Common use of Liability of Guarantor Clause in Contracts

Liability of Guarantor. The execution of this Guaranty by any one or more of the Guarantors, if more than one, is not conditioned on the execution of this Guaranty by the other Guarantors named in this Guaranty, and this Guaranty shall be and is fully binding on each of the Guarantors irrespective of whether the other Guarantors named in this Guaranty execute this Guaranty or may be released or discharged from liability under this Guaranty (regardless of the reason or basis for any such release or discharge and regardless of whether or not the same is consented to by the Guarantors not so released or discharged). All persons executing this Guaranty shall be jointly and severally liable. Guarantor’s obligations under this Guaranty are independent of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against Guarantor irrespective of whether an action is brought against Borrower or whether Borrower is joined in any such action or actions. Lender may bring an action to enforce this Guaranty prior to, contemporaneously with or subsequent to bringing an action against Borrower. Guarantor’s obligations under this Guaranty are independent of the obligations of each other Guarantor, and a separate action or actions may be brought and prosecuted against one or more Guarantors irrespective of whether an action is brought against any other Guarantor or whether any other Guarantor is joined in any such action or actions. Lender may bring an action to enforce this Guaranty against one or more Guarantors prior to, contemporaneously with or subsequent to bringing an action against any other Guarantor. Lender shall not be required to exhaust Lender’s remedies against Borrower or any guarantor other than Guarantors, proceed against any collateral given as security for the Obligations or pursue any other remedies before exercising any of Lender’s rights or remedies under this Guaranty. Lender may, in its sole discretion and at any time, transfer, sell or assign all or a portion of Lender’s interest under the Loan Documents or this Guaranty, and notwithstanding such transfer, sale or assignment, Guarantor’s obligations under this Guaranty shall continue uninterrupted for the benefit of Lender and Lender’s successors and assigns.

Liability of Guarantor. The execution of this Guaranty by any one or more liability of the Guarantors, if more than one, is not conditioned on the execution of this Guaranty by the other Guarantors named in this Guaranty, and Guarantor under this Guaranty shall be irrevocable, absolute, independent and is fully binding on each unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the Guarantors irrespective foregoing and without limiting the generality thereof, the Guarantor agrees as follows: (i) the Guarantor's liability hereunder shall be the immediate, direct, and primary obligation of whether the Guarantor and shall not be contingent upon the Guaranteed Parties' exercise or enforcement of any remedy it may have against the Borrower or any other Guarantors named in Person, or against any collateral now or hereafter securing any of the Guaranteed Obligations; (ii) this Guaranty execute is a guaranty of payment when due and not merely of collectibility; (iii) the Guarantor's payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (iv) the Guarantor's liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events: (A) any proceeding under any Debtor Relief Laws with respect to the Borrower, any other guarantor or any other Person; (B) any limitation, discharge, or cessation of the liability of the Borrower, any other guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents; (C) subject to Section 24 hereof, any merger, acquisition, consolidation or change in structure of the Borrower, the Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of the Borrower, the Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of any of the Guaranteed Parties' interests in and rights under this Guaranty or may be released or discharged from liability under this Guaranty (regardless the other Credit Documents, including the Guaranteed Parties' right to receive payment of the reason Guaranteed Obligations; (E) any claim, defense, counterclaim or basis for setoff, other than that of prior performance, that the Borrower, the Guarantor, any such release other guarantor or discharge and regardless other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Credit Documents; (F) the Guaranteed Parties' or any Lender's amendment, modification, renewal, extension, cancellation or surrender of any Credit Document; (G) the Guaranteed Parties' vote, claim, distribution, election, acceptance, action or inaction in any proceeding under any Debtor Relief Laws related to the Guaranteed Obligations; (H) any impairment or invalidity of any collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; and (I) any other guaranty, whether or not the same is consented to by the Guarantors not so released Guarantor or discharged). All persons executing this Guaranty shall be jointly and severally liable. Guarantor’s obligations under this Guaranty are independent any other Person, of all or any part of the Guaranteed Obligations or any other indebtedness, obligations of Borrower, and a separate action or actions may be brought and prosecuted against Guarantor irrespective of whether an action is brought against Borrower or whether Borrower is joined in any such action or actions. Lender may bring an action to enforce this Guaranty prior to, contemporaneously with or subsequent to bringing an action against Borrower. Guarantor’s obligations under this Guaranty are independent liabilities of the obligations of each other Guarantor, and a separate action or actions may be brought and prosecuted against one or more Guarantors irrespective of whether an action is brought against any other Guarantor or whether any other Guarantor is joined in any such action or actions. Lender may bring an action Borrower to enforce this Guaranty against one or more Guarantors prior to, contemporaneously with or subsequent to bringing an action against any other Guarantor. Lender shall not be required to exhaust Lender’s remedies against Borrower or any guarantor other than Guarantors, proceed against any collateral given as security for the Obligations or pursue any other remedies before exercising any of Lender’s rights or remedies under this Guaranty. Lender may, in its sole discretion and at any time, transfer, sell or assign all or a portion of Lender’s interest under the Loan Documents or this Guaranty, and notwithstanding such transfer, sale or assignment, Guarantor’s obligations under this Guaranty shall continue uninterrupted for the benefit of Lender and Lender’s successors and assignsGuaranteed Parties.

