Common use of Waivers and Consents Clause in Contracts

Waivers and Consents. (a) Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person other than Guarantor and, in full recognition of that fact, Guarantor consents and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (i) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the other terms of the Obligations or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof, or any of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. (b) Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all of the Obligations); (ii) the unenforceability or invalidity of any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any Obligation, including, without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation; (vii) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or any other guarantor of the Obligations, or of any security or guaranty therefor by operation of Law or otherwise; (viii) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (x) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of collateral under Section 363 of the United States Bankruptcy Code; (xii) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xiii) the avoidance of any lien or security interest in favor of Lender for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Obligations (or any interest thereon) in or as a result of any such proceeding; or (xv) any action taken by Lender that is authorized by this Section or any other provision of any Transaction Document. Until all of the Obligations have been paid in full, Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

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

Waivers and Consents. (a) Guarantor acknowledges Payee waives (i) promptness, diligence, notice of acceptance and any other notice with respect to the Senior Obligations and this Subordination Agreement and any requirement that the obligations undertaken herein involve Administrative Agent or any Lender exhaust any right or take any action against any Subordinated Obligor or any other Person or any of their respective assets. (b) All rights and interests of the guaranty holders of Senior Obligations hereunder, and all agreements and obligations of a Person other than Guarantor andPayee and Subordinated Obligors under this Subordination Agreement, shall remain in full recognition of that fact, Guarantor consents force and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereofeffect irrespective of: (i) supplement, modify, amend, extend, renew, accelerate any lack of validity or otherwise change the time for payment or the other terms enforceability of the Obligations any Credit Agreement or any part thereofother Loan Document as therein defined, including without limitation or any decrease of the principal amount thereof agreement or the rate(s) of interest thereoninstrument relating thereto; (ii) supplementany change in the time, modify, amend manner or waiveplace of payment of, or enter into or give in any agreement, approval or consent with respect toother term of, the Obligations or any part thereofObligations, or any other amendment or waiver of or any consent to or departure from the Credit Agreement or any other Loan Document, including any increase in the Senior Obligations or extension of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereundermaturity thereof; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any holder of the Transaction Documents or the Senior Obligations or releasing any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person Subordinated Obligor from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. (b) Upon the occurrence and during the continuance Senior Obligations by operation of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations law or otherwise, (iv) any enforcement or alter failure to enforce, or any contracts delay in enforcing, any Loan Document; or agreements now (v) any other circumstance which might otherwise constitute a defense available to, or hereafter existing between thema discharge of, any Subordinated Obligor or Payee or third party guarantor or surety other than payment in any manner whatsoever, all without in any way altering or affecting full of the security of this GuarantySenior Obligations. (c) The rights No present or future holder of Lender hereunder Senior Obligations shall be reinstated and revived, and prejudiced in its right to enforce subordination of Payee by any act or failure to act on the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization part of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and Subordinated Obligor whether or not such act or failure shall give rise to any Borrower or any other guarantor right of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability rescission or other defense claim or cause of any Borrower or any other guarantor for action on the Obligations with respect to the Obligations (other than full payment and performance part of all of the Obligations); (ii) the unenforceability or invalidity of any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any Obligation, including, without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation; (vii) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or any other guarantor of the Obligations, or of any security or guaranty therefor by operation of Law or otherwise; (viii) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (x) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of collateral under Section 363 of the United States Bankruptcy Code; (xii) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xiii) the avoidance of any lien or security interest in favor of Lender for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Obligations (or any interest thereon) in or as a result of any such proceeding; or (xv) any action taken by Lender that is authorized by this Section or any other provision of any Transaction Document. Until all of the Obligations have been paid in full, Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional ObligationsPayee.

Waivers and Consents. (a) Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person other than Guarantor and, in full recognition of that fact, 14.1 Guarantor consents and agrees that Lender District may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (ia) supplement, modify, amend, extend, renew, accelerate accelerate, or otherwise change the time for payment performance or the other terms of the Obligations PDA, Construction and Use Covenant, or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereonAffordability Covenant; (iib) supplement, modify, amend amend, or waive, or enter into or give any agreement, approval approval, or consent with respect to, the Obligations PDA, Construction and Use Covenant, or Affordability Covenant, or any part thereof, or any of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation representation, or term thereof or thereunder; (iiic) accept new or additional instruments, documents documents, or agreements in exchange for or relative to any of the Transaction Documents PDA, Construction and Use Covenant, or the Obligations Affordability Covenant, or any part thereofthereof or performance pursuant thereto; (ivd) accept partial payments on on, or performance of, the Obligationsobligations owed to District and apply any and all payments or recoveries from Developer or any other Person to such of the obligations owed to District as District may elect in its sole discretion; (ve) receive and hold additional security or guaranties for the Obligations obligations owed to District or any part thereof; (vif) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or transfer, or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender District may elect in its sole and absolute discretion may determine; (viig) release any Person from any personal liability with respect to the Obligations obligations owed to District or any part party thereof; (viiih) settle, release on terms satisfactory to Lender District, as the case may be, or by operation of applicable Law law or otherwise, otherwise liquidate or enforce any Obligations obligations owed to District and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any salesale (other than by reason of the timely and full payment and performance of all obligations owed to District); and/or (ixi) consent to the merger, change or of any other restructuring or termination of the corporate existence of a Borrower Developer or any other Person, Person and correspondingly restructure the Obligationsobligations owed to District, and any such merger, change, restructuring restructuring, or termination shall not affect the liability of such Guarantor or the continuing effectiveness hereof, or the enforceability hereof thereof with respect to all or any part of the Obligationsobligations owed to District; (j) otherwise deal with Developer or any other Person as District may elect in its sole discretion. 14.2 Guarantor expressly agrees that until the Guaranteed Obligations are paid and performed in full and each and every term, covenant, and condition of this Guaranty is fully performed, Guarantor shall not, to the fullest extent permitted by law, be released by or because of: (a) Any act or event which might otherwise discharge, reduce, limit or modify such Guarantor’s obligations under this Guaranty; (b) Upon the occurrence and during the continuance Any waiver, extension, modification, forbearance, delay, or other act or omission of any Event of DefaultDistrict, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or District’s failure to proceed upon promptly or otherwise as against and/or exhaust any security Developer or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty.security; (c) The rights of Lender hereunder shall Any action, omission, or circumstance which might increase the likelihood that such Guarantor may be reinstated and revived, and the enforceability of called upon to perform under this Guaranty shall continue, with respect to any amount at any time paid on account or which might affect the rights or remedies of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable Guarantor as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all of the Obligations); (ii) the unenforceability or invalidity of any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower Developer or any other Person; or (vd) Any dealings occurring at any failure of Lender to give notice of sale or other disposition of collateral to any Borrower time between Developer or any other Person liable for Person, on the Obligations one hand, and District, on the other hand, whether relating to the PDA, Construction and Use Covenant, or any defect in any notice Affordability Covenant, or otherwise. (e) Guarantor waives all rights and defenses arising out of an election of remedies by District, even though that election of remedies may be given in connection with any sale or disposition have destroyed such Guarantor’s rights of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any Obligation, including, without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation; (vii) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower subrogation and reimbursement against Developer or any other Person, and even though that election of remedies by District has destroyed such Guarantor’s rights of contribution against another guarantor of the Obligations, or of any security or guaranty therefor by operation of Law or otherwise; (viii) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (x) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of collateral under Section 363 of the United States Bankruptcy Code; (xii) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xiii) the avoidance of any lien or security interest in favor of Lender for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Obligations (or any interest thereon) in or as a result of any such proceeding; or (xv) any action taken by Lender that is authorized by this Section or any other Guaranteed Obligations. 14.3 No provision of any Transaction Document. Until all of the Obligations have been paid in full, Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or shall be construed as limiting the generality of any of the existencecovenants and waivers set forth in Sections 12 and 14. 14.4 Guarantor hereby expressly, creation to the fullest extent permitted by law, waives and surrenders any defense to its liability under this Guaranty based upon any of the foregoing acts, omissions, agreements, waivers, or incurrence matters. It is the purpose and intent of new or additional Obligationsthis Guaranty that the obligations of each Guarantor under it shall be absolute and unconditional under any and all circumstances.

Waivers and Consents. (a) Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person other than Guarantor and, in full recognition of that fact, Guarantor consents and agrees that Lender Vicis may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (i) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the other terms of the Obligations or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof, or any of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender Vicis in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender Vicis or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower Issuer or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. (b) Upon the occurrence and during the continuance of any Event of Default, Lender Vicis may enforce this Guaranty independently of any other remedy, guaranty or security Lender Vicis at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender Vicis to marshal assets in favor of a BorrowerIssuer, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require LenderVicis, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower Issuer or any other Person or to proceed against a Borrower Issuer or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender Vicis may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender Vicis may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender Vicis and Borrowers Issuer may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The rights of Lender Vicis hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender Vicis upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender Vicis created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers Issuer or any other guarantor of the Obligations and whether or not any Borrower Issuer or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability or other defense of any Borrower Issuer or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all of the Obligations); (ii) the unenforceability or invalidity of any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower Issuer or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender Vicis to marshal assets in favor of any Borrower Issuer or any other Person; (v) any failure of Lender Vicis to give notice of sale or other disposition of collateral to any Borrower Issuer or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender Vicis to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any Obligation, including, without limitation, any failure of Lender Vicis to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation; (vii) any act or omission of Lender Vicis or others that directly or indirectly results in or aids the discharge or release of any Borrower Issuer or any other guarantor of the Obligations, or of any security or guaranty therefor by operation of Law or otherwise; (viii) any failure of Lender Vicis to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by LenderVicis, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (x) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of collateral under Section 363 of the United States Bankruptcy Code; (xii) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xiii) the avoidance of any lien or security interest in favor of Lender Vicis for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Obligations (or any interest thereon) in or as a result of any such proceeding; or (xv) any action taken by Lender Vicis that is authorized by this Section or any other provision of any Transaction Document. Until all of the Obligations have been paid in full, Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

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

Waivers and Consents. (a) Guarantor acknowledges that Notice of acceptance of this Guarantee, the obligations undertaken herein involve the guaranty making of obligations of a Person loans and advances and providing other than Guarantor andfinancial accommodations to Borrower and presentment, in full recognition of that fact, Guarantor consents and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, protest, notice of protest, notice of nonpayment or default and without affecting the enforceability or continuing effectiveness hereof: (i) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the all other terms of the Obligations or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof, or any of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative notices to any of the Transaction Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a which Borrower or any other Person, Guarantor are entitled is hereby waived by each Guarantor. Each Guarantor also waives notice of and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect hereby consents to all or any part of the Obligations. (b) Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability amendment, modification, supplement, waiver, extension, renewal, or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all restatement of the Obligations); (ii) the unenforceability or invalidity of Loan Agreement and any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any ObligationFinancing Agreements, including, without limitation, any failure extensions of Lender to conduct a commercially reasonable sale time of payment of or other disposition increase or decrease in the amount of any collateral of the Guaranteed Obligations, the interest rate, fees, other charges, or any Collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of Collateral or guaranties now or at any time held by or available to Agent or any Secured Party for the obligations of Borrower, any other Guarantor or any other party at any time liable on or in respect of the Guaranteed Obligations or who is the owner of any property which is security for any Obligation; the Guaranteed Obligations (vii) any act or omission of Lender or others that directly or indirectly results in or aids individually, an “Obligor” and collectively, the discharge “Obligors”), including without limitation the surrender or release by Agent of any one Guarantor hereunder, (iii) the exercise of, or refraining from the exercise of any rights against Borrower or any other guarantor Obligor or any Collateral, (iv) the settlement, compromise or release of, or the waiver of any default with respect to, any of the Obligations, or of any security or guaranty therefor by operation of Law or otherwise; Guaranteed Obligations and (viiiv) any failure financing by Agent and/or any Lender of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Borrower under Section 1111(b)(2) 364 of the United States Bankruptcy Code; (x) Code or consent by Agent or any extension of credit or Lender to the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of cash collateral under Section 363 of the United States Bankruptcy Code; . Each Guarantor agrees that the amount of the Guaranteed Obligations shall not be diminished and the liability of Guarantors hereunder shall not be otherwise impaired or affected-by any of the foregoing. (xiib) No invalidity, irregularity or unenforceability of all or any agreement part of the Guaranteed Obligations shall affect, impair or stipulation with be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower in respect of any of the Guaranteed Obligations, or any Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the provision foregoing, the liability of adequate protection Guarantors hereunder shall not be discharged or impaired in any bankruptcy proceeding respect by reason of any Person; (xiii) the avoidance failure by Agent to perfect or continue perfection of any lien or security interest in favor any Collateral or any delay by Agent in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of Lender any case with respect to Borrower under the United States Bankruptcy Code or any similar statute, each Guarantor shall be liable therefor, even if Borrower’s liability for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge ofsuch amounts does not, or bar ceases to, exist by operation of law. Each Guarantor acknowledges that neither Agent nor any Secured Party has made any representations to any Guarantor with respect to Borrower, any Obligor or stay against collecting, all otherwise in connection with the execution and delivery by Guarantors of this Guarantee and such Guarantor is not in any respect relying upon Agent or any of the Obligations (Secured Party or any interest thereon) in or as a result of any such proceeding; or (xv) any action taken statements by Lender that is authorized by this Section Agent or any other provision Secured Party in connection with this Guarantee. (c) Unless and until the payment and satisfaction in full of any Transaction Document. Until all of the Guaranteed Obligations have been paid in fullimmediately available funds and the termination of the financing arrangements of Agent and Lenders with Borrower, to the fullest extent permitted by law, each Guarantor expressly hereby irrevocably and unconditionally waives and relinquishes all presentmentsstatutory, demands for payment or performancecontractual, notices of nonpayment or nonperformancecommon law, protests, notices of protest, notices of dishonor equitable and all other notices claims against Borrower, any Collateral for the Guaranteed Obligations or demands other assets of Borrower or any Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Agent or any Lender by any Guarantor hereunder and such Guarantor hereby further irrevocably and unconditionally waives and relinquishes any and all other benefits which any Guarantor might otherwise directly or indirectly receive or be entitled to receive by reason of any kind amounts paid by or nature whatsoever collected or due from Guarantors, Borrower or any Obligor upon the Guaranteed Obligations or realized from their property. The foregoing waiver of rights is made in favor of Agent and the Lenders only and shall not be deemed a waiver of such rights for the benefit of any other creditors of Borrower or any Obligor. (d) Each Guarantor hereby irrevocably and unconditionally waives and relinquishes any right to revoke this Guarantee that such Guarantor may now have or hereafter acquire. (e) Without limiting the generality of any other waiver or other provision set forth in this Guarantee, each Guarantor hereby irrevocably and unconditionally waives all rights and defenses arising out of an election of remedies by Agent, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a Guaranteed Obligation, has terminated such Guarantor’s rights of subrogation and reimbursement against Borrower. (f) Without limiting the Obligationsgenerality of any other waiver or other provision set forth in this Guarantee, each Guarantor hereby irrevocably and unconditionally waives and relinquishes, to the maximum extent such waiver or relinquishment is permitted by applicable law, all notices rights to interpose any claims, deductions, setoffs or counterclaims of acceptance of any nature (other than compulsory counterclaims) in any action or proceeding with respect to this Guaranty Guarantee, such Guarantor’s obligations hereunder, the Collateral or of any matter arising from or related to the existence, creation or incurrence of new or additional Obligationsforegoing.

Waivers and Consents. (a) Guarantor acknowledges that Notice of acceptance of this Guarantee, the obligations undertaken herein involve the guaranty making of obligations of a Person loans and advances and providing other than Guarantor andfinancial accommodations to Borrowers and their affiliates and presentment, in full recognition of that fact, Guarantor consents and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (i) supplementprotest, modifynotice of protest, amend, extend, renew, accelerate or otherwise change the time for notice of non-payment or the default and all other terms of the Obligations notices to which Borrowers and/or their affiliates or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof, or any of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or Guarantor is entitled are hereby waived by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. (b) Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this GuarantyGuarantor. Guarantor expressly also waives any right to require Lender, upon the occurrence notice of and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty.hereby consents to: (c) The rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability amendment, modification, supplement, extension, renewal, or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all restatement of the Obligations); (ii) the unenforceability or invalidity of any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any Loan Agreement and other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any ObligationFinancing Agreements, including, without limitation, any failure extensions of Lender to conduct a commercially reasonable sale time of payment of or other disposition increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Loan Agreement and other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased; (ii) the taking, exchange, surrender and releasing of collateral or other security guarantees now or at any time held by or available to Lender for any Obligation; (vii) any act or omission the obligations of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower Borrowers and/or their affiliates or any other guarantor party at any time liable on or in respect of the ObligationsGuaranteed Obligations or who is the owner of any property which is security for the Guaranteed Obligations (individually, an “Obligor” and collectively, the “Obligors”); (iii) the exercise of, or refraining from the exercise of any security rights against a Borrower and/or its affiliates, Guarantor or guaranty therefor by operation any other Obligor or any collateral; (iv) the settlement, compromise or release of, or the waiver of Law or otherwiseany default with respect to, any of the Guaranteed Obligations; and (viiiv) any failure financing by Lender of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Borrowers under Section 1111(b)(2) 364 of the United States Bankruptcy Code; (x) any extension of credit Code or consent to the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of cash collateral by Lender under Section 363 of the United States Bankruptcy Code; . Guarantor agrees that the amount of the Guaranteed Obligations shall not be diminished and the liability of Guarantor hereunder shall not be otherwise impaired or affected by any of the foregoing. (xiib) No invalidity, irregularity or unenforceability of all or any agreement part of the Guaranteed Obligations shall affect, impair or stipulation with be a defence to this Guarantee, nor shall any other circumstance which might otherwise constitute a defence available to or legal or equitable discharge of a Borrower or its affiliates in respect of any of the Guaranteed Obligations, or Guarantor in respect of this Guarantee, affect, impair or be a defence to this Guarantee. Without limitation of the provision foregoing, the liability of adequate protection Guarantor hereunder shall not be discharged or impaired in any bankruptcy proceeding respect by reason of any Person; (xiii) the avoidance failure by Lender to perfect or continue perfection of any lien or security interest in favor any collateral or any delay by Lender in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of Lender any case with respect to a Borrower or its affiliates under any Insolvency Legislation, Guarantor shall be liable therefor, even if a Borrower’s or its affiliates’ liability for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge ofsuch amounts does not, or bar ceases to, exist by operation of law. Guarantor acknowledges that Xxxxxx has not made any representations to Guarantor with respect to Borrowers and/or their affiliates, any other Obligor or stay against collecting, all otherwise in connection with the execution and delivery by Guarantor of this Guarantee and Guarantor is not in any respect relying upon Lender or any of the Obligations (or any interest thereon) in or as a result of any such proceeding; or (xv) any action taken statements by Lender that is authorized by in connection with this Section Guarantee. (c) Guarantor hereby irrevocably and unconditionally waives and relinquishes all statutory, contractual, common law, equitable and all other claims against Borrowers and their affiliates, any collateral for the Guaranteed Obligations or other assets of Borrowers and their affiliates or any other provision of Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, set-off or other recourse in respect to sums paid or payable to Lender by Guarantor hereunder and Guarantor hereby further irrevocably and unconditionally waives and relinquishes any Transaction Document. Until all of the Obligations have been paid in full, Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices benefits which Guarantor might otherwise directly or demands indirectly receive or be entitled to receive by reason of any kind amounts paid by or nature whatsoever with respect collected or due from Guarantor, Borrowers and/or their or any other Obligor upon the Guaranteed Obligations or realized from their property. (d) Notwithstanding anything to the Obligationscontrary contained herein, and all notices of acceptance of this Guaranty or the amount of the existenceobligations payable by Guarantor under this Guarantee shall be the aggregate amount of the Guaranteed Obligations unless a court of competent jurisdiction adjudicates Guarantor’s obligations to be invalid, creation avoidable or incurrence unenforceable for any reason (including, without limitation, because of new any applicable state or additional Obligationsfederal law relating to fraudulent conveyances or transfers), in which case the amount of the Guaranteed Obligations payable by Guarantor hereunder shall be limited to the maximum amount that could be guaranteed by Guarantor without rendering Guarantor’s obligations under this Guarantee invalid, avoidable or unenforceable under such applicable law.

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

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

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

Waivers and Consents. Subject to and in accordance with the terms and provisions of this Guaranty: (a) Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person other than Guarantor and, Except as required in full recognition of that factSection 2 above, Guarantor consents and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: hereby waives (i) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the other terms notice of the Obligations or any part thereof, including without limitation any decrease acceptance of the principal amount thereof or the rate(s) of interest thereonthis Guaranty; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, presentment and demand concerning the Obligations or any part thereof, or any liabilities of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunderGuarantor; and (iii) accept new any right to require that any action or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change proceeding be brought against Obligor or any other restructuring person, or termination to require that Counterparty seek enforcement of the corporate existence of a Borrower any performance against Obligor or any other Personperson, and correspondingly restructure prior to any action against Guarantor under the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness terms hereof, or the enforceability hereof with respect to all or any part of the Obligations. (b) Upon No delay by Counterparty in the occurrence and during the continuance exercise of (or failure by Counterparty to exercise) any Event rights hereunder shall operate as a waiver of Defaultsuch rights, Lender may enforce this Guaranty independently a waiver of any other remedyrights or a release of Guarantor from its obligations hereunder (with the understanding, guaranty however, that the foregoing shall not be deemed to constitute a waiver by Guarantor of any rights or security Lender defenses which Guarantor may at any time may have pursuant to or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor any applicable statutes of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guarantylimitation). (c) The rights Without notice to or the consent of Lender hereunder shall be reinstated and revivedGuarantor, and the enforceability of without impairing or releasing Guarantor’s obligations under this Guaranty shall continueGuaranty, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason ofCounterparty may: (i) any disability change the manner, place or other defense terms for payment of any Borrower all or any other guarantor for the Obligations with respect to of the Obligations (including renewals, extensions or other than full payment and performance of all alterations of the Obligations); (ii) the unenforceability release any person (other than Obligor or invalidity Guarantor) from liability for payment of all or any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; or (iii) the cessation for any cause whatsoever of the liability of any Borrower receive, substitute, surrender, exchange or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of release any collateral or other security for any Obligation, including, without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation; (vii) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or any other guarantor all of the Obligations, or of any security or guaranty therefor by operation of Law or otherwise; (viii) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (x) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of collateral under Section 363 of the United States Bankruptcy Code; (xii) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xiii) the avoidance of any lien or security interest in favor of Lender for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Obligations (or any interest thereon) in or as a result of any such proceeding; or (xv) any action taken by Lender that is authorized by this Section or any other provision of any Transaction Document. Until all of the Obligations have been paid in full, Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations.

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

Waivers and Consents. (a) Guarantor acknowledges that Notice of acceptance of this Guarantee, the obligations undertaken herein involve the guaranty making of obligations of a Person loans and advances and providing other than Guarantor andfinancial accommodations to Borrower and presentment, in full recognition of that fact, Guarantor consents and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, protest, notice of protest, notice of nonpayment or default and without affecting the enforceability or continuing effectiveness hereof: (i) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the all other terms of the Obligations or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof, notices to which Borrower or any of the Transaction Documents or Guarantors are entitled are hereby waived by each of Guarantors. Each of Guarantors also waives notice of and hereby consents to, any additional security or guarantiesamendment, modification, supplement, extension, renewal, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to restatement of the Loan Agreement and any of the Transaction Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. (b) Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all of the Obligations); (ii) the unenforceability or invalidity of any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any ObligationFinancing Agreements, including, without limitation, any failure extensions of Lender to conduct a commercially reasonable sale time of payment of or other disposition increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, the taking, exchange, surrender and releasing of collateral or other security guarantees now or at any time held by or available to Agent and Lenders for any Obligation; (vii) any act or omission the obligations of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or any other guarantor party at any time liable on or in respect of the ObligationsGuaranteed Obligations or who is the owner of any property which is security for the Guaranteed Obligations (individually, an "Obligor" and collectively, the "Obligors"), including, without limitation, the surrender or release by Agent and Lenders of any one of Guarantors hereunder, the exercise of, or refraining from the exercise of any security rights against Borrower, any of Guarantors or guaranty therefor by operation any other Obligor or any collateral, the settlement, compromise or release of, or the waiver of Law or otherwise; (viii) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding default with respect to to, any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application Guaranteed Obligations and any financing by Agent and Lenders of Borrower under Section 1111(b)(2) 364 of the United States Bankruptcy Code; (x) any extension of credit Code or consent to the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of cash collateral by Agent and Lenders under Section 363 of the United States Bankruptcy Code; . Each of Guarantors agrees that the amount of the Guaranteed Obligations shall not be diminished and the liability of Guarantors hereunder shall not be otherwise impaired or affected by any of the foregoing. (xiib) No invalidity, irregularity or unenforceability of all or any agreement part of the Guaranteed Obligations shall affect, impair or stipulation with be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower in respect of any of the Guaranteed Obligations, or any one of Guarantors in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the provision foregoing, the liability of adequate protection Guarantors hereunder shall not be discharged or impaired in any bankruptcy proceeding respect by reason of any Person; (xiii) the avoidance failure by Agent and Lenders to perfect or continue perfection of any lien or security interest in favor any collateral or any delay by Agent and Lenders in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of Lender any case with respect to Borrower under the United States Bankruptcy Code or any similar statute, Guarantors shall be liable therefor, even if Borrower's liability for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge ofsuch amounts does not, or bar ceases to, exist by operation of law. Each of Guarantors acknowledges that Agent and Lenders have not made any representations to any of Guarantors with respect to Borrower, any other Obligor or stay against collecting, all otherwise in connection with the execution and delivery by Guarantors of this Guarantee and Guarantors are not in any respect relying upon Agent and Lenders or any statements by Agent and Lenders in connection with this Guarantee. (c) Each of Guarantors hereby irrevocably and unconditionally waives and relinquishes all statutory, contractual, common law, equitable and all other claims against Borrower, any collateral for the Guaranteed Obligations (or any interest thereon) in or as a result other assets of any such proceeding; or (xv) any action taken by Lender that is authorized by this Section Borrower or any other provision Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Agent and Lenders by each of Guarantors hereunder and each of Guarantors hereby further irrevocably and unconditionally waives and relinquishes any Transaction Document. Until all of the Obligations have been paid in full, Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices benefits which Guarantors might otherwise directly or demands indirectly receive or be entitled to receive by reason of any kind amounts paid by or nature whatsoever with respect to collected or due from Guarantors, Borrower or any other Obligor upon the Obligations, and all notices of acceptance of this Guaranty Guaranteed Obligations or of the existence, creation or incurrence of new or additional Obligationsrealized from their property.

Waivers and Consents. (a) Guarantor acknowledges that Each of the obligations undertaken herein involve the guaranty of obligations of a Person other than Guarantor and, in full recognition of that fact, Guarantor Borrowers consents and agrees that Lender the Administrative Agent and the Lenders may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demanddemand to any of them, and without affecting the enforceability or continuing effectiveness hereof: (i) : a. supplement, modify, amend, extend, renew, accelerate accelerate, or otherwise change the time for payment or the other terms of the Obligations or any part thereof, including without limitation any increase or decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) ; b. supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof, thereof or any of the Transaction Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) ; c. accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Loan Documents or the Obligations or any part thereof; (iv) ; d. accept partial payments on the Obligations; (v) ; e. receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) ; f. release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender the Administrative Agent and the Lenders in its their sole and absolute discretion may determine; (vii) ; g. release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle; x. xxxxxx, release on terms satisfactory to Lender the Administrative Agent and the Lenders or by operation of applicable Law Laws or otherwise, otherwise liquidate or enforce any Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) and/or i. consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower Borrowers, or any of them, any guarantor or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor any Person or the continuing effectiveness hereof, hereof or the enforceability hereof with respect to all or any part of the Obligations. (b) ; provided that nothing herein shall waive, alter, diminish or modify any rights of the Borrowers under the Loan Documents, including without limitation, the rights of the Borrowers to agree to any amendments or modifications of the Loan Documents. Upon the occurrence and during the continuance of any Event of Default, Lender the Administrative Agent and the Lenders may enforce this Guaranty the Loan Agreement and the other Loan Documents independently as to each Borrower and independently of any other remedy, guaranty remedy or security the Administrative Agent or any Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for . Each Borrower expressly waives any right to require the Administrative Agent or any Lender to marshal assets in favor of a BorrowerBorrowers, any other guarantor of and agrees that the Obligations Administrative Agent and Lenders may proceed against Borrowers, or any other Person of them, or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require LenderLoan Agreement, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it they shall determine in its their sole and absolute discretion. Lender The Administrative Agent (with the consent of the Requisite Lenders) may file a separate action or actions against GuarantorBorrowers, or any of them, and/or any guarantor without respect to any Borrower, whether action is brought or prosecuted with respect to any other security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor Each Borrower agrees that Lender the Administrative Agent and Borrowers the Lenders may deal with each Borrower or themselves other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (cthe Loan Documents. Borrowers expressly waive the benefit of any statute(s) of limitations affecting their liability under the Loan Documents or the enforcement of the Obligations or any Liens created or granted therein. The Administrative Agent and the Lenders' rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty Loan Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender them upon the bankruptcy, insolvency or reorganization of Borrowers, or any of them, or any other Person, or otherwise, all as though such amount had not been paid. The rights of Lender created or granted herein under the Loan Documents and the their enforceability of this Guaranty at all times shall remain effective at all times to guarantee secure the full amount of all the Obligations Obligations, even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations or surety and whether or not any Borrower or any such other guarantor of the Obligations Persons shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor . Each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of: of (ia) any disability or other defense of any Borrower or any of the other guarantor for the Obligations such Persons with respect to the Obligations Obligations, (other than full payment and performance of all of the Obligations); (iib) the unenforceability or invalidity of any security for or guaranty of for the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; , (iiic) the cessation for any cause whatsoever of the liability of any Borrower Borrowers, or any other guarantor of the Obligations them (other than by reason of the full payment and performance of all Obligations); , (ivd) any failure of the Administrative Agent or any Lender to marshal assets in favor of any Borrower Borrowers or any other Person; , (ve) except as otherwise provided in the Loan Documents, any failure of the Administrative Agent or any Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; , (vif) any failure of the Administrative Agent or any Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any Obligation, including, including without limitation, limitation any failure of the Administrative Agent or any Lender to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation; , (viig) any act or omission of the Administrative Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrowers or any Borrower of them, or any other guarantor of Person or the Obligations, obligations or of any other security or guaranty therefor by operation of Law or otherwise; , (viiih) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of the Administrative Agent or any Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; , (ixj) the election by the Administrative Agent or any Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; , (xk) any extension of credit or the grant of any lien Lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 364 of the United States Bankruptcy Code; , (xil) any use of cash collateral under Section 363 of the United States Bankruptcy Code; , (xiim) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; , (xiiin) the avoidance of any lien or security interest Lien in favor of the Administrative Agent or any Lender for any reason; , (xivo) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Obligations (or any interest thereon) in or as a result of any such proceeding; , (p) to the extent permitted, the benefits of any form of one-action rule, or (xvq) any action taken by Lender that is authorized by this Section these Joint Borrower Provisions or any other provision of any Transaction DocumentLoan Documents. Until all of the Obligations have been paid in full, Guarantor Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty the Loan Agreement or of the existence, creation or incurrence of new or additional Obligations.

Waivers and Consents. (a) Guarantor acknowledges that Notice of acceptance of this Guarantee, the obligations undertaken herein involve the guaranty making of obligations of a Person loans and advances and providing other than Guarantor andfinancial accommodations to Borrower and presentment, in full recognition of that fact, Guarantor consents and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, protest, notice of protest, notice of nonpayment or default and without affecting the enforceability or continuing effectiveness hereof: (i) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the all other terms of the Obligations or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof, or any of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative notices to any of the Transaction Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a which Borrower or any other Person, Guarantor are entitled is hereby waived by each Guarantor. Each Guarantor also waives notice of and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect hereby consents to all or any part of the Obligations. (b) Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability amendment, modification, supplement, waiver, extension, renewal, or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all restatement of the Obligations); (ii) the unenforceability or invalidity of Loan Agreement and any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any ObligationFinancing Agreements, including, without limitation, any failure extensions of Lender to conduct a commercially reasonable sale time of payment of or other disposition increase or decrease in the amount of any collateral of the Guaranteed Obligations, the interest rate, fees, other charges, or any Collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of Collateral or guaranties now or at any time held by or available to Agent or any Secured Party for the obligations of Borrower, any other Guarantor or any other party at any time liable on or in respect of the Guaranteed Obligations or who is the owner of any property which is security for any Obligation; the Guaranteed Obligations (vii) any act or omission of Lender or others that directly or indirectly results in or aids individually, an “Obligor” and collectively, the discharge “Obligors”), including without limitation the surrender or release by Agent of any one Guarantor hereunder, (iii) the exercise of, or refraining from the exercise of any rights against Borrower or any other guarantor Obligor or any Collateral, (iv) the settlement, compromise or release of, or the waiver of any default with respect to, any of the Obligations, or of any security or guaranty therefor by operation of Law or otherwise; Guaranteed Obligations and (viiiv) any failure financing by Agent and/or any Lender of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Borrower under Section 1111(b)(2) 364 of the United States Bankruptcy Code; (x) Code or consent by Agent or any extension of credit or Lender to the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of cash collateral under Section 363 of the United States Bankruptcy Code; . Each Guarantor agrees that the amount of the Guaranteed Obligations shall not be diminished and the liability of Guarantors hereunder shall not be otherwise impaired or affected by any of the foregoing. (xiib) No invalidity, irregularity or unenforceability of all or any agreement part of the Guaranteed Obligations shall affect, impair or stipulation with be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower in respect of any of the Guaranteed Obligations, or any Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the provision foregoing, the liability of adequate protection Guarantors hereunder shall not be discharged or impaired in any bankruptcy proceeding respect by reason of any Person; (xiii) the avoidance failure by Agent to perfect or continue perfection of any lien or security interest in favor any Collateral or any delay by Agent in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of Lender any case with respect to Borrower under the United States Bankruptcy Code or any similar statute, each Guarantor shall be liable therefor, even if Borrower’s liability for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge ofsuch amounts does not, or bar ceases to, exist by operation of law. Each Guarantor acknowledges that neither Agent nor any Secured Party has made any representations to any Guarantor with respect to Borrower, any Obligor or stay against collecting, all otherwise in connection with the execution and delivery by Guarantors of this Guarantee and such Guarantor is not in any respect relying upon Agent or any of the Obligations (Secured Party or any interest thereon) in or as a result of any such proceeding; or (xv) any action taken statements by Lender that is authorized by this Section Agent or any other provision Secured Party in connection with this Guarantee. (c) Unless and until the payment and satisfaction in full of any Transaction Document. Until all of the Guaranteed Obligations have been paid in fullimmediately available funds and the termination of the financing arrangements of Agent and Lenders with Borrower, to the fullest extent permitted by law, each Guarantor expressly hereby irrevocably and unconditionally waives and relinquishes all presentmentsstatutory, demands for payment or performancecontractual, notices of nonpayment or nonperformancecommon law, protests, notices of protest, notices of dishonor equitable and all other notices claims against Borrower, any Collateral for the Guaranteed Obligations or demands other assets of Borrower or any Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Agent or any Lender by any Guarantor hereunder and such Guarantor hereby further irrevocably and unconditionally waives and relinquishes any and all other benefits which any Guarantor might otherwise directly or indirectly receive or be entitled to receive by reason of any kind amounts paid by or nature whatsoever collected or due from Guarantors, Borrower or any Obligor upon the Guaranteed Obligations or realized from their property. The foregoing waiver of rights is made in favor of Agent and the Lenders only and shall not be deemed a waiver of such rights for the benefit of any other creditors of Borrower or any Obligor. (d) Each Guarantor hereby irrevocably and unconditionally waives and relinquishes any right to revoke this Guarantee that such Guarantor may now have or hereafter acquire. (e) Without limiting the generality of any other waiver or other provision set forth in this Guarantee, each Guarantor hereby irrevocably and unconditionally waives all rights and defenses arising out of an election of remedies by Agent, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a Guaranteed Obligation, has terminated such Guarantor’s rights of subrogation and reimbursement against Borrower. (f) Without limiting the Obligationsgenerality of any other waiver or other provision set forth in this Guarantee, each Guarantor hereby irrevocably and unconditionally waives and relinquishes, to the maximum extent such waiver or relinquishment is permitted by applicable law, all notices rights to interpose any claims, deductions, setoffs or counterclaims of acceptance of any nature (other than compulsory counterclaims) in any action or proceeding with respect to this Guaranty Guarantee, such Guarantor’s obligations hereunder, the Collateral or of any matter arising from or related to the existence, creation or incurrence of new or additional Obligationsforegoing.

Waivers and Consents. (a) Guarantor acknowledges that a. Notice of acceptance of this Guarantee, the obligations undertaken herein involve the guaranty making of obligations loans and advances and providing other financial accommodations to any one or more of a Person other than Guarantor andBorrowers and presentment, in full recognition of that fact, Guarantor consents and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, protest, notice of protest, notice of nonpayment or default and without affecting the enforceability or continuing effectiveness hereof: (i) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the all other terms notices to which any of the Obligations or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof, Borrowers or any of the Transaction Documents or Guarantors are entitled are hereby waived by each of Guarantors. Each of Guarantors also waives notice of and hereby consents to, (1) any additional security or guarantiesamendment, modification, supplement, extension, renewal, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to restatement of the Loan Agreement and any of the Transaction Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. (b) Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all of the Obligations); (ii) the unenforceability or invalidity of any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any ObligationFinancing Agreements, including, without limitation, any failure extensions of Lender to conduct a commercially reasonable sale time of payment of or other disposition increase or decrease in the amount of any of the Guaranteed Obligations or any collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (2) the taking, exchange, surrender and releasing of collateral or other security guarantees now or at any time held by or available to Lender for any Obligation; (vii) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release obligations of any Borrower one or more of Borrowers or any other guarantor party at any time liable on or in respect of the ObligationsGuaranteed Obligations or who is the owner of any property which is security for the Guaranteed Obligations (individually, an "Obligor" and collectively, the "Obligors"), including, without limitation, the surrender or release by Lender of any one of Guarantors hereunder, (3) the exercise of, or refraining from the exercise of any security rights against any of Borrowers, any of Guarantors or guaranty therefor by operation any other Obligor or any collateral, (4) the settlement, compromise or release of, or the waiver of Law or otherwise; any default with respect to, any of the Guaranteed Obligations and (viii5) any failure of financing by Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, one or more of the application or non-application of Borrowers under Section 1111(b)(2) 364 of the United States Bankruptcy Code; (x) any extension Code or consent to the use of credit or the grant of any lien cash collateral by Lender under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use . Each of collateral under Section 363 Guarantors agrees that the amount of the United States Bankruptcy Code; (xii) Guaranteed Obligations shall not be diminished and the liability of Guarantors hereunder shall not be otherwise impaired or affected by any agreement of the foregoing. b. No invalidity, irregularity or stipulation with unenforceability of all or any part of the Guaranteed Obligations shall affect, impair or be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of any one or more of Borrowers in respect of any of the Guaranteed Obligations, or any one of Guarantors in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the provision foregoing, the liability of adequate protection Guarantors hereunder shall not be discharged or impaired in any bankruptcy proceeding respect by reason of any Person; (xiii) the avoidance failure by Lender to perfect or continue perfection of any lien or security interest in favor any collateral or any delay by Lender in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of Lender any case with respect to any Borrower under the United States Bankruptcy Code or any similar statute, Guarantors shall be liable therefor, even if such Borrower's liability for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge ofsuch amounts does not, or bar or stay against collectingceases to, exist by operation of law. c. Each of Guarantors hereby irrevocably and unconditionally postpones and subordinates, to the prior payment in full of the Guaranteed Obligations, all statutory, contractual, common law, equitable and all other claims against each Borrower, any collateral for the Guaranteed Obligations or any other assets of the Obligations (or any interest thereon) in or as a result of any such proceeding; or (xv) any action taken by Lender that is authorized by this Section each Borrower or any other provision Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Lender by each of any Transaction Document. Until all Guarantors hereunder and each of Guarantors hereby further irrevocably and unconditionally postpones and subordinates, to the prior payment in full of the Obligations have been paid in fullGuaranteed Obligations, Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor any and all other notices benefits which Guarantors might otherwise directly or demands indirectly receive or be entitled to receive by reason of any kind amounts paid by or nature whatsoever with respect to collected or due from Guarantors, any Borrower or any other Obligor upon the Obligations, and all notices of acceptance of this Guaranty Guaranteed Obligations or of the existence, creation or incurrence of new or additional Obligationsrealized from their property.

Waivers and Consents. (a) Guarantor acknowledges Completion Guarantors acknowledge that the obligations undertaken herein involve the guaranty Completion Guaranty of obligations of a Person Persons other than Guarantor Completion Guarantors and, in full recognition of that fact, Guarantor consents and agrees that Lender mayagrees, to the fullest extent permitted under by law, that the Transaction DocumentsAdministrative Agent and the Lenders may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (ia) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the other terms of the Obligations obligations guarantied hereby or any part thereofthereof (other than Article 7 of the Loan Agreement), including without limitation any increase or decrease of the principal amount thereof or the rate(s) of interest thereon; (iib) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations obligations guarantied hereby or any part thereof, or any of the Transaction Loan Documents to which Completion Guarantors are not a party or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iiic) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Loan Documents or the Obligations obligations guarantied hereby or any part thereof; (ivd) accept partial payments on the Obligationsobligations guarantied hereby; (ve) receive and hold additional security or guaranties for the Obligations obligations guarantied hereby or any part thereof; (vif) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guarantiessecurity, and apply any security and direct the order or manner of sale thereof as Lender Administrative Agent and the Lenders in its their sole and absolute discretion may determine; (viig) release any Person from any personal liability with respect to the Obligations obligations guarantied hereby or any part thereof; (viiih) settle, release on terms satisfactory to Lender Lenders or by operation of applicable Law Laws or otherwise, otherwise liquidate or enforce any Obligations obligations guarantied hereby and any security or guaranty therefor in any manner, (i) consent to the transfer of any security and bid and purchase at any sale; and/or (ixj) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower Borrower, any Member thereof, any Completion Guarantor or any other Person, and correspondingly restructure the Obligationsobligations guarantied hereby, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor Completion Guarantors or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. (b) obligations guarantied hereby. Upon the occurrence and during the continuance of any Event of Default, Lender the Administrative Agent, for the benefit of the Lenders, may enforce this Completion Guaranty independently as to each Completion Guarantor and independently of any other remedy, guaranty remedy or security Lender Lenders at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guarantyobligations guarantied hereby. Each Completion Guarantor expressly waives any right to require Lender, upon Administrative Agent or the occurrence and during the continuance of an Event of Default, Lenders to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender Lenders may proceed against Borrower or any obligor and/or the collateral other Person, or upon or against any security or remedy, before proceeding to enforce this Completion Guaranty, in such order as it they shall determine in its their sole and absolute discretion. Lender Administrative Agent, for the benefit of Lenders, may file a separate action or actions against Guarantor, Borrower or any one or more Completion Guarantors without respect to whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Each Completion Guarantor agrees that Lender Lenders and Borrowers Borrower and any Affiliates of Borrower may deal with each other in connection with the Obligations obligations guarantied hereby or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Completion Guaranty. (c) The rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender Administrative Agent and Lenders created or granted herein and the enforceability of this Completion Guaranty with respect to Completion Guarantors at all times shall remain effective at all times to guarantee guaranty the full amount performance, and/or payment in full, of all each of the Obligations obligations guarantied hereby even though the Obligationssuch obligations, including or any part thereof thereof, or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers Borrower or any other guarantor of the Obligations Completion Guarantor or surety and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To . Each Completion Guarantor expressly waives, to the fullest extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: of (ia) any disability or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations obligations guaranteed hereby, (other than full payment and performance of all of the Obligations); (iib) the unenforceability or invalidity of any security for or guaranty of for the Obligations obligations guarantied hereby or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; obligations guarantied hereby, (iiic) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligationsobligations guarantied hereby); , (ivd) any failure of Lender Administrative Agent or the Lenders to marshal assets in favor of any Borrower or any other Person; , (ve) except as otherwise provided in this Completion Guaranty, any failure of Lender Administrative Agent or the Lenders to give notice of sale or other disposition of collateral Collateral to any Borrower Completion Guarantors or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; Collateral, (vif) any failure of Administrative Agent or the Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral Collateral or other security for any Obligationobligations guarantied, including, including without limitation, any failure of Lender Administrative Agent or Lenders to conduct a commercially reasonable sale or other disposition of any collateral Collateral or other security for any Obligation; obligations guarantied hereby, (viig) any act or omission of Lender Administrative Agent or the Lenders or others that directly or indirectly results in or aids the discharge or release of any Borrower or any other guarantor of the Obligations, obligations guarantied hereby or of any security or guaranty therefor by operation of Law law or otherwise; , (viiih) any Law which provides that the obligation of a surety or Completion Guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or Completion Guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender Administrative Agent or Lenders to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; , (ixj) the election by LenderAdministrative Agent or Lenders, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; , (xk) any extension of credit or the grant of any lien Lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 364 of the United States Bankruptcy Code; , (xil) any use of cash collateral under Section 363 of the United States Bankruptcy Code; , (xiim) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; , (xiiin) the avoidance of any lien or security interest Lien in favor of Lender for any reason; , (xivo) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Obligations obligations guarantied hereby (or any interest thereon) in or as a result of any such proceeding; , (p) to the extent permitted in paragraph 40.495(4) of the Nevada Revised Statutes (“NRS”), the benefits of the one-action rule under NRS Section 40.430, or (xvq) any action taken by Lender that is authorized by this Section or any other provision of any Transaction Loan Document. Until all of the Obligations have been paid in full, Each Completion Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligationsobligations guarantied hereby, and all notices of acceptance of this Completion Guaranty or of the existence, creation or incurrence of new or additional Obligationsobligations to be guarantied hereby. The Administrative Agent and the Lenders may approve modifications to the Construction Contracts, Construction Budget and/or the Construction Timetable, and may change the terms or conditions of disbursement of the Loan in any manner agreed to by the Borrower.

Waivers and Consents. (a) Guarantor acknowledges that Notice of acceptance of this Guarantee, the obligations undertaken herein involve the guaranty making of obligations loans and advances and providing other financial accommodations to any one or more of a Person other than Guarantor andBorrowers and presentment, in full recognition of that fact, Guarantor consents and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, protest, notice of protest, notice of nonpayment or default and without affecting the enforceability or continuing effectiveness hereof: (i) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the all other terms notices to which any of the Obligations or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof, Borrowers or any of the Transaction Documents or any additional security or guarantiesGuarantors are entitled are hereby waived by each of Guarantors. Each of Guarantors also waives notice of and hereby consents to, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. (b) Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability amendment, modification, supplement, extension, renewal, or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all restatement of the Obligations); (ii) the unenforceability or invalidity of Loan Agreement and any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any ObligationFinancing Agreements, including, without limitation, any failure extensions of Lender to conduct a commercially reasonable sale time of payment of or other disposition increase or decrease in the amount of any of the Guaranteed Obligations or any collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or other security guarantees now or at any time held by or available to Lender for any Obligation; (vii) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release obligations of any Borrower one or more of Borrowers or any other guarantor party at any time liable on or in respect of the ObligationsGuaranteed Obligations or who is the owner of any property which is security for the Guaranteed Obligations (individually, an "Obligor" and collectively, the "Obligors"), including, without limitation, the surrender or release by Lender of any one of Guarantors hereunder, (iii) the exercise of, or refraining from the exercise of any security rights against any of Borrowers, any of Guarantors or guaranty therefor by operation any other Obligor or any collateral, (iv) the settlement, compromise or release of, or the waiver of Law or otherwise; any default with respect to, any of the Guaranteed Obligations and (viiiv) any failure of financing by Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, one or more of the application or non-application of Borrowers under Section 1111(b)(2) 364 of the United States Bankruptcy Code; (x) any extension Code or consent to the use of credit or the grant of any lien cash collateral by Lender under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use . Each of collateral under Section 363 Guarantors agrees that the amount of the United States Bankruptcy Code; Guaranteed Obligations shall not be diminished and the liability of Guarantors hereunder shall not be otherwise impaired or affected by any of the foregoing. (xiib) No invalidity, irregularity or unenforceability of all or any agreement part of the Guaranteed Obligations shall affect, impair or stipulation with be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of any one or more of Borrowers in respect of any of the Guaranteed Obligations, or any one of Guarantors in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the provision foregoing, the liability of adequate protection Guarantors hereunder shall not be discharged or impaired in any bankruptcy proceeding respect by reason of any Person; (xiii) the avoidance failure by Lender to perfect or continue perfection of any lien or security interest in favor any collateral or any delay by Lender in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of Lender any case with respect to any Borrower under the United States Bankruptcy Code or any similar statute, Guarantors shall be liable therefor, even if such Borrower's liability for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge ofsuch amounts does not, or bar or stay against collectingceases to, exist by operation of law. (c) Each of Guarantors hereby irrevocably and unconditionally postpones and subordinates, to the prior payment in full of the Guaranteed Obligations, all statutory, contractual, common law, equitable and all other claims against each Borrower, any collateral for the Guaranteed Obligations or any other assets of the Obligations (or any interest thereon) in or as a result of any such proceeding; or (xv) any action taken by Lender that is authorized by this Section each Borrower or any other provision Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Lender by each of any Transaction Document. Until all Guarantors hereunder and each of Guarantors hereby further irrevocably and unconditionally postpones and subordinates, to the prior payment in full of the Obligations have been paid in fullGuaranteed Obligations, Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor any and all other notices benefits which Guarantors might otherwise directly or demands indirectly receive or be entitled to receive by reason of any kind amounts paid by or nature whatsoever with respect to collected or due from Guarantors, any Borrower or any other Obligor upon the Obligations, and all notices of acceptance of this Guaranty Guaranteed Obligations or of the existence, creation or incurrence of new or additional Obligationsrealized from their property.

Waivers and Consents. (a) Guarantor acknowledges that Notice of acceptance of this Guarantee, the obligations undertaken herein involve the guaranty making of obligations of a Person loans and advances and providing other than Guarantor andfinancial accommodations to Borrower and presentment, in full recognition of that fact, Guarantor consents and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, protest, notice of protest, notice of nonpayment or default and without affecting the enforceability or continuing effectiveness hereof: (i) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the all other terms of the Obligations or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof, or any of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative notices to any of the Transaction Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a which Borrower or any other PersonGuarantor are entitled are hereby waived by each Guarantor. Each Guarantor also waives notice of and hereby consents to, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. (b) Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability amendment, modification, supplement, extension, renewal, or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all restatement of the Obligations); (ii) the unenforceability or invalidity of Loan Agreement and any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any ObligationFinancing Agreements, including, without limitation, any failure extensions of Lender to conduct a commercially reasonable sale time of payment of or other disposition increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or other security guarantees now or at any time held by or available to Agent for any Obligation; (vii) any act or omission the obligations of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or any other guarantor party at any time liable on or in respect of the ObligationsGuaranteed Obligations or who is the owner of any property which is security for the Guaranteed Obligations (individually, an "Obligor" and collectively, the "Obligors"), including, without limitation, the surrender or release by Agent of any one Guarantor hereunder, (iii) the exercise of, or refraining from the exercise of, any rights against Borrower, any Guarantor or any other Obligor or any collateral, (iv) the settlement, compromise or release of, or the waiver of any security or guaranty therefor by operation default with respect to, any of Law or otherwise; the Guaranteed Obligations and (viiiv) any failure financing by Agent, Lenders, or any of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Personthem, of the application or non-application of Borrower under Section 1111(b)(2) 364 of the United States Bankruptcy Code; (x) any extension of credit Code or consent to the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of cash collateral by Agent, Lenders or any of them, under Section 363 of the United States Bankruptcy Code; . Each Guarantor agrees that the amount of the Guaranteed Obligations shall not be diminished and the liability of Guarantors hereunder shall not be otherwise impaired or affected by any of the foregoing. (xiib) No invalidity, irregularity or unenforceability of all or any agreement part of the Guaranteed Obligations shall affect, impair or stipulation with be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower in respect of any of the Guaranteed Obligations, or any one Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the provision foregoing, the liability of adequate protection Guarantors hereunder shall not be discharged or impaired in any bankruptcy proceeding respect by reason of any Person; (xiii) the avoidance failure by Agent to perfect or continue perfection of any lien or security interest in favor any collateral or any delay by Agent in perfecting any such lien or security interest. As to interest, fees and expenses that constitute Guaranteed Obligations, whether arising before or after the commencement of Lender any case with respect to Borrower or any Guarantor under the United States Bankruptcy Code or any similar statute, Guarantors shall be liable therefor, even if Borrower's or such Guarantor's liability for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge ofsuch amounts does not, or bar ceases to, exist by operation of law. Each Guarantor acknowledges that none of Agent and Lenders have made any representations to any Guarantor with respect to Borrower, any other Obligor or stay against collectingotherwise in connection with the execution and delivery by Guarantors of this Guarantee and Guarantors are not in any respect relying upon Agent, all Lenders, or any of the Obligations (them, or any interest thereonstatements by Lender in connection with this Guarantee. (c) Unless and until the indefeasible payment and satisfaction in or as a result full of any such proceeding; or all of the Guaranteed Obligations in immediately available funds and the termination of the financing arrangements of Agent and Lenders with Borrower, each Guarantor hereby irrevocably and unconditionally waives and relinquishes (xvi) all statutory, contractual, common law, equitable and all other claims against Borrower, (ii) any action taken by Lender that is authorized by this Section collateral for the Guaranteed Obligations or other assets of Borrower or any other provision Obligor, (iii) all rights of subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Agent, Lenders, or any Transaction Document. Until all of the Obligations have been paid in fullthem, by any Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor hereunder and (iv) any and all other notices benefits which any Guarantor might otherwise directly or demands indirectly receive or be entitled to receive by reason of any kind amounts paid by or nature whatsoever with respect to collected or due from Guarantors, Borrower or any other Obligor upon the Obligations, and all notices of acceptance of this Guaranty Guaranteed Obligations or of the existence, creation or incurrence of new or additional Obligationsrealized from their property.

Waivers and Consents. (a) Each Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person other than such Guarantor and, in full recognition of that fact, such Guarantor consents and agrees that Lender Vicis may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (i) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the other terms of the Obligations or any part thereof, including without limitation any increase or decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof, or any of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender Vicis in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender Vicis or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower Issuer or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of such Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. (b) Upon the occurrence and during the continuance of any Event of Default, Lender Vicis may enforce this Guaranty independently of any other remedy, guaranty or security Lender Vicis at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender Vicis to marshal assets in favor of a BorrowerIssuer, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Each Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, Vicis to marshal assets in favor of a Borrower Issuer or any other Person or to proceed against a Borrower Issuer or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender Vicis may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender Vicis may file a separate action or actions against any Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Each Guarantor agrees that Lender Vicis and Borrowers Issuer may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The rights of Lender Vicis hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender Vicis upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender Vicis created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers Issuer or any other guarantor of the Obligations and whether or not any Borrower Issuer or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability or other defense of any Borrower Issuer or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all of the Obligations); (ii) the unenforceability or invalidity of any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower Issuer or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender Vicis to marshal assets in favor of any Borrower Issuer or any other Person; (v) any failure of Lender Vicis to give notice of sale or other disposition of collateral to any Borrower Issuer or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender Vicis to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any Obligation, including, without limitation, any failure of Lender Vicis to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation; (vii) any act or omission of Lender Vicis or others that directly or indirectly results in or aids the discharge or release of any Borrower Issuer or any other guarantor of the Obligations, or of any security or guaranty therefor by operation of Law or otherwise; (viii) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (ix) any failure of Lender Vicis to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ixx) the election by LenderVicis, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (xxi) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xixii) any use of collateral under Section 363 of the United States Bankruptcy Code; (xiixiii) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xiiixiv) the avoidance of any lien or security interest in favor of Lender Vicis for any reason; (xivxv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Obligations (or any interest thereon) in or as a result of any such proceeding; or (xvxvi) any action taken by Lender Vicis that is authorized by this Section or any other provision of any Transaction Document. Until all of the Obligations have been paid in full, each Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. (e) Each Guarantor represents and warrants to Vicis that it has established adequate means of obtaining from Issuer, on a continuing basis, financial and other information pertaining to the business, operations and condition (financial and otherwise) of Issuer and its assets and properties. Each Guarantor hereby expressly waives and relinquishes any duty on the part of Vicis (should any such duty exist) to disclose to such Guarantor any matter, fact or thing related to the business, operations or condition (financial or otherwise) of Issuer or its assets or properties, whether now known or hereafter known by Vicis during the life of this Guaranty. With respect to any of the Obligations, Vicis need not inquire into the powers of Issuer or agents acting or purporting to act on its behalf, and all Obligations made or created in good faith reliance upon the professed exercise of such powers shall be guaranteed hereby. (f) This is a continuing guaranty and shall remain in full force and effect as to all of the Obligations until all amounts owing by Issuer to Vicis on the Obligations shall have been paid in full. (g) Each Guarantor expressly waives any claim for reimbursement, contribution, indemnity or subrogation which such Guarantor may have against Issuer as a guarantor of the Obligations and any other legal or equitable claim against Issuer arising out of the payment of the Obligations by such Guarantor or from the proceeds of any collateral for this Guaranty, until all amounts owing to Vicis under the Obligations shall have been paid in full and all commitments to lend have been terminated or expired. In furtherance, and not in limitation, of the foregoing waiver, until all amounts owing to Vicis under the Obligations shall have been paid in full, each Guarantor hereby agrees that no payment by such Guarantor pursuant to this Guaranty shall constitute such Guarantor a creditor of Issuer. Until all amounts owing to Vicis under the Obligations shall have been paid in full, each Guarantor shall not seek any reimbursement from Issuer in respect of payments made by such Guarantor in connection with this Guaranty, or in respect of amounts realized by Vicis in connection with any collateral for the Obligations, and each Guarantor expressly waives any right to enforce any remedy that Vicis now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any collateral now or hereafter held by Vicis. No claim which any Guarantor may have against any other guarantor of any of the Obligations or against Issuer, to the extent not waived pursuant to this Section, shall be enforced nor any payment accepted until the Obligations are paid in full and all such payments are not subject to any right of recovery.

Waivers and Consents. (a) Guarantor acknowledges that Notice of acceptance of this Guarantee, the obligations undertaken herein involve the guaranty making of obligations of a Person loans and advances and providing other than Guarantor andfinancial accommodations to Borrowers and presentment, in full recognition of that fact, Guarantor consents and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, protest, notice of protest, notice of nonpayment or default and without affecting the enforceability or continuing effectiveness hereof: (i) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the all other terms of the Obligations or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof, or any of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative notices to any of the Transaction Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. (b) Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor Guarantor is entitled are hereby waived by each Guarantor. Each Guarantor also waives notice of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable lawand hereby consents to, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability amendment, modification, waiver, supplement, extension, renewal, or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all restatement of the Obligations); (ii) the unenforceability or invalidity of Loan Agreement and any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any ObligationFinancing Agreements, including, without limitation, any failure extensions of Lender to conduct a commercially reasonable sale time of payment of or other disposition increase or decrease in the amount of any collateral of the Guaranteed Obligations, the interest rate, fees, other charges, or any Collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of Collateral or guarantees now or at any time held by or available to Agent for itself and the benefit of Lenders for the obligations of any Borrower, Guarantor or any other party at any time liable on or in respect of the Guaranteed Obligations or who is the owner of any property which is security for the Guaranteed Obligations (individually, an “Obligor” and collectively, the “Obligors”), including, without limitation, the surrender or release by Agent of any Obligation; one Guarantor hereunder, (viiiii) the exercise of, or refraining from the exercise of any rights against any Borrower, any Guarantor or any other Obligor or any Collateral, (iv) the settlement, compromise or release of, or the waiver of any default with respect to, any of the Guaranteed Obligations and (v) any act or omission of financing by Agent and/or any Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or any other guarantor of the Obligations, or of any security or guaranty therefor by operation of Law or otherwise; (viii) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of under Section 1111(b)(2) 364 of the United States Bankruptcy Code; (x) any extension of credit Code or consent to the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of cash collateral by Agent and/or Lenders under Section 363 of the United States Bankruptcy Code; . Each Guarantor agrees that the amount of the Guaranteed Obligations shall not be diminished and the liability of Guarantors hereunder shall not be otherwise impaired or affected by any of the foregoing. (xiib) No invalidity, irregularity or unenforceability of all or any agreement part of the Guaranteed Obligations shall affect, impair or stipulation with be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of any Borrower in respect of any of the Guaranteed Obligations, or any one Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the provision foregoing, the liability of adequate protection Guarantors hereunder shall not be discharged or impaired in any bankruptcy proceeding respect by reason of any Person; (xiii) the avoidance failure by Agent or any Lender to perfect or continue perfection of any lien or security interest in favor any collateral or any delay by Agent or any Lender in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of any case with respect to any Borrower under the United States Bankruptcy Code or any similar statute, each Guarantor shall be liable therefor, even if such Borrower’s liability for such amounts does not, or ceases to, exist by operation of law. Each Guarantor acknowledges that Agent and Lenders have not made any representations to any Guarantor with respect to any Borrower, any other Obligor or otherwise in connection with the execution and delivery by Guarantors of this Guarantee and such Guarantors are not in any respect relying upon Agent or any Lender for or any reason; statements by Agent or any Lender in connection with this Guarantee. (xivc) any bankruptcyUnless and until the indefeasible payment and satisfaction in full of all of the Guaranteed Obligations in immediately available funds and the termination of the financing arrangements of Agent and Lenders with Borrowers, insolvencyto the fullest extent permitted by law, reorganizationeach Guarantor hereby irrevocably and unconditionally waives and relinquishes (i) all statutory, arrangementcontractual, readjustment of debtcommon law, liquidation or dissolution proceeding commenced by or equitable and all other claims against any PersonBorrower, including without limitation any discharge of, Collateral for the Guaranteed Obligations or bar or stay against collecting, all or any of the Obligations (or any interest thereon) in or as a result other assets of any such proceeding; or (xv) any action taken by Lender that is authorized by this Section Borrower or any other provision of Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Agent or any Transaction Document. Until all of the Obligations have been paid in full, Lender by each Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor hereunder and (ii) any and all other notices benefits which any Guarantor might otherwise directly or demands indirectly receive or be entitled to receive by reason of any kind amounts paid by or nature whatsoever with respect to collected or due from Guarantors, Borrowers or any other Obligor upon the ObligationsGuaranteed Obligations or realized from their property. The foregoing waiver of rights is made in favor of Agent, the Lenders, and all notices their respective successors and assigns only and shall not be deemed a waiver of acceptance such rights for the benefit of this Guaranty any other creditor of Borrower or of the existence, creation or incurrence of new or additional Obligationsany other Obligor.

Waivers and Consents. (a) Guarantor acknowledges that Notice of acceptance of this Guarantee, the obligations undertaken herein involve the guaranty making of obligations of a Person loans and advances and providing other than Guarantor andfinancial accommodations to Borrower and presentment, in full recognition of that fact, Guarantor consents and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, protest, notice of protest, notice of nonpayment or default and without affecting the enforceability or continuing effectiveness hereof: (i) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the all other terms of the Obligations or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof, or any of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative notices to any of the Transaction Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a which Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect is entitled are hereby waived by Guarantor to all or any part of the Obligations. (b) Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law. Guarantor also waives notice of and hereby consents to, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability amendment, modification, supplement, extension, renewal, or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all restatement of the Obligations); (ii) the unenforceability or invalidity of Loan Agreement and any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any ObligationFinancing Agreements, including, without limitation, any failure extensions of Lender to conduct a commercially reasonable sale time of payment of or other disposition increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or other security guarantees now or at any time held by or available to Agent for any Obligation; (vii) any act or omission itself and for the benefit of Lender or others that directly or indirectly results in or aids the discharge or release Lenders for the obligations of any Borrower or any other guarantor party at any time liable on or in respect of the ObligationsGuaranteed Obligations or who is the owner of any property which is security for the Guaranteed Obligations (individually, an “Obligor” and collectively, the “Obligors”), (iii) the exercise of, or refraining from the exercise of any security rights against Borrower, Guarantor or guaranty therefor by operation any other Obligor or any collateral, (iv) the settlement, compromise or release of, or the waiver of Law or otherwise; any default with respect to, any of the Guaranteed Obligations and (viiiv) any failure financing by Agent and/or any Lender of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Borrower under Section 1111(b)(2) 364 of the United States Bankruptcy Code; (x) any extension Code or consent to the use of credit or the grant of any lien cash collateral by Agent and Lenders under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of collateral under Section 363 . Guarantor agrees that the amount of the United States Bankruptcy Code; Guaranteed Obligations shall not be diminished and the liability of Guarantor hereunder shall not be otherwise impaired or affected by any of the foregoing. (xiib) No invalidity, irregularity or unenforceability of all or any agreement part of the Guaranteed Obligations shall affect, impair or stipulation with be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower in respect of any of the Guaranteed Obligations, or Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the provision foregoing, the liability of adequate protection Guarantor hereunder shall not be discharged or impaired in any bankruptcy proceeding respect by reason of any Person; (xiii) the avoidance failure by Agent to perfect or continue perfection of any lien or security interest in favor any collateral or any delay by Agent in perfecting any such lien or security interest. As to Guaranteed Obligations consisting of Lender interest, fees and expenses, whether arising before or after the commencement of any case with respect to Borrower under the United States Bankruptcy Code or any similar statute, Guarantor shall be liable therefor, even if Borrower’s liability for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge ofsuch amounts does not, or bar ceases to, exist by operation of law. Guarantor acknowledges that neither Agent nor any Lender has made any representations to Guarantor with respect to Borrower, any other Obligor or stay against collecting, all otherwise in connection with the execution and delivery by Guarantor of this Guarantee and Guarantor is not in any respect relying upon Agent or any Lender or any statements by Agent or any Lender in connection with this Guarantee. (c) Unless and until the termination of the Commitments and the indefeasible payment and satisfaction in full of all outstanding and unpaid Guaranteed Obligations in immediately available funds and the delivery of cash collateral to Agent (or at Agent’s option, a letter of credit issued for the account of Borrower) to the extent required under Section 13.1 of the Loan Agreement, Guarantor hereby irrevocably and unconditionally waives and relinquishes (i) all statutory, contractual, common law, equitable and all other claims against Borrower, any interest thereon) in collateral for the Guaranteed Obligations or as a result other assets of any such proceeding; or (xv) any action taken by Lender that is authorized by this Section Borrower or any other provision of Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Agent or any Transaction Document. Until all of the Obligations have been paid in full, Lender by Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor hereunder and (ii) any and all other notices benefits which Guarantor might otherwise directly or demands indirectly receive or be entitled to receive by reason of any kind amounts paid by or nature whatsoever with respect to collected or due from Guarantor, Borrower or any other Obligor upon the Obligations, and all notices of acceptance of this Guaranty Guaranteed Obligations or of the existence, creation or incurrence of new or additional Obligationsrealized from their property.

Waivers and Consents. (a) The Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person Persons other than that of the Guarantor and, in full recognition of that fact, Guarantor consents and agrees that Lender the Bank may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (ia) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the other terms of the Guarantied Obligations or any part thereof, including without limitation any increase or decrease of the principal amount thereof or the rate(s) of interest thereon; (iib) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Guarantied Obligations or any part thereof, or any of the Transaction Loan Documents to which the Guarantor is not a party or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iiic) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Loan Documents or the Guarantied Obligations or any part thereof; (ivd) accept partial payments on the Guarantied Obligations; (ve) receive and hold additional security or guaranties for the Guarantied Obligations or any part thereof; (vif) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender the Bank in its sole and absolute discretion may determine; (viig) release any Person from any personal liability with respect to the Guarantied Obligations or any part thereof; (viiih) settle, release on terms satisfactory to Lender the Bank or by operation of applicable Law laws or otherwise, otherwise liquidate or enforce any Guarantied Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ixi) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower the Borrower, the Guarantor or any other Person, and correspondingly restructure the Guarantied Obligations, and any such merger, change, restructuring or termination shall not affect the liability of the Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guarantied Obligations. (b) . Upon the occurrence and during the continuance of any Event of Default, Lender the Bank may enforce this Subsidiary Guaranty independently as to the Guarantor and independently of any other remedy, guaranty remedy or security Lender the Bank at any time may have or hold in connection with the Guarantied Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. The Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, Bank to marshal assets in favor of a the Borrower or any other Person or to proceed against a Borrower the Borrower, or against any other guarantor of or other surety for the Obligations Guarantied Obligations, or any collateral provided by any Person, and agrees that Lender may proceed upon or against any obligor and/or the collateral security or remedy, before proceeding to enforce this Subsidiary Guaranty, in such order as it shall determine in its sole and absolute discretion. Lender The Bank may file a separate action or actions against Guarantor, the Borrower and/or the Guarantor without respect to whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. The Guarantor agrees that Lender the Bank and Borrowers the Borrower and any Affiliates of the Borrower may deal with each other in connection with the Guarantied Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Subsidiary Guaranty. (c) . The Bank's rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Subsidiary Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by Lender the Bank upon the bankruptcy, insolvency or reorganization of the Borrower or any other Person, or otherwise, all as though such amount had not been paid. The rights of Lender the Bank created or granted herein and the enforceability of this Subsidiary Guaranty with respect to the Guarantor at all times shall remain effective at all times to guarantee guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, including or any part thereof thereof, or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers the Borrower or any other guarantor of the Obligations surety and whether or not any the Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, . The Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: of (ia) any disability or other defense of any the Borrower or any other guarantor for the Obligations with respect to the Obligations Guarantied Obligations, (other than full payment and performance of all of the Obligations); (iib) the unenforceability or invalidity of any security for or guaranty of for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations; , (iiic) the cessation for any cause whatsoever of the liability of any the Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Guarantied Obligations); , (ivd) any failure of Lender the Bank to marshal assets in favor of any the Borrower or any other Person; , (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any Obligation, including, without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation; (viie) any act or omission of Lender the Bank or others that directly or indirectly results in or aids the discharge or release of any the Borrower or any other guarantor of the Obligations, Guarantied Obligations or of any security or guaranty therefor by operation of Law law or otherwise; , (viiif) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (g) any failure of Lender the Bank or others to file or enforce a claim in any bankruptcy or insolvency, administration, receivership, creditors arrangement or other analogous proceeding with respect to any Person; , (ixh) the election by Lenderthe Bank, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; , (xi) any extension of credit or the grant of any lien Lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 364 of the Bankruptcy Code; , (xij) any use of cash collateral under Section 363 of the United States Bankruptcy Code; , (xiik) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; , (xiiil) the avoidance of any lien Lien or security interest in favor of Lender the Bank for any reason; , (xivm) any bankruptcy, insolvency, administration, receivership, or analogous situations, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Guarantied Obligations (or any interest thereon) in or as a result of any such proceeding; , or (xvn) any action taken by Lender the Bank that is authorized by this Section or any other provision of any Transaction Loan Document. Until all of the Obligations have been paid in full, The Guarantor expressly waives all presentmentssetoffs and counterclaims (except the Guarantor shall be entitled to assert any claim that is available to the primary obligor in respect of the Guarantied Obligations; provided that no such claim shall excuse the Guarantor from its obligation to pay the Guarantied Obligations upon demand pursuant to Section 2 hereof), presentment, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the ObligationsGuarantied Obligations (except notices expressly required by the Loan Documents), and all notices of acceptance of this Subsidiary Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. Without limiting the foregoing, the Guarantor intends to waive any and all of the rights and defenses described in California Civil Code Sections 2819-2825, inclusive, and 2856(a) (including any similar laws enacted and in effect in any other jurisdiction), without regard to the inclusion of any particular language or phrases in this Subsidiary Guaranty to waive any such rights and defenses or any references to statutory provisions or judicial decisions.

Waivers and Consents. (a) Each Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person Persons other than such Guarantor and, in full recognition of that fact, Guarantor consents and agrees that Lender each of Beneficiary and Collateral Agent, as applicable, may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (ia) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the other terms of the Guarantied Obligations or any part thereof, including including, without limitation limitation, any increase or decrease of the principal amount thereof or the rate(s) of interest thereon; (iib) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Guarantied Obligations or any part thereof, or any of the Transaction Documents to which such Guarantor is not a party or any additional security or guaranties, or any any, condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iiic) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Documents or the Guarantied Obligations or any part thereof; (ivd) accept partial payments on the Guarantied Obligations; (ve) receive and hold additional security or guaranties for the Guarantied Obligations or any part thereof; (vif) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender Beneficiary or Collateral Agent, as applicable, in its sole and absolute discretion may determine; (viig) release any Person from any personal liability with respect to the Guarantied Obligations or any part thereof; (viiih) settle, release on terms satisfactory to Lender Beneficiary or Collateral Agent, as applicable, or by operation of applicable Law Laws or otherwise, otherwise liquidate or enforce any Guarantied Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ixi) consent to the merger, change or any other restructuring or termination of the corporate organizational existence of a Borrower Borrower, such Guarantor or any other Person, and correspondingly restructure the Guarantied Obligations, and any such merger, change, restructuring or termination shall not affect the liability of such Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guarantied Obligations. (b) . Upon the occurrence and during the continuance of any Event of Default, Lender Beneficiary may enforce this Guaranty Guaranty, except to the extent prohibited by applicable Law, independently as to any Guarantor and independently of any other remedy, guaranty remedy or security Lender Beneficiary or Collateral Agent, as applicable, at any time may have or hold in connection with the Guarantied Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Each Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, Beneficiary or Collateral Agent to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender each of Beneficiary and Collateral Agent, as applicable, may proceed against Borrower or any obligor and/or the collateral other Person, or upon or against any security or remedy, before proceeding to enforce this Guaranty, in such order as it Borrower or Collateral Agent, as applicable, shall determine in its sole and absolute discretion. Lender Beneficiary and Collateral Agent, as applicable, each may file a separate action or actions against GuarantorBorrower, each Guarantor or any other Loan Party without respect to whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Each Guarantor agrees that Lender each of Beneficiary, Collateral Agent, each Guarantor, and Borrowers Borrower and any Affiliates of Borrower may deal with each other in connection with the Guarantied Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the this Guaranty or any security of for this Guaranty. (c) The . Beneficiary’s rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by Lender Beneficiary upon the bankruptcy, insolvency or reorganization of Borrower or any other Person, or otherwise, all as though such amount had not been paid. The rights of Lender Beneficiary and Collateral Agent created or granted herein and the enforceability of this Guaranty with respect to each Guarantor at all times shall remain effective at all times to guarantee guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, including or any part thereof thereof, or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations or surety and whether or not Borrower shall have any personal liability with respect thereto. (d) To . Except to the extent permitted by Guarantors are prohibited from waiving pursuant to applicable lawLaw, each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (ia) any disability or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all of the Guarantied Obligations); (iib) the unenforceability or invalidity of any security for or guaranty of for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations; (iiic) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full indefeasible payment and performance of all Guarantied Obligations); (ivd) any failure of Lender Beneficiary or Collateral Agent to marshal assets in favor of any Borrower or any other Person; (ve) any failure of Lender Collateral Agent to give notice of sale or other disposition of collateral Collateral to any Borrower Guarantor or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateralCollateral; (vif) any failure of Lender Collateral Agent to comply with applicable Laws in connection with the sale or other disposition of any collateral Collateral or other security for any Guarantied Obligation, including, including without limitation, any failure of Lender Collateral Agent to conduct a commercially reasonable sale or other disposition of any collateral Collateral or other security for any Guarantied Obligation; (viig) any act or omission of Lender Beneficiary, Collateral Agent or others that directly or indirectly results in or aids the discharge or release of any Borrower or any other guarantor of the Obligations, Guarantied Obligations or of any security or guaranty therefor by operation of Law law or otherwise; (viiih) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (i) any failure of Lender Beneficiary or Collateral Agent to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ixj) the election by LenderBeneficiary or Collateral Agent, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (xk) any extension of credit or the grant of any lien Lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 364 of the United States Bankruptcy Code; , (xil) any use of cash collateral under Section 363 of the United States Bankruptcy Code; , (xiim) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xiiin) the avoidance of any lien or security interest Lien in favor of Lender Collateral Agent or Beneficiary for any reason; (xivo) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Guarantied Obligations (or any interest thereon) in or as a result of any such proceeding; (p) the benefits of any provision of applicable “one-action” or similar statutes, including, without limitation, to the extent permitted in paragraphs 40.495(2) and 40.495(4) of the Nevada Revised Statutes (“NRS”), the benefits of the one-action rule under NRS Section 40.430; or (xvq) any action taken by Lender Beneficiary or Collateral Agent that is authorized by this Section or any other provision of any Transaction DocumentDocuments. Until all of the Obligations have been paid in full, Each Guarantor expressly waives any benefit of and any right to participate in any security now or hereafter held by Beneficiary or Collateral Agent. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Waivers and Consents. (a) Each Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person Persons other than such Guarantor and, in full recognition of that fact, Guarantor consents and agrees that Lender Secured Party may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (ia) supplement, modify, amend, extend, renew, accelerate renew or otherwise change the time for payment or the other terms of the Guarantied Obligations or any part thereof, including without limitation any increase or decrease of the principal amount thereof or the rate(s) of interest thereon; (iib) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Guarantied Obligations or any part thereof, or any of the Transaction Loan Documents to which such Guarantor is not a party or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iiic) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Loan Documents or the Guarantied Obligations or any part thereof; (ivd) accept partial payments on the Guarantied Obligations; (ve) receive and hold additional security or guaranties for the Guarantied Obligations or any part thereof; (vif) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender Secured Party in its sole and absolute discretion may determine; (viig) release any Person from any personal liability with respect to the Guarantied Obligations or any part thereof; (viiih) settle, release on terms satisfactory to Lender Secured Party or by operation of applicable Law Laws or otherwise, otherwise liquidate or enforce any Guarantied Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ixi) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower Borrower, any Guarantor or any other Person, and correspondingly restructure the Guarantied Obligations, and any such merger, change, restructuring or termination shall not affect the liability of any Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guarantied Obligations. (b) . Upon the occurrence and during the continuance of any Event of Default, Lender Secured Party may enforce this Guaranty independently as to each Guarantor and independently of any other remedy, guaranty remedy or security Lender the Secured Party at any time may have or hold in connection with the Guarantied Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Each Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, Secured Party to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any PersonBorrower, and agrees that Lender Secured Party may proceed against Borrower, or upon or against any obligor and/or the collateral security or remedy, before proceeding to enforce this Guaranty, in such order as it shall determine in its sole and absolute discretion. Lender Secured Party may file a separate action or actions against Guarantor, Borrower and/or any Guarantor without respect to whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees Guarantors agree that Lender Secured Party and Borrowers Borrower and any Affiliates of Borrower may deal with each other in connection with the Guarantied Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The . Secured Party’s rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by Lender Secured Party upon the bankruptcy, insolvency or reorganization of Borrower or any other Person, or otherwise, all as though such amount had not been paid. The rights of Lender Secured Party created or granted herein and the enforceability of this Guaranty with respect to Guarantors at all times shall remain effective at all times to guarantee guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, including or any part thereof thereof, or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations or surety and whether or not Borrower shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, . Each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: of (ia) any disability or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations Guarantied Obligations, (other than full payment and performance of all of the Obligations); (iib) the unenforceability or invalidity of any security for or guaranty of for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations; , (iiic) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Guarantied Obligations); , (ivd) any failure of Lender Secured Party to marshal assets in favor of any Borrower or any other Person; , (ve) except as otherwise required by Law or as provided in this Guaranty, any failure of Lender Secured Party to give notice of sale or other disposition of collateral Collateral to any Borrower such Guarantor or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; Collateral, (vif) except as otherwise required by Law or as provided in this Guaranty, any failure of Lender Secured Party to comply with applicable Laws in connection with the sale or other disposition of any collateral Collateral or other security for any Guarantied Obligation, including, without limitation, any failure of Lender Secured Party to conduct a commercially reasonable sale or other disposition of any collateral Collateral or other security for any Guarantied Obligation; , (viig) any act or omission of Lender Secured Party or others that directly or indirectly results in or aids the discharge or release of any Borrower or any other guarantor of the Obligations, Guarantied Obligations or of any security or guaranty therefor by operation of Law law or otherwise; , (viiih) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender Secured Party to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; , (ixj) the election by LenderSecured Party, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; , (xk) any extension of credit or creditor the grant of any lien Lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 364 of the United States Bankruptcy Code; , (xil) any use of cash collateral under Section 363 of the United States Bankruptcy Code; , (xiim) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; , (xiiin) the avoidance of any lien or security interest Lien in favor of Lender Secured Party for any reason; , (xivo) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Guarantied Obligations (or any interest thereon) in or as a result of any such proceeding