of an election of remedies by the Lendor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the guarantor’s rights of subrogation and reimbursement against the principal by the operation of law or otherwise, and (ii) all rights and defenses that the Guarantor may have because Bxxxxxxx’s debt to Lxxxxx is secured by real property. This means, among other things: (a) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledges by Borrower; and (b) if Lender forecloses on any real property collateral pledged by Borrower, the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses that Guarantor may have because Bxxxxxxx’s debt is secured by real property.

Guaranty Independent; Waivers. (a) The Guarantor agrees that: (i) The Obligations hereunder are independent of and in addition to the undertakings of the Borrower pursuant to the Loan Agreements, any evidence of indebtedness issued in connection therewith, any deed of trust or security agreement given to secure the same, any other guaranties given in connection with the Loan and any other obligations of the Guarantor to the Lender, (ii) A separate action may be brought to enforce the provisions hereof whether the Borrower is a party in any such action or not, (iii) The Lender may at any time, or from time to time to the extent that such is permited permitted by the terms of the Loan, in its sole discretion (A) extend or change the time of payment and/or performance and/or the manner, place or terms of payment and/or performance of all or any of the Obligations; (B) exchange, release and/or surrender all or any of the collateral security, or any part thereof, by whomsoever deposited, which is now or may hereafter be held by the Lender in connection with all or any of the Obligations; (C) sell and/or purchase all or any such collateral at public or private sale, or at any broker’s board, in the manner permitted by law and after giving any notice which may be required, and after deducting all costs and expenses of every kind for collection, sale or delivery, the net proceeds of any such sale may be applied by the Lender upon all or any of the Obligations; and (D) settle or compromise with the Borrower, and/or any other person liable thereon, any and all of the Obligations, and/or subordinate the payment of same, or any part thereof, to the payment of any other debts or claims, which may at any time be due or owing to the Lender and/or any other person or corporation, and (iv) The Lender shall be under no obligation to marshal any assets in favor of the Guarantor or in payment of any or all of the Obligations. (b) The Guarantor hereby waives: (i) Presentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice with respect to any of the Obligations and this Guaranty, and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon the Guarantor; (ii) any right to require the Lender to (A) proceed against the Borrower, (B) proceed against or exhaust any security held from the Borrower, or (C) pursue any remedy in the Lender’s power whatsoever; (iii) any defense arising by reason of any disability or other defense of the Borrower or by reason of the cessation from any cause whatsoever of the liability of the Borrower other than full payment of the Obligations; (iv) any defense it may acquire by reason of the Lender’s election of any remedy against it or the Borrower or both, including, without limitation, election by the Lender to exercise its rights under the power of sale provisions set forth in the Loan Agreements; Without limitation on the generality of the foregoing, if applicable, Guarantor waives (i) all rights and defenses arising out of an election of remedies by the LendorLender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the guarantor’s rights of subrogation and reimbursement against the principal by the operation of law or otherwise, and (ii) all rights and defenses that the Guarantor may have because Bxxxxxxx’s debt to Lxxxxx is secured by real property. This means, among other things: (a) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledges by Borrower; and (b) if Lender forecloses on any real property collateral pledged by Borrower, the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses that Guarantor may have because Bxxxxxxx’s debt is secured by real property.

Guaranty Independent; Waivers. (a) The Guarantor agrees that: (i) The Obligations hereunder are independent of and in addition to the undertakings of the Borrower pursuant to the Loan Agreements, any evidence of indebtedness issued in connection therewith, any deed of trust or security agreement given to secure the same, any other guaranties given in connection with the Loan and any other obligations of the Guarantor to the Lender, (ii) A separate action may be brought to enforce the provisions hereof whether the Borrower is a party in any such action or not, (iii) The Lender may at any time, or from time to time to the extent that such is permited by the terms of the Loan, in its sole discretion (A) extend or change the time of payment and/or performance and/or the manner, place or terms of payment and/or performance of all or any of the Obligations; (B) exchange, release and/or surrender all or any of the collateral security, or any part thereof, by whomsoever deposited, which is now or may hereafter be held by the Lender in connection with all or any of the Obligations; (C) sell and/or purchase all or any such collateral at public or private sale, or at any broker’s 's board, in the manner permitted by law and after giving any notice which may be required, and after deducting all costs and expenses of every kind for collection, sale or delivery, the net proceeds of any such sale may be applied by the Lender upon all or any of the Obligations; and (D) settle or compromise with the Borrower, and/or any other person liable thereon, any and all of the Obligations, and/or subordinate the payment of same, or any part thereof, to the payment of any other debts or claims, which may at any time be due or owing to the Lender and/or any other person or corporation, and (iv) The Lender shall be under no obligation to marshal any assets in favor of the Guarantor or in payment of any or all of the Obligations. (b) The Guarantor hereby waives: (i) Presentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice with respect to any of the Obligations and this Guaranty, and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon the Guarantor; (ii) any right to require the Lender to (A) proceed against the Borrower, (B) proceed against or exhaust any security held from the Borrower, or (C) pursue any remedy in the Lender’s 's power whatsoever; (iii) any defense arising by reason of any disability or other defense of the Borrower or by reason of the cessation from any cause whatsoever of the liability of the Borrower other than full payment of the Obligations; (iv) any defense it may acquire by reason of the Lender’s 's election of any remedy against it or the Borrower or both, including, without limitation, election by the Lender to exercise its rights under the power of sale provisions set forth in the Loan Agreements; Without limitation on the generality of the foregoing, if applicable, Guarantor waives (i) all rights and defenses arising out of an election of remedies by the Lendor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the guarantor’s 's rights of subrogation and reimbursement against the principal by the operation of law or otherwise, and (ii) all rights and defenses that the Guarantor may have because Bxxxxxxx’s Borrower's debt to Lxxxxx Lender is secured by real property. This means, among other things: (a) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledges by Borrower; and (b) if Lender forecloses on any real property collateral pledged by Borrower, the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses that Guarantor may have because Bxxxxxxx’s Borrower's debt is secured by real property.

Guaranty Independent; Waivers. (a) The a. Guarantor agrees that: (i) The Obligations hereunder i. the obligations under this Guaranty are joint and several and are independent of and in addition to the undertakings of the Borrower PMH pursuant to the Loan AgreementsDebt Documents, any evidence of indebtedness issued in connection therewithwith the Debt, any deed of trust or security agreement given to secure the sameObligations, any other guaranties given in connection with the Loan Obligations, and any other obligations of the Guarantor to the Lender,PMG; (ii) A . a separate action may be brought to enforce the provisions hereof of this Guaranty whether the Borrower PMH is a party in any such action or not,; (iii) The Lender . PMG may at any time, or from time to time to the extent that such is permited by the terms of the Loantime, in its sole discretion discretion: (A1) extend or change the time of payment and/or or performance and/or or the manner, place place, or terms of payment and/or or performance of all or any of the Obligations; ; (B2) subject to the terms of the Collateral Substitution Agreement, exchange, release and/or release, or surrender all or any of the collateral security, or any part thereofof it, by whomsoever whomever deposited, which is now or may hereafter later be held by the Lender PMG in connection with all or any of the Obligations; ; (C3) sell and/or or purchase all or any such of the collateral at public or private sale, or at any broker’s board, in the manner permitted by law and after giving any notice which may be requiredlaw, and after deducting all costs and expenses of every kind for collection, sale sale, or delivery, the net proceeds of any such sale may be applied by the Lender upon all or PMG on any of the Obligations; and and (D4) settle or compromise with the Borrower, and/or any other person liable thereon, any and all of the Obligations, and/or or subordinate the payment of same, or any part thereof, of the Obligations to the payment of any other debts or claims, which that may at any time be due or owing to the Lender and/or PMG or any other person or corporation, ; and (iv5) The Lender shall PMG will be under no obligation to marshal any assets in favor of the Guarantor or in payment of any or all of the Obligations. (b) The Guarantor hereby waives: (i) Presentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice with respect to any of the Obligations and this Guaranty, and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon the Guarantor; (ii) any right to require the Lender to (A) proceed against the Borrower, (B) proceed against or exhaust any security held from the Borrower, or (C) pursue any remedy in the Lender’s power whatsoever; (iii) any defense arising by reason of any disability or other defense of the Borrower or by reason of the cessation from any cause whatsoever of the liability of the Borrower other than full payment of the Obligations; (iv) any defense it may acquire by reason of the Lender’s election of any remedy against it or the Borrower or both, including, without limitation, election by the Lender to exercise its rights under the power of sale provisions set forth in the Loan Agreements; Without limitation on the generality of the foregoing, if applicable, Guarantor waives (i) all rights and defenses arising out of an election of remedies by the Lendor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the guarantor’s rights of subrogation and reimbursement against the principal by the operation of law or otherwise, and (ii) all rights and defenses that the Guarantor may have because Bxxxxxxx’s debt to Lxxxxx is secured by real property. This means, among other things: (a) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledges by Borrower; and (b) if Lender forecloses on any real property collateral pledged by Borrower, the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses that Guarantor may have because Bxxxxxxx’s debt is secured by real property.

Guaranty Independent; Waivers. (a) The Guarantor agrees that: (i) The Obligations hereunder are independent of and in addition to the undertakings of the Borrower pursuant to the Loan AgreementsNotes, any evidence of indebtedness issued in connection therewith, any deed of trust or security agreement given to secure the same, any other guaranties given in connection with the Loan Notes and any other obligations of the Guarantor to the Lender, (ii) A separate action may be brought to enforce the provisions hereof whether the Borrower is a party in any such action or not, (iii) The Lender may at any time, or from time to time to the extent that such is permited permitted by the terms of the LoanNotes, in its sole discretion (A) extend or change the time of payment and/or performance and/or the manner, place or terms of payment and/or performance of all or any of the Obligations; (B) exchange, release and/or surrender all or any of the collateral security, or any part thereof, by whomsoever deposited, which is now or may hereafter be held by the Lender in connection with all or any of the Obligations; (C) sell and/or purchase all or any such collateral at public or private sale, or at any broker’s board, in the manner permitted by law and after giving any notice which may be required, and after deducting all costs and expenses of every kind for collection, sale or delivery, the net proceeds of any such sale may be applied by the Lender upon all or any of the Obligations; and (D) settle or compromise with the Borrower, and/or any other person liable thereon, any and all of the Obligations, and/or subordinate the payment of same, or any part thereof, to the payment of any other debts or claims, which may at any time be due or owing to the Lender and/or any other person or corporation, and (iv) The Lender shall be under no obligation to marshal any assets in favor of the Guarantor or in payment of any or all of the Obligations. (b) The Guarantor hereby waives: (i) Presentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice with respect to any of the Obligations and this Guaranty, and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon the Guarantor; (ii) any right to require the Lender to (A) proceed against the Borrower, (B) proceed against or exhaust any security held from the Borrower, or (C) pursue any remedy in the Lender’s power whatsoever; (iii) any defense arising by reason of any disability or other defense of the Borrower or by reason of the cessation from any cause whatsoever of the liability of the Borrower other than full payment of the Obligations; (iv) any defense it may acquire by reason of the Lender’s election of any remedy against it or the Borrower or both, including, without limitation, election by the Lender to exercise its rights under the power of sale provisions set forth in the Loan AgreementsNotes; Without limitation on the generality of the foregoing, if applicable, Guarantor waives (i) all rights and defenses arising out of an election of remedies by the Lendor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the guarantor’s rights of subrogation and reimbursement against the principal by the operation of law or otherwise, and (ii) all rights and defenses that the Guarantor may have because Bxxxxxxx’s debt to Lxxxxx is secured by real property. This means, among other things: (a) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledges by Borrower; and (b) if Lender forecloses on any real property collateral pledged by Borrower, the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses that Guarantor may have because Bxxxxxxx’s debt is secured by real property.

Guaranty Independent; Waivers. (a) The Each Guarantor agrees that: that (i) The Obligations the obligations of each Guarantor hereunder are independent of and in addition to the undertakings of the Borrower Company pursuant to the Loan AgreementsNotes, any evidence of indebtedness issued in connection therewith, any deed of trust or security agreement given to secure the same, any other guaranties given in connection with the Loan and any other obligations of the Guarantor to the Lender, (ii) A a separate action may be brought to enforce the provisions hereof whether the Borrower Company is a party in any such action or not, , (iii) The Lender Beneficiary may at any time, or from time to time to time, and without impairing the extent that such is permited by liability of a Guarantor for the terms of the Loan, in its sole discretion Guarantied Obligations: (A) extend or change the time of payment and/or performance and/or the manner, place or terms of payment and/or performance of all or any of the Guarantied Obligations; (B) exchange, release and/or surrender all or any of the collateral security, or any part thereof, by whomsoever deposited, which is now or may hereafter be held by the Lender in connection with all or any of the Obligations; (C) sell and/or purchase all or any such collateral at public or private sale, or at any broker’s board, in the manner permitted by law and after giving any notice which may be required, and after deducting all costs and expenses of every kind for collection, sale or delivery, the net proceeds of any such sale may be applied by the Lender upon all or any of the Obligations; and (D) settle or compromise with the BorrowerCompany, and/or any other person liable thereon, any and all of the Guarantied Obligations, and/or subordinate the payment of same, or any part thereof, to the payment of any other debts or claims, which may at any time be due or owing to the Lender Beneficiary and/or any other person or corporation; and (C) release any person liable in respect of the Guarantied Obligations or terminate any security interest or credit securing, and or credit support for, the Guarantied Obligations; and (iv) The Lender Beneficiary shall be under no obligation to marshal any assets or sources of payment in favor of the Guarantor or in payment of any or all of the Guarantied Obligations. (b) The Guarantor hereby waives: EACH GUARANTOR HEREBY IRREVOCABLY WAIVES (i) Presentmentpresentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice with respect to any of the Guarantied Obligations and this Guaranty, and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon the Guarantor; Guarantors or either of them, (ii) any right to require the Lender Beneficiary to (A) proceed against the BorrowerCompany or any other person, (B) proceed against or exhaust any security held from the BorrowerCompany or any other person, or (C) pursue any remedy in the Lender’s Beneficiary's power whatsoever; , in any case; (iii) any defense arising by reason of any disability or other defense of the Borrower Company or by reason of the cessation from any cause whatsoever of the liability of the Borrower Company other than full payment and indefeasible payment, performance and satisfaction of the Guarantied Obligations; ; (iv) any defense it may acquire by reason of the Lender’s election of any remedy against it or the Borrower or both, including, without limitation, election by the Lender to exercise its rights under the power of sale provisions set forth in the Loan Agreements; Without limitation on the generality of the foregoing, if applicable, Guarantor waives (i) all rights and defenses arising out of an election of remedies by Beneficiary; (v) to the Lendorfullest extent permitted by law, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the guarantor’s rights of subrogation and reimbursement against the principal by the operation of law or otherwise, and (ii) all rights and benefits otherwise accorded a surety under law (including without limitation the California Civil Code and the California Code of Civil Procedure). (c) In addition, Guarantors, jointly and severally, irrevocably waive all defenses that the Guarantor may have because Bxxxxxxx’s debt to Lxxxxx is secured by real property. This means, among other things: (a) Lender may collect from Guarantor without first foreclosing on at any real or personal property collateral pledges by Borrower; and (b) if Lender forecloses on any real property collateral pledged by Borrower, the amount of the debt time may be reduced only available to Guarantor by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver virtue of any rights valuation, stay, moratorium or other law now or hereafter in effect, and defenses that Guarantor may have because Bxxxxxxx’s debt is secured by real propertyALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO GUARANTORS BY REASON OF SECTIONS 2787 TO 2855, INCLUSIVE, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE, AND ANY SIMILAR LAWS OF COLORADO OR ANY OTHER STATE OR JURISDICTION.

Guaranty Independent; Waivers. (a) The Guarantor agrees that: (i) The Obligations hereunder the obligations under this Guaranty are joint and several and are independent of and in addition to the undertakings of the Borrower pursuant to the Loan AgreementsDocuments, any evidence of indebtedness issued in connection therewithwith the Loan, any deed of trust or security agreement given to secure the sameLoan, any other guaranties given in connection with the Loan Loan, and any other obligations of the Guarantor to Lender, subject to the Lender,maximum amount of Guarantor’s liability under this Guaranty and the reduction of such principal amounts as set forth in Section 1 above; (ii) A a separate action may be brought to enforce the provisions hereof of this Guaranty whether the Borrower is a party in any such action or not,; (iii) The Lender may at any time, or from time to time to the extent that such is permited by the terms of the Loantime, in its sole discretion discretion: (A) extend or change the time of payment and/or or performance and/or or the manner, place place, or terms of payment and/or or performance of all or any of the Obligations; ; (B) exchange, release and/or release, or surrender all or any of the collateral security, or any part thereofof it, by whomsoever whomever deposited, which is now or may hereafter later be held by the Lender in connection with all or any of the Obligations; ; (C) sell and/or or purchase all or any such of the collateral at public or private sale, or at any broker’s board, in the manner permitted by law and after giving any notice which may be requiredlaw, and after deducting all costs and expenses of every kind for collection, sale sale, or delivery, the net proceeds of any such sale may be applied by the Lender upon all or on any of the Obligations; and and (D) settle or compromise with the Borrower, and/or or any other person liable thereonliable, any and all of the Obligations, and/or or subordinate the payment of sameit, or any part thereofof it, to the payment of any other debts or claims, which that may at any time be due or owing to the Lender and/or or any other person or corporation, andentity; (iv) The Lender shall will be under no obligation to marshal any assets in favor of the Borrower or Guarantor or in payment of any or all of the Obligations.; and (bv) The Guarantor hereby waives: (i) Presentmentthe Guarantor’s liability hereunder shall be the immediate, demanddirect, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice with respect to any primary obligation of the Obligations Guarantor and this Guaranty, and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder shall not be contingent upon the Guarantor; (ii) any right to require the Lender to (A) proceed against the Borrower, (B) proceed against or exhaust any security held from the Borrower, or (C) pursue any remedy in the Lender’s power whatsoever; (iii) any defense arising by reason exercise or enforcement of any disability or other defense of remedy it may have against the Borrower or by reason of the cessation from any cause whatsoever of the liability of the Borrower other than full payment of the Obligations; (iv) person, or against any defense it may acquire by reason of the Lender’s election of any remedy against it or the Borrower or both, including, without limitation, election by the Lender to exercise its rights under the power of sale provisions set forth in collateral for the Loan Agreements; Without limitation on the generality of the foregoing, if applicable, Guarantor waives (i) all rights and defenses arising out of an election of remedies by the Lendor, even though that election of remedies, such as a nonjudicial foreclosure with respect to or other security for a guaranteed obligation, has destroyed the guarantor’s rights of subrogation and reimbursement against the principal by the operation of law or otherwise, and (ii) all rights and defenses that the Guarantor may have because Bxxxxxxx’s debt to Lxxxxx is secured by real property. This means, among other things: (a) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledges by Borrower; and (b) if Lender forecloses on any real property collateral pledged by Borrower, the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses that Guarantor may have because Bxxxxxxx’s debt is secured by real propertyObligations.

Guaranty Independent; Waivers. (a) a. The Guarantor agrees that: that (i) The Obligations the obligations hereunder are independent of and in addition to the undertakings of the Borrower and the Guarantor, as and to the extent applicable, pursuant to the Hazardous Substances, Remediation and Indemnification Agreement and the other Loan AgreementsDocuments, any evidence of indebtedness issued in connection therewith, any deed of trust or security agreement given to secure the same, any other guaranties given in connection with the Loan and any other obligations of the Guarantor to the Lender, , (ii) A a separate action may be brought to enforce the provisions hereof whether the Borrower is a party in any such action or not, , (iii) The the Lender may at any time, or from time to time to the extent that such is permited by the terms of the Loantime, in its sole discretion discretion, without any notice to or consent from the Guarantor, (A) modify the Hazardous Substances, Remediation and Indemnification Agreement and the other Loan Documents to extend or change the time of payment and/or performance and/or the manner, place or terms of payment and/or performance of all or any of the ObligationsIndebtedness, and/or to include additional Projects, Borrowers and/or Project Owners; (B) exchange, release or compromise any of the Indebtedness; (C) exchange, release and/or surrender all or any of the collateral security, or any part thereof, by whomsoever deposited, which is now or may hereafter be held by the Lender in connection with all or any of the ObligationsIndebtedness; (CD) if and as permitted by the Loan Documents, sell and/or purchase all or any such collateral at public or private sale, or at any broker’s 's board, in the manner permitted by law and after giving any notice which may be required, and after deducting all costs and expenses of every kind for collection, sale or delivery, the net proceeds of any such sale may be applied by the Lender upon all or any of the ObligationsIndebtedness; and (DE) settle or compromise with the Borrower, and/or any other person liable thereon, any and all of the ObligationsIndebtedness, and/or subordinate the payment of same, or any part thereof, to the payment of any other debts or claims, which may at any time be due or owing to the Lender and/or any other person or corporation, and and (iv) The the Lender shall be under no obligation to marshal any assets in favor of the Guarantor or in payment of the Indebtedness. The Guarantor agrees that the Lender may without notice to the Guarantor sell, assign, or transfer all or any or all portion of the Obligationsindebtedness, obligations, and liabilities of the Borrower, and, in that event, each and every successive assignee, transferee, or holder of all or any part of said indebtedness, obligations, or liabilities shall have the right to enforce this Guaranty by suit or other remedy as fully as if such assignee, transferee, or holder were herein by name specifically given such rights, powers, and benefits; provided, however, that the Lender shall have an unimpaired right to enforce this Guaranty for any of its liabilities that it has not sold, assigned, or transferred. (b) The b. Except as otherwise provided in the Loan Documents, Guarantor hereby waives: waives (i) Presentmentpresentment, demand, acceleration, intent to accelerate, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice with respect to any of the Obligations Indebtedness and this GuarantyGuaranty (except as otherwise expressly provided herein), and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon the Guarantor; , (ii) any right to require the Lender to (A) proceed against the Borrower, (B) proceed against or exhaust any security held from the Borrower, or (C) pursue any remedy in the Lender’s 's power whatsoever; ; (iii) any defense arising by reason of any disability or other defense of the Borrower or by reason of the cessation from any cause whatsoever of the liability of the Borrower other than full payment or performance of the Obligations; Indebtedness; (iv) any defense it may acquire by reason of the Lender’s 's election of any remedy against it or the Borrower or both, including, without limitation, election by the Lender to exercise its rights under the power of sale provisions set forth in the Loan Agreements; Without limitation on the generality any deed of the foregoing, if applicable, Guarantor waives (i) all rights and defenses arising out of an election of remedies by the Lendortrust, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the guarantor’s rights of subrogation of the Guarantor may thereby be impaired or extinguished; (v) any and reimbursement against the principal all suretyship defenses, including any defense based on lack of due diligence by the operation Lender in collection, protection or realization upon any collateral (vi) to the fullest extent permitted by law, (A) any defense arising as a result of law or otherwisethe Lender's election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, and (iiB) all rights and defenses that the Guarantor may have because Bxxxxxxx’s debt to Lxxxxx is secured by real property. This means, among other things: (a) Lender may collect from Guarantor without first foreclosing any defense based on any real borrowing or personal property collateral pledges by Borrowergrant of a security interest under Section 364 of the Bankruptcy Code; and (bvii) if Lender forecloses on the benefit of any real property collateral pledged by Borrower, statute of limitations affecting the amount liability of the debt may be reduced only by Guarantor hereunder or the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses that Guarantor may have because Bxxxxxxx’s debt is secured by real propertyenforcement thereof.

Guaranty Independent; Waivers. (a) The Guarantor agrees that: (i) The Obligations hereunder the obligations under this Guaranty are joint and several and are independent of and in addition to the undertakings of the Borrower pursuant to the Loan AgreementsDocuments, any evidence of indebtedness issued in connection therewithwith the Loan, any deed of trust or security agreement given to secure the sameLoan, any other guaranties given in connection with the Loan Loan, and any other obligations of the Guarantor to Lender, subject to the Lender,maximum amount of Guarantor’s liability under this Guaranty and the reduction of such principal amounts as set forth in Section 1 above; (ii) A a separate action may be brought to enforce the provisions hereof of this Guaranty whether the Borrower is a party in any such action or not,; (iii) The Lender may at any time, or from time to time to the extent that such is permited by the terms of the Loantime, in its sole discretion discretion: (A) extend or change the time of payment and/or or performance and/or or the manner, place place, or terms of payment and/or or performance of all or any of the Obligations; ; (B) exchange, release and/or release, or surrender all or any of the collateral security, or any part thereofof it, by whomsoever whomever deposited, which is now or may hereafter later be held by the Lender in connection with all or any of the Obligations; ; (C) sell and/or or purchase all or any such of the collateral at public or private sale, or at any broker’s board, in the manner permitted by law and after giving any notice which may be requiredlaw, and after deducting all costs and expenses of every kind for collection, sale sale, or delivery, the net proceeds of any such sale may be applied by the Lender upon all or on any of the Obligations; and and (D) settle or compromise with the Borrower, and/or or any other person liable thereonliable, any and all of the Obligations, and/or or subordinate the payment of sameit, or any part thereofof it, to the payment of any other debts or claims, which that may at any time be due or owing to the Lender and/or or any other person or corporation, andentity; (iv) The Lender shall will be under no obligation to marshal any assets in favor of the Borrower or Guarantor or in payment of any or all of the Obligations; and (v) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon the Lender’s exercise or enforcement of any remedy it may have against the Borrower or any other person, or against any collateral for the Loan or other security for any Obligations. (b) The Guarantor hereby waives: (i) Presentmentpresentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance nonperformance, and any other notice with respect to any of the Obligations and this Guaranty, and promptness in commencing suit against any party thereto party, or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon the on Guarantor; (ii) any right to require the Lender to (A) proceed against the BorrowerBorrower or any other guarantor, (B) proceed against or exhaust any security held from the BorrowerBorrower or any other guarantor, or (C) pursue any remedy in the Lender’s power whatsoeverpower; (iii) any defense arising by reason of based on any legal disability or other defense of the Borrower Borrower, any other guarantor, or other person or by reason of the cessation from any cause whatsoever or limitation of the liability of the Borrower from any cause other than full payment of all sums payable under the Note and the performance of the other Obligations; (iv) any defense based on any lack of authority of the officers, directors, partners, or agents purporting to act on behalf of Borrower or any principal of Borrower or any defect in the formation of Borrower or any principal of Borrower; (v) to the fullest extent permitted by law, all rights and benefits under Civil Code § 2809 purporting to reduce a guarantor’s obligations in proportion to the principal obligation; (vi) any defense based on the application by Borrower of the proceeds of the Loan for purposes other than the purposes represented by Borrower to Lender or intended or understood by Lender or Guarantor, or based on Lender’s acts or omissions in administration of the Loan; (vii) any defense it may acquire by reason of the Lender’s election of any remedy against it or the Borrower or both, including, without limitation, election by the Lender to exercise its rights under the power of sale provisions set forth in the Deed of Trust and the consequent loss by Guarantor of the right to recover any deficiency from Borrower; (viii) any defense based on Lender’s failure to disclose to Guarantor any information concerning Borrower’s financial condition or any other circumstances bearing on Borrower’s ability to pay all sums payable under the Note or any of the other Obligations or on Lender’s failure to disclose any information with respect to the Obligations, the collateral for the Loan Agreements; Without limitation or other Security for any or all Obligations, the existence or nonexistence of any other guarantees of all or any part of the Obligations, any action or inaction on the generality part of the foregoingLender or any other Loan Party, if applicableor any other matter, fact, or occurrence whatsoever; (ix) any defense based on any statute or rule of law that 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; (x) any defense based on Lender’s election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (xi) any defense based on any borrowing or any grant of a security interest under § 364 of the Federal Bankruptcy Code; (xii) any right of subrogation, contribution, or reimbursement against Borrower, any right to enforce any remedy that Lender has or may in the future have against Borrower, any other right that Lender may now or later acquire against Borrower that arises from the existence or performance of Guarantor’s obligations under this Guaranty or would arise with respect to the Obligations, and any benefit of, and any right to participate in, any security for the Obligations now or in the future held by Lender; (xiii) the benefit of any statute of limitations affecting the liability of Guarantor waives or the enforcement of the Guaranty, including, without limitation, any rights arising under Code of Civil Procedure § 359.5; (ixiv) any rights to setoffs or counterclaims on Borrower’s or Guarantor’s part; and (xv) to the fullest extent permitted by law, all rights and defenses arising out benefits under Code of an election Civil Procedure § 580a, purporting to limit the amount of remedies any deficiency judgment that might be recoverable following the occurrence of a trustee’s sale under a deed of trust; Code of Civil Procedure § 580b, stating that no deficiency may be recovered on a real property purchase money obligation; and Code of Civil Procedure § 580d, stating that no deficiency may be recovered on a note secured by a deed of trust on real property in case the Lendorreal property is sold under the power of sale contained in the deed of trust, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the guarantor’s rights of subrogation and reimbursement against the principal by the operation of law or otherwise, and if those statutory sections have any application. (iic) Guarantor waives all rights and defenses that the Guarantor may have because BxxxxxxxBorrower’s debt to Lxxxxx is secured by real property. This means, among other things: : (ai) The Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledges pledged by Borrower; and . (bii) if If Lender forecloses on any real property collateral pledged by Borrower, the : (A) The amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and price. (B) Lender may collect from the Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right the Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses that Guarantor may have because BxxxxxxxBorrower’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. Guarantor waives all rights and defenses arising out of an election of remedies by the Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the Guarantor’s rights of subrogation and reimbursement against Borrower by the operation of Section 580d of the California Code of Civil Procedure or otherwise. (d) Guarantor agrees that the payment of all sums payable under the Note or any of the other Obligations or any other act that tolls any statute of limitations applicable to the Note or the other Obligations will similarly operate to toll the statute of limitations applicable to Guarantor’s liability. Without limiting the generality of the foregoing or any other provision of this Guaranty, Guarantor expressly waives all benefits that might otherwise be available to Guarantor under Civil Code §§ 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899, and 3433 and Code of Civil Procedure §§ 580a, 580b, 580d, and 726, or similar sections.

Guaranty Independent; Waivers. (a) The Guarantor GUARANTOR agrees that: (i) The Obligations hereunder the obligations under this Guaranty are joint and several and are independent of and in addition to the undertakings of the Borrower BORROWER pursuant to the Loan AgreementsDocuments, any evidence of indebtedness issued in connection therewithwith the Loan, any deed of trust or security agreement given to secure the sameLoan, any other guaranties given in connection with the Loan Loan, and any other obligations of the Guarantor GUARANTOR to the Lender,BANK; (ii) A a separate action may be brought to enforce the provisions hereof of this Guaranty whether the Borrower BORROWER is a party in any such action or not,; (iii) The Lender BANK may at any time, or from time to time to the extent that such is permited by the terms of the Loantime, in its sole discretion discretion: (A) extend or change the time of payment and/or or performance and/or or the manner, place place, or terms of payment and/or or performance of all or any of the Obligations; ; (B) exchange, release and/or release, or surrender all or any of the collateral security, or any part thereofof it, by whomsoever whomever deposited, which is now or may hereafter later be held by the Lender BANK in connection with all or any of the Obligations; ; (C) sell and/or or purchase all or any such of the collateral at public or private sale, or at any broker’s board, in the manner permitted by law and after giving any notice which may be requiredlaw, and after deducting all costs and expenses of every kind for collection, sale sale, or delivery, the net proceeds of any such sale may be applied by the Lender upon all or BANK on any of the Obligations; and and (D) settle or compromise with the BorrowerBORROWER, and/or or any other person liable thereonliable, any and all of the Obligations, and/or or subordinate the payment of sameit, or any part thereofof it, to the payment of any other debts or claims, which that may at any time be due or owing to the Lender and/or BANK or any other person or corporation, ; and (iv) The Lender shall BANK will be under no obligation to marshal any assets in favor of the Guarantor GUARANTOR or in payment of any or all of the Obligations. (b) The Guarantor hereby GUARANTOR waives: (i) Presentmentpresentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance nonperformance, and any other notice with respect to any of the Obligations and this Guaranty, and promptness in commencing suit against any party thereto party, or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon the Guarantoron GUARANTOR; (ii) any right to require the Lender BANK to (A) proceed against the BorrowerBORROWER, (B) proceed against or exhaust any security held from the BorrowerBORROWER, or (C) pursue any remedy in the LenderBANK’s power whatsoeverpower; (iii) any defense arising by reason of based on any legal disability or other defense of the Borrower BORROWER, any other guarantor, or other person or by reason of the cessation from any cause whatsoever or limitation of the liability of the Borrower BORROWER from any cause other than full payment of all sums payable under the Note and the performance of the other Obligations; (iv) any defense based on any lack of authority of the officers, directors, partners, or agents purporting to act on behalf of BORROWER or any principal of BORROWER or any defect in the formation of BORROWER or any principal of BORROWER; (v) to the fullest extent permitted by law, all rights and benefits under California Civil Code § 2809 purporting to reduce a guarantor’s obligations in proportion to the principal obligation; (vi) any defense based on the application by BORROWER of the proceeds of the Loan for purposes other than the purposes represented by BORROWER to BANK or intended or understood by BANK or GUARANTOR; (vii) any defense it may acquire by reason of the LenderBANK’s election of any remedy against it or the Borrower BORROWER or both, including, without limitation, election by the Lender BANK to exercise its rights under the power of sale provisions set forth in the Loan AgreementsMortgages (as defined in the Credit Agreement) and the consequent loss by GUARANTOR of the right to recover any deficiency from BORROWER; (viii) any defense based on BANK’s failure to disclose to GUARANTOR any information concerning BORROWER’s financial condition or any other circumstances bearing on BORROWER’s ability to pay all sums payable under the Notes or any of the other Obligations; (ix) any defense based on any statute or rule of law that 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; (x) any defense based on BANK’s election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (xi) any defense based on any borrowing or any grant of a security interest under § 364 of the Federal Bankruptcy Code; (xii) the benefit of any statute of limitations affecting the liability of GUARANTOR or the enforcement of the Guaranty, including, without limitation, any rights arising under California Code of Civil Procedure § 359.5; and (xiii) to the fullest extent permitted by law, all rights and benefits under California Code of Civil Procedure § 580a, purporting to limit the amount of any deficiency judgment that might be recoverable following the occurrence of a trustee’s sale under a deed of trust; California Code of Civil Procedure § 580b, stating that no deficiency may be recovered on a real property purchase money obligation; and California Code of Civil Procedure § 580d, stating that no deficiency may be recovered on a note secured by a deed of trust on real property in case the real property is sold under the power of sale contained in the deed of trust, if those statutory sections have any application. GUARANTOR agrees that the payment of all sums payable under the Notes or any of the other Obligations or any other act that tolls any statute of limitations applicable to the Notes or the other Obligations will similarly operate to toll the statute of limitations applicable to GUARANTOR liability. Without limitation on limiting the generality of the foregoingforegoing or any other provision of this Guaranty, if applicableGUARANTOR expressly waives all benefits that might otherwise be available to GUARANTOR under California Civil Code §§ 2809, Guarantor 2810, 2819, 2839, 2845, 2849, 2850, 2899, and 3433 and California Code of Civil Procedure §§ 580a, 580b, 580d, and 726, or similar sections. (c) GUARANTOR waives (i) all rights and defenses arising out of an election of remedies by the Lendorcreditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the guarantorGUARANTOR’s rights of subrogation and reimbursement against the principal by the operation of law Section 580d of the Code of Civil Procedure or otherwise. Furthermore, GUARANTOR understands and acknowledges that if BANK forecloses judicially or nonjudicially against any real property security for the Loan, that foreclosure could impair or destroy any ability that GUARANTOR may have to seek reimbursement, contribution, or indemnification from BORROWER or others based on any right GUARANTOR may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by GUARANTOR under this Guaranty. GUARANTOR further understands and acknowledges that in the absence of this provision the potential impairment or destruction of GUARANTOR’s rights, if any, may entitle GUARANTOR to assert a defense to this Guaranty based on California Code of Civil Procedure § 580d, as interpreted in Union Bank v Gradsky (1968, 2nd Dist) 265 Cal App 2d 40, 71 Cal Rptr 64. By executing this Guaranty, GUARANTOR freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense, and agrees that GUARANTOR will be fully liable under this Guaranty even though BANK may foreclose judicially or nonjudicially against any real property security for the Loan; (ii) all agrees that GUARANTOR will not assert that defense in any action or proceeding that BANK may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses that waived by GUARANTOR under this Guaranty include any right or defense the Guarantor GUARANTOR may have because Bxxxxxxx’s debt or be entitled to Lxxxxx assert based upon or arising out of any one or more of California Code of Civil Procedure §§ 580a, 580b, 580d, or 726, or California Civil Code § 2848; and (iv) acknowledges and agrees that BANK is secured by real property. This meansrelying on this waiver in making the Loan, among other things: (a) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledges by Borrower; and (b) if Lender forecloses on any real property collateral pledged by Borrower, the amount that this waiver is a material part of the debt may be reduced only by consideration that BANK is receiving for making the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses that Guarantor may have because Bxxxxxxx’s debt is secured by real propertyLoan.

Guaranty Independent; Waivers. (a) a. The Guarantor agrees that: that (i) The Obligations the obligations hereunder are independent of and in addition to the undertakings of the AD&C Borrower and the Guarantor, as and to the extent applicable, pursuant to the Hazardous Substances, Remediation and Indemnification Agreement and the other AD&C Loan AgreementsDocuments, any evidence of indebtedness issued in connection therewith, any deed of trust or security agreement given to secure the same, any other guaranties given in connection with the AD&C Loan and any other obligations of the Guarantor to the Lender, , (ii) A a separate action may be brought to enforce the provisions hereof whether the AD&C Borrower is a party in any such action or not, , (iii) The the Lender may at any time, or from time to time to the extent that such is permited by the terms of the Loantime, in its sole discretion discretion, without any notice to or consent from the Guarantor, (A) modify the Hazardous Substances, Remediation and Indemnification Agreement and the other AD&C Loan Documents to extend or change the time of payment and/or performance and/or the manner, place or terms of payment and/or performance of all or any of the ObligationsIndebtedness, and/or to include additional Projects, AD&C Borrowers and/or Project Owners; (B) exchange, release or compromise any of the Indebtedness; (C) exchange, release and/or surrender all or any of the collateral security, or any part thereof, by whomsoever deposited, which is now or may hereafter be held by the Lender in connection with all or any of the ObligationsIndebtedness; (CD) if and as permitted by the AD&C Loan Documents, sell and/or purchase all or any such collateral at public or private sale, or at any broker’s 's board, in the manner permitted by law and after giving any notice which may be required, and after deducting all costs and expenses of every kind for collection, sale or delivery, the net proceeds of any such sale may be applied by the Lender upon all or any of the ObligationsIndebtedness; and (DE) settle or compromise with the AD&C Borrower, and/or any other person liable thereon, any and all of the ObligationsIndebtedness, and/or subordinate the payment of same, or any part thereof, to the payment of any other debts or claims, which may at any time be due or owing to the Lender and/or any other person or corporation, and and (iv) The the Lender shall be under no obligation to marshal any assets in favor of the Guarantor or in payment of the Indebtedness. The Guarantor agrees that the Lender may without notice to the Guarantor sell, assign, or transfer all or any or all portion of the Obligationsindebtedness, obligations, and liabilities of the AD&C Borrower, and, in that event, each and every successive assignee, transferee, or holder of all or any part of said indebtedness, obligations, or liabilities shall have the right to enforce this Guaranty by suit or other remedy as fully as if such assignee, transferee, or holder were herein by name specifically given such rights, powers, and benefits; provided, however, that the Lender shall have an unimpaired right to enforce this Guaranty for any of its liabilities that it has not sold, assigned, or transferred. (b) b. The Guarantor hereby waives: waives (i) Presentmentpresentment, demand, acceleration, intent to accelerate, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice with respect to any of the Obligations Indebtedness and this GuarantyGuaranty (except as otherwise expressly provided herein), and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon the Guarantor; , (ii) any right to require the Lender to (A) proceed against the AD&C Borrower, (B) proceed against or exhaust any security held from the AD&C Borrower, or (C) pursue any remedy in the Lender’s 's power whatsoever; ; (iii) any defense arising by reason of any disability or other defense of the AD&C Borrower or by reason of the cessation from any cause whatsoever of the liability of the AD&C Borrower other than full payment or performance of the Obligations; Indebtedness; (iv) any defense it may acquire by reason of the Lender’s 's election of any remedy against it or the AD&C Borrower or both, including, without limitation, election by the Lender to exercise its rights under the power of sale provisions set forth in the Loan Agreements; Without limitation on the generality any deed of the foregoing, if applicable, Guarantor waives (i) all rights and defenses arising out of an election of remedies by the Lendortrust, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the guarantor’s rights of subrogation of the Guarantor may thereby be impaired or extinguished; (v) to the fullest extent permitted by law, any and reimbursement against all suretyship defenses and defenses in the principal nature thereof under Arizona and/or any other applicable law, including, without limitation, the benefits of the provisions of Sections 12-1641 through 12-1646, of the Arizona Revised Statutes, Sections 17 and 21, A.R.C.P., and all other laws of similar import; (vi) to the fullest extent permitted by law, (A) any defense arising as a result of the operation Lender's election, in any proceeding instituted under the Bankruptcy Code, of law or otherwisethe application of Section 1111(b)(2) of the Bankruptcy Code, and (iiB) all rights and defenses that the Guarantor may have because Bxxxxxxx’s debt to Lxxxxx is secured by real property. This means, among other things: (a) Lender may collect from Guarantor without first foreclosing any defense based on any real borrowing or personal property collateral pledges by Borrowergrant of a security interest under Section 364 of the Bankruptcy Code; and (bvii) if Lender forecloses on the benefit of any real property collateral pledged by Borrower, statute of limitations affecting the amount liability of the debt may be reduced only by Guarantor hereunder or the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses that Guarantor may have because Bxxxxxxx’s debt is secured by real propertyenforcement thereof.

Guaranty Independent; Waivers. (a) The Guarantor agrees that: that (i) The Obligations the obligations of Guarantor hereunder are independent of and in addition to the undertakings of the Borrower Company pursuant to the Loan AgreementsNote, any evidence of indebtedness issued in connection therewith, any deed of trust or security agreement given to secure the same, any other guaranties given in connection with the Loan and any other obligations of the Guarantor to the Lender, (ii) A a separate action may be brought to enforce the provisions hereof whether the Borrower Company is a party in any such action or not, , (iii) The Lender Beneficiary may at any time, or from time to time to time, and without impairing the extent that such is permited by liability of Guarantor for the terms of the Loan, in its sole discretion Guarantied Obligations: (A) extend or change the time of payment and/or performance and/or the manner, place or terms of payment and/or performance of all or any of the Guarantied Obligations; (B) exchange, release and/or surrender all or any of the collateral security, or any part thereof, by whomsoever deposited, which is now or may hereafter be held by the Lender in connection with all or any of the Obligations; (C) sell and/or purchase all or any such collateral at public or private sale, or at any broker’s board, in the manner permitted by law and after giving any notice which may be required, and after deducting all costs and expenses of every kind for collection, sale or delivery, the net proceeds of any such sale may be applied by the Lender upon all or any of the Obligations; and (D) settle or compromise with the BorrowerCompany, and/or any other person liable thereon, any and all of the Guarantied Obligations, and/or subordinate the payment of same, or any part thereof, to the payment of any other debts or claims, which may at any time be due or owing to the Lender Beneficiary and/or any other person or corporation; and (C) release any person liable in respect of the Guarantied Obligations or terminate any security interest or credit securing, and or credit support for, the Guarantied Obligations; and (iv) The Lender Beneficiary shall be under no obligation to marshal any assets or sources of payment in favor of the Guarantor or in payment of any or all of the Guarantied Obligations. (b) The Guarantor hereby waives: GUARANTOR HEREBY IRREVOCABLY WAIVES (i) Presentmentpresentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice with respect to any of the Guarantied Obligations and this Guaranty, and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon the Guarantor; , (ii) any right to require the Lender Beneficiary to (A) proceed against the BorrowerCompany or any other person, (B) proceed against or exhaust any security held from the BorrowerCompany or any other person, or (C) pursue any remedy in the LenderBeneficiary’s power whatsoever; , in any case; (iii) any defense arising by reason of any disability or other defense of the Borrower Company or by reason of the cessation from any cause whatsoever of the liability of the Borrower Company other than full payment and indefeasible payment, performance and satisfaction of the Guarantied Obligations; ; (iv) any defense it may acquire by reason of the Lender’s election of any remedy against it or the Borrower or both, including, without limitation, election by the Lender to exercise its rights under the power of sale provisions set forth in the Loan Agreements; Without limitation on the generality of the foregoing, if applicable, Guarantor waives (i) all rights and defenses arising out of an election of remedies by Beneficiary; (v) to the Lendorfullest extent permitted by law, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the guarantor’s rights of subrogation and reimbursement against the principal by the operation of law or otherwise, and (ii) all rights and benefits otherwise accorded a surety under law (including without limitation the California Civil Code and the California Code of Civil Procedure). (c) In addition, Guarantor irrevocably waives all defenses that the Guarantor may have because Bxxxxxxx’s debt to Lxxxxx is secured by real property. This means, among other things: (a) Lender may collect from Guarantor without first foreclosing on at any real or personal property collateral pledges by Borrower; and (b) if Lender forecloses on any real property collateral pledged by Borrower, the amount of the debt time may be reduced only available to Guarantor by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver virtue of any rights valuation, stay, moratorium or other law now or hereafter in effect, and defenses that Guarantor may have because Bxxxxxxx’s debt is secured by real propertyALL RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO GUARANTOR BY REASON OF SECTIONS 2787 TO 2855, INCLUSIVE, AND SECTION 3433 OF THE CALIFORNIA CIVIL CODE, AND ANY SIMILAR LAWS OF ANY OTHER STATE OR JURISDICTION.

Guaranty Independent; Waivers. (a) The Guarantor agrees that: (i) The Obligations hereunder the obligations under this Guaranty are independent of and in addition to the undertakings of the Borrower Maker pursuant to the Loan AgreementsDocuments, any evidence of indebtedness issued in connection therewithwith the Loan, any deed of trust mortgage or security agreement given to secure the sameLoan, any other guaranties given in connection with the Loan Loan, and any other obligations of the Guarantor to the Lender,Noteholder; (ii) A a separate action may be brought to enforce the provisions hereof of this Guaranty, whether the Borrower Maker is a party in any such action or not,; (iii) The Lender Noteholder may at any time, or from time to time to the extent that such is permited by the terms of the Loantime, in its sole discretion discretion: (A) extend or change the time of payment and/or or performance and/or or the manner, place place, or terms of payment and/or or performance of all or any of the Obligations; Guaranteed Debt; (B) exchange, release and/or release, or surrender all or any of the collateral securityMortgaged Property, or any part thereofof it, by whomsoever whomever deposited, which is now or may hereafter later be held by the Lender Noteholder in connection with all or any of the Obligations; Guaranteed Debt; (C) sell and/or or purchase all or any such of the collateral at public or private sale, or at any broker’s board, in the manner permitted by law and after giving any notice which may be requiredlaw, and after deducting all costs and expenses of every kind for collection, sale sale, or delivery, the net proceeds of any such sale may be applied by the Lender upon all or Noteholder on any of the ObligationsGuaranteed Debt; and and (D) settle or compromise with the BorrowerMaker, and/or or any other person liable thereonliable, any and all of the ObligationsGuaranteed Debt, and/or or subordinate the payment of sameit, or any part thereofof it, to the payment of any other debts or claims, which that may at any time be due or owing to the Lender and/or Noteholder or any other person or corporation, ; and (iv) The Lender shall Noteholder will be under no obligation to marshal any assets in favor of the Guarantor or in payment of any or all of the ObligationsGuaranteed Debt. (b) The Guarantor hereby waives: (i) Presentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice with respect to any of the Obligations and this Guaranty, and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon the Guarantor; (ii) any right to require the Lender to (A) proceed against the Borrower, (B) proceed against or exhaust any security held from the Borrower, or (C) pursue any remedy in the Lender’s power whatsoever; (iii) any defense arising by reason of any disability or other defense of the Borrower or by reason of the cessation from any cause whatsoever of the liability of the Borrower other than full payment of the Obligations; (iv) any defense it may acquire by reason of the Lender’s election of any remedy against it or the Borrower or both, including, without limitation, election by the Lender to exercise its rights under the power of sale provisions set forth in the Loan Agreements; Without limitation on the generality of the foregoing, if applicable, Guarantor waives (i) all rights and defenses arising out of an election of remedies by the Lendor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the guarantor’s rights of subrogation and reimbursement against the principal by the operation of law or otherwise, and (ii) all rights and defenses that the Guarantor may have because Bxxxxxxx’s debt to Lxxxxx is secured by real property. This means, among other things: (a) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledges by Borrower; and (b) if Lender forecloses on any real property collateral pledged by Borrower, the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses that Guarantor may have because Bxxxxxxx’s debt is secured by real property.

Guaranty Independent; Waivers. 5.1 Guarantor agrees as follows: (a) The Guarantor agrees that: (i) The Obligations the obligations hereunder are joint and several with and are independent of and in addition to the undertakings of the Borrower pursuant to the Loan AgreementsDocuments, any evidence of indebtedness issued in connection therewith, any deed of trust mortgage or security agreement given to secure the same, any other guaranties given in connection with the Loan Taxable Note, the Taxable Note and any other obligations of the Guarantor to the Lender,; (iib) A a separate and direct action may be brought to enforce the provisions hereof whether the Borrower or any other guarantor is a party in any such action or not,; (iiic) The the Lender may at any time, or from time to time to the extent that such is permited by the terms of the Loantime, in its sole discretion discretion: (Ai) extend or change the time of payment and/or performance and/or the manner, place or terms of payment and/or performance of all or any of the Obligations; (Bii) exchange, release and/or surrender all or any of the collateral security, or any part thereof, by whomsoever deposited, which is now or may hereafter be held by the Lender in connection with all or any of the Obligations; (Ciii) sell and/or purchase all or any such collateral at public or private sale, or at any broker’s board, sale in the manner permitted by law and after giving any notice which may be required, and after deducting all reasonable costs and expenses of every kind for collection, sale or delivery, the net proceeds of any such sale may be applied by the Lender upon all or any of the Obligations; and (Div) settle or compromise with the Borrower, and/or any other person guarantor and/or any other Person liable thereon, any and all of the Obligations, and/or subordinate the payment of same, or any part thereof, to the payment of any other debts or claims, which may at any time be due or owing to the Lender and/or any other person Person or corporation; (v) waive, excuse, release, change, amend, modify or otherwise deal with in any manner satisfactory to the Lender any of the provisions of any of the Loan Documents; (vi) release the Borrower or any other guarantor, (vii) waive, omit or delay the exercise of any of its powers, rights and remedies against the Borrower, Guarantor or any other guarantor or any collateral and security for all or any part of the Guaranteed Obligations; (viii) apply any payments of all or any of the Guaranteed Obligations received from the Borrower or Guarantor, or any other party or source whatsoever, to the Guaranteed Obligations in such order and manner as the Lender in its sole and absolute discretion may determine; or (ix) take or omit to take any other action, whether similar or dissimilar to the foregoing which may or might in any manner or to any extent vary the risk of Guarantor or otherwise operate as a legal or equitable discharge, release or defense of Guarantor under applicable laws; and (ivd) The the Lender shall be under no obligation to marshal any assets in favor of the Guarantor or in payment of any or all of the Obligations. (b) The 5.2 Guarantor hereby waives: waives (ia) Presentmentdiligence, presentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice (other than notices expressly required by the Loan Documents) with respect to any of the Obligations and this Guaranty, and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon Guarantor; (b) notice of the Guarantor; execution and delivery of any of the Loan Documents, (iic) notice of the creation of any of the Obligations, (d) any right to require the Lender to (Ai) proceed against Borrower and/or any other guarantor and/or any other Person liable with respect to the BorrowerObligations, (Bii) proceed against or exhaust any security held from the BorrowerBorrower or any other guarantor, or (Ciii) pursue any remedy in the Lender’s power whatsoever; ; (iiie) any defense arising by reason of any disability or other defense of the Borrower or by reason of the cessation from any cause whatsoever of the liability of the Borrower other than full payment of the Obligations; ; (ivf) any defense it may acquire by reason of the Lender’s election of any remedy against it or Borrower and/or any other guarantor and/or any other Person liable with respect to the Obligations; (g) to the fullest extent permitted by law, all rights and benefits under any statute or other provisions of law purporting to reduce a guarantor’s obligations in proportion to the principal obligation; (h) to the fullest extent permitted by law, all rights and benefits under any statute or other provisions of law purporting to limit the amount of any deficiency judgment which might be recoverable; (i) any right or claim to cause a marshaling of the assets of the Borrower or both, including, without limitation, election by the Lender to exercise its rights under the power of sale provisions set forth in the Loan Agreements; Without limitation on the generality of the foregoing, if applicable, Guarantor waives (i) all rights and defenses arising out of an election of remedies by the Lendor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the guarantor’s rights of subrogation and reimbursement against the principal by the operation of law or otherwiseGuarantor, and (iij) all rights and defenses that any defense at law or in equity on the Guarantor may have because Bxxxxxxx’s debt to Lxxxxx is secured by real property. This means, among other things: (a) Lender may collect from Guarantor without first foreclosing on any real adequacy or personal property collateral pledges by Borrower; and (b) if Lender forecloses on any real property collateral pledged by Borrower, the amount value of the debt may be reduced only by the price consideration for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses that Guarantor may have because Bxxxxxxx’s debt is secured by real propertythis Guaranty.