Liability of Guarantor. This is a guaranty of payment and performance and not of collection. The execution liability of this Guaranty by any one or more of the Guarantors, if more than one, is not conditioned on the execution of this Guaranty by the other Guarantors named in this Guaranty, and Guarantor under this Guaranty shall be direct and is fully binding on each immediate and not conditional or contingent upon the pursuit of the Guarantors irrespective of whether the other Guarantors named in this Guaranty execute this Guaranty or may be released or discharged from liability under this Guaranty (regardless of the reason or basis for any such release or discharge and regardless of whether or not the same is consented to by the Guarantors not so released or discharged). All persons executing this Guaranty shall be jointly and severally liable. Guarantor’s obligations under this Guaranty are independent of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against Guarantor irrespective of whether an action is brought against Borrower or whether Borrower is joined in any such action or actions. Lender may bring an action to enforce this Guaranty prior to, contemporaneously with or subsequent to bringing an action against Borrower. Guarantor’s obligations under this Guaranty are independent of the obligations of each other Guarantor, and a separate action or actions may be brought and prosecuted against one or more Guarantors irrespective of whether an action is brought against any other Guarantor or whether any other Guarantor is joined in any such action or actions. Lender may bring an action to enforce this Guaranty against one or more Guarantors prior to, contemporaneously with or subsequent to bringing an action against any other Guarantor. Lender shall not be required to exhaust Lender’s remedies against Borrower or any guarantor other than Guarantorsperson (including, proceed without limitation, other guarantors, if any), nor against any collateral given as security property (whether real or personal), rights, estates and interests now or at any time hereafter securing the payment of the Note whether held by Lender or by any person or entity on Lender’s behalf or for Lender’s account (the Obligations “Collateral”). Guarantor waives any right to require that an action be brought against Borrower or pursue any other person or to require that resort be had to any Collateral or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event, on account of the Bankruptcy Code, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any debt, obligation or liability as provided in the Note, Guarantor shall nevertheless be fully liable therefor. In the event of a default under the Note which is not cured within any applicable grace or cure period, Lender shall have the right to enforce its rights, powers and remedies before exercising (including, without limitation, foreclosure of all or any portion of the collateral which is granted or pledged to secure this Guaranty) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. If the indebtedness and obligations guarantied hereby are partially paid or discharged by reason of the exercise of any of the remedies available to Lender’s , this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall remain liable for all remaining indebtedness and obligations guarantied hereby, even though any rights which Guarantor may have against Borrower may be destroyed or remedies under this Guaranty. Lender maydiminished by the exercise of any such remedy; and if the indebtedness and obligations guarantied hereby are otherwise partially paid or discharged for any reason, in its sole discretion and at any timeincluding voluntary payment or prepayment, transferapplication of insurance proceeds or condemnation awards, sell additional financing or assign all refinancing, or sale of the Collateral or a portion thereof, with or without the consent or cooperation of Lender’s interest under the Loan Documents or this Guaranty, and notwithstanding such transfer, sale or assignment, Guarantor’s obligations under this Guaranty shall continue uninterrupted nevertheless remain in full force and effect, and Guarantor shall remain liable for the benefit of Lender all remaining indebtedness and Lender’s successors and assignsobligations guarantied hereby.

Liability of Guarantor. The execution of this Guaranty by any one or more liability of the Guarantors, if more than one, is not conditioned on the execution of this Guaranty by the other Guarantors named in this Guaranty, and Guarantor under this Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows: (i) the Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon any Guaranteed Party’s exercise or enforcement of any remedy it may have against any other Loan Party or any other Person, or against any Collateral; (ii) this Guaranty is fully binding on a guaranty of payment when due and not merely of collectibility; (iii) the Guaranteed Parties may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default to the extent any Guaranteed Obligations are then due and payable, notwithstanding the existence of any dispute between any of the Guaranteed Parties and any Designated Borrower with respect to the existence of such Event of Default; (iv) the Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (v) the Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall the Guarantor be exonerated or discharged by, any of the following events: (A) any Insolvency Proceeding with respect to any Designated Borrower, the Guarantor, any other Loan Party or any other Person; (B) any limitation, discharge, or cessation of the liability of any Designated Borrower, the Guarantor, any other Loan Party or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents; (C) any merger, acquisition, consolidation or change in structure of any Designated Borrower, the Guarantor or any other Loan Party or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of any Designated Borrower, the Guarantor, any other Loan Party or other Person; (D) any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and rights under this Guaranty or the other Loan Documents, including any Guaranteed Party’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of any Guaranteed Party’s interests in and to any of the Collateral, in each of the Guarantors irrespective foregoing cases to the extent such assignment or other transfer is made pursuant to Section 16(b) of whether this Guaranty; (E) any claim, defense, counterclaim or setoff, other than that of prior performance, that any Designated Borrower, the Guarantor, any other Guarantors named in this Guaranty Loan Party or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute this Guaranty or may be released or discharged from liability under this Guaranty (regardless any of the reason Loan Documents; (F) any Guaranteed Party’s amendment, modification, renewal, extension, cancellation or basis for surrender of any Loan Document, any Guaranteed Obligations, or any Collateral, or any Guaranteed Party’s exchange, release, or waiver of any Collateral; (G) any Guaranteed Party’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including any Guaranteed Party’s compromise, release, settlement or waiver with or of any Designated Borrower, any other Loan Party or any other Person; (H) any Guaranteed Party’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations; (I) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or any failure to perfect any of the Liens of the Guaranteed Parties thereon or therein; (J) any acts of any Governmental Authority of or in any jurisdiction affecting any Designated Borrower, the Guarantor, any other Loan Party or other Person, including any restrictions on the conversion or exchange of currency or repatriation or control of funds, a declaration of banking moratorium or any suspension of payments by banks in any jurisdiction or the imposition by any jurisdiction or any Governmental Authority thereof or therein of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, or any total or partial expropriation, confiscation, nationalization or requisition of any such release or discharge and regardless of Person’s property; any war (whether or not the same is consented to declared), insurrection, revolution, hostile act, civil strife or similar events occurring in any jurisdiction; or any economic, political, regulatory or other events in any jurisdiction; and (K) any other guaranty, whether by the Guarantors not so released Guarantor or discharged). All persons executing this Guaranty shall be jointly and severally liable. Guarantor’s obligations under this Guaranty are independent any other Person, of all or any part of the obligations of Borrower, and a separate action Guaranteed Obligations or actions may be brought and prosecuted against Guarantor irrespective of whether an action is brought against Borrower or whether Borrower is joined in any such action or actions. Lender may bring an action to enforce this Guaranty prior to, contemporaneously with or subsequent to bringing an action against Borrower. Guarantor’s obligations under this Guaranty are independent of the obligations of each other Guarantor, and a separate action or actions may be brought and prosecuted against one or more Guarantors irrespective of whether an action is brought against any other Guarantor indebtedness, obligations or whether liabilities of any other Guarantor is joined in Designated Borrower to any such action or actions. Lender may bring an action to enforce this Guaranty against one or more Guarantors prior to, contemporaneously with or subsequent to bringing an action against any other Guarantor. Lender shall not be required to exhaust Lender’s remedies against Borrower or any guarantor other than Guarantors, proceed against any collateral given as security for the Obligations or pursue any other remedies before exercising any of Lender’s rights or remedies under this Guaranty. Lender may, in its sole discretion and at any time, transfer, sell or assign all or a portion of Lender’s interest under the Loan Documents or this Guaranty, and notwithstanding such transfer, sale or assignment, Guarantor’s obligations under this Guaranty shall continue uninterrupted for the benefit of Lender and Lender’s successors and assignsGuaranteed Party.

Liability of Guarantor. The execution liability of this Guaranty by any one or more of the Guarantors, if more than one, is not conditioned on the execution of this Guaranty by the other Guarantors named in this Guaranty, and Guarantor under this Guaranty shall be irrevocable, absolute, independent and is fully binding on each of the Guarantors irrespective of whether the other Guarantors named in this Guaranty execute this Guaranty or may be released or discharged from liability under this Guaranty (regardless of the reason or basis for any such release or discharge and regardless of whether or not the same is consented to by the Guarantors not so released or discharged). All persons executing this Guaranty shall be jointly and severally liable. Guarantor’s obligations under this Guaranty are independent of the obligations of Borrowerunconditional, and a separate action or actions may be brought and prosecuted against Guarantor irrespective of whether an action is brought against Borrower or whether Borrower is joined in any such action or actions. Lender may bring an action to enforce this Guaranty prior to, contemporaneously with or subsequent to bringing an action against Borrower. Guarantor’s obligations under this Guaranty are independent of the obligations of each other Guarantor, and a separate action or actions may be brought and prosecuted against one or more Guarantors irrespective of whether an action is brought against any other Guarantor or whether any other Guarantor is joined in any such action or actions. Lender may bring an action to enforce this Guaranty against one or more Guarantors prior to, contemporaneously with or subsequent to bringing an action against any other Guarantor. Lender shall not be required to exhaust affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (i) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of Guarantor and shall not be contingent upon Lender’s remedies exercise or enforcement of any remedy it may have against Borrower or any other Person, or against any Collateral; (ii) this Guaranty is a guaranty of payment when due and not merely of collectibility; (iii) Lender may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Lender and Borrower with respect to the existence of such Event of Default; (iv) Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied; and (v) Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, any of the following events: (A) any state or federal bankruptcy or other insolvency proceeding (an “Insolvency Proceeding”) with respect to Borrower, Guarantor, any other guarantor or any other Person; (B) any limitation, discharge, or cessation of the liability of Borrower, Guarantor, any other guarantor or any other Person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations or the Loan Documents; (C) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor or Person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other Person; (D) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty or the other Loan Documents, including Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Lender’s interests in and to any of the Collateral; (E) any claim, defense, counterclaim or setoff, other than Guarantorsthat of prior performance, proceed against any collateral given as security for the Obligations or pursue that Borrower, Guarantor, any other remedies before exercising guarantor or other Person may have or assert, including any defense of incapacity or lack of corporate or other authority to execute any of the Loan Documents; (F) Lender’s amendment, modification, renewal, extension, cancellation or surrender of any Loan Document, any Guaranteed Obligations, any Collateral, or Lender’s exchange, release, or waiver of any Collateral; (G) Lender’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, including Lender’s compromise, release, settlement or waiver with or of Borrower, Guarantor, any other guarantor or any other Person; (H) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any Insolvency Proceeding related to the Guaranteed Obligations; (I) any impairment or invalidity of any of the Collateral or any failure to perfect any of Lender’s rights Liens thereon or remedies under this Guaranty. Lender maytherein; and (J) any other guaranty, in its sole discretion and at whether by Guarantor or any time, transfer, sell or assign other Person; of all or a portion any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of Borrower to Lender’s interest under the Loan Documents or this Guaranty, and notwithstanding such transfer, sale or assignment, Guarantor’s obligations under this Guaranty shall continue uninterrupted for the benefit of Lender and Lender’s successors and assigns.

Liability of Guarantor. The execution liability of this Guaranty by any one or more of the Guarantors, if more than one, is not conditioned on the execution of this Guaranty by the other Guarantors named in this Guaranty, and Guarantor under this Guaranty shall be irrevocable, absolute, independent and is fully binding on each of the Guarantors irrespective of whether the other Guarantors named in this Guaranty execute this Guaranty or may be released or discharged from liability under this Guaranty (regardless of the reason or basis for any such release or discharge and regardless of whether or not the same is consented to by the Guarantors not so released or discharged). All persons executing this Guaranty shall be jointly and severally liable. Guarantor’s obligations under this Guaranty are independent of the obligations of Borrowerunconditional, and a separate action or actions may be brought and prosecuted against Guarantor irrespective of whether an action is brought against Borrower or whether Borrower is joined in any such action or actions. Lender may bring an action to enforce this Guaranty prior to, contemporaneously with or subsequent to bringing an action against Borrower. Guarantor’s obligations under this Guaranty are independent of the obligations of each other Guarantor, and a separate action or actions may be brought and prosecuted against one or more Guarantors irrespective of whether an action is brought against any other Guarantor or whether any other Guarantor is joined in any such action or actions. Lender may bring an action to enforce this Guaranty against one or more Guarantors prior to, contemporaneously with or subsequent to bringing an action against any other Guarantor. Lender shall not be required to exhaust affected by any circumstance which might constitute a discharge of a surety or guarantor other than the indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees as follows: (a) Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of the Guarantor and shall not be contingent upon Lender’s remedies exercise or enforcement of any remedy it may have against Borrower or any guarantor other than Guarantorsperson, proceed or against any collateral given as security for the Loan (the “Collateral”), whether now existing or later granted, securing the Guaranteed Obligations. (b) Lender may enforce this Guaranty upon the occurrence of a condition or conditions causing recourse or personal liability to Borrower under any of the Guaranteed Obligations, or upon notwithstanding the existence of any dispute between Lender and Borrower with respect to the existence of such condition or conditions. (c) Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for any portion of the Guaranteed Obligations remaining unsatisfied. (d) Guarantor’s liability with respect to the Guaranteed Obligations shall remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall Guarantor be exonerated or discharged by, any of the following events: (i) any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or dissolution of Borrower, Guarantor, any other guarantor or any other person; (ii) the liability of Borrower, Guarantor, any other guarantor or any other person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations; (iii) any merger, acquisition, consolidation or change in structure of Borrower, Guarantor or any other guarantor or person, or any sale, lease, transfer or other disposition of any or all of the assets or shares of Borrower, Guarantor, any other guarantor or other person; (iv) any assignment or other transfer, in whole or in part, of Lender’s interests in and rights under this Guaranty or under the Note, including Lender’s right to receive payment of the Guaranteed Obligations, or any assignment or other transfer, in whole or in part, of Lender’s interests in and to any of the Collateral or other collateral securing the Guaranteed Obligations; (v) any claim, defense, counterclaim or setoff, other than that of prior performance, that Borrower, Guarantor, any other guarantor or other party may have or assert, including any defense of incapacity or lack of corporate or other authority to execute the Note; (vi) Lender’s amendment, modification, renewal, extension, cancellation or surrender of any Guaranteed Obligations, any Collateral or other collateral securing the Guaranteed Obligations, or Lender’s exchange, release, or waiver of any Collateral or of any other collateral securing the Guaranteed Obligations; (vii) Lender’s exercise or nonexercise of any power, right or remedy with respect to any of the Collateral, or any other collateral securing any of the Guaranteed Obligations, including Lender’s compromise, release, settlement or waiver with or of Borrower, Guarantor, any other guarantor or any other party; (viii) Lender’s vote, claim, distribution, election, acceptance, action or inaction in any bankruptcy case related to the Guaranteed Obligations; (ix) any impairment or invalidity of any of the Collateral or any other collateral securing any of the Guaranteed Obligations or pursue any other remedies before exercising failure to perfect any of Lender’s rights liens thereon or remedies under this Guaranty. Lender maytherein; or (x) any other guaranty, in its sole discretion and at whether by Guarantor or any timeother party, transfer, sell or assign of all or a portion any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities of Borrower to Lender’s interest under the Loan Documents or this Guaranty, and notwithstanding such transfer, sale or assignment, Guarantor’s obligations under this Guaranty shall continue uninterrupted for the benefit of Lender and Lender’s successors and assigns.

Liability of Guarantor. This is a guaranty of payment and performance and ---------------------- not of collection. The execution liability of this Guaranty by Guarantor hereunder shall be joint and several with any one or more other guarantors of the Guarantors, if more than one, is not conditioned on the execution obligations guaranteed hereby. The liability of this Guaranty by the other Guarantors named in this Guaranty, and Guarantor under this Guaranty shall be direct and is fully binding on each immediate and not conditional or contingent upon the pursuit of the Guarantors irrespective of whether the other Guarantors named in this Guaranty execute this Guaranty or may be released or discharged from liability under this Guaranty (regardless of the reason or basis for any such release or discharge and regardless of whether or not the same is consented to by the Guarantors not so released or discharged). All persons executing this Guaranty shall be jointly and severally liable. Guarantor’s obligations under this Guaranty are independent of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against Guarantor irrespective of whether an action is brought against Borrower or whether Borrower is joined in any such action or actions. Lender may bring an action to enforce this Guaranty prior to, contemporaneously with or subsequent to bringing an action against Borrower. Guarantor’s obligations under this Guaranty are independent of the obligations of each other Guarantor, and a separate action or actions may be brought and prosecuted against one or more Guarantors irrespective of whether an action is brought against any other Guarantor or whether any other Guarantor is joined in any such action or actions. Lender may bring an action to enforce this Guaranty against one or more Guarantors prior to, contemporaneously with or subsequent to bringing an action against any other Guarantor. Lender shall not be required to exhaust Lender’s remedies against Borrower or any guarantor other than Guarantorsperson (including, proceed without limitation, other guarantors, if any), nor against the Collateral. Guarantor waives any collateral given as security for the Obligations right to require that an action be brought against Borrower or pursue any other person or to require that resort be had to any Collateral or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person. In the event that, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law, or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any debt, obligation, or liability as provided in the Loan Documents, Guarantor shall nevertheless be fully liable therefor. In the event of a default under the Loan Documents, Lender shall have the right to enforce its rights, powers, and remedies before exercising (including, without limitation, foreclosure of all or any portion of the Collateral) thereunder or hereunder, in any order, and all rights, powers, and remedies available to Lender in such event shall be non-exclusive and cumulative of all other rights, powers, and remedies provided thereunder or hereunder or by law or in equity. If the indebtedness and obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to Lender’s , this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall remain liable for all remaining indebtedness and obligations guaranteed hereby, even though any rights which Guarantor may have against Borrower may be destroyed or remedies under this Guaranty. Lender maydiminished by the exercise of any such remedy; and if the indebtedness and obligations guaranteed hereby are otherwise partially paid or discharged for any reason, in its sole discretion and at any timeincluding voluntary payment or prepayment, transferapplication of insurance proceeds or condemnation awards, sell additional financing, or assign all refinancing, or sale of the Collateral or a portion thereof, with or without the consent or cooperation of Lender’s interest , this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall remain liable for all remaining indebtedness and obligations guaranteed hereby. Guarantor covenants and agrees that, upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against Borrower, Guarantor shall not seek or cause Borrower or any other person or entity to seek a supplemental stay or other relief, whether injunctive or otherwise, pursuant to 11 U.S.C. 105 or any other provision of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law, or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce, or inhibit the ability of Lender to enforce any rights of Lender against Guarantor or the Collateral by virtue of this Guaranty or otherwise. No exculpatory or similar provision of the Loan Documents which limits, or relieves Borrower or any other person or entity from, any personal or direct liability of Borrower under the Loan Documents shall limit or this Guarantyrelieve Guarantor from any such liability, it being the intention of the parties hereto that Guarantor be liable for all obligations of the Borrower under any provision of the Loan Documents notwithstanding any such exculpatory or similar provision. The obligations of Guarantor and the rights of Lender hereunder are in addition to the obligations of Guarantor and the rights of Lender under any other guaranty or indemnity agreement given by Guarantor to Lender in connection with the Loan, and notwithstanding such transfer, sale payments made under one guaranty or assignment, Guarantor’s indemnity agreement shall not reduce the liabilities and obligations of Guarantor under this Guaranty shall continue uninterrupted for the benefit of Lender and Lender’s successors and assignsany other guaranty or indemnity agreement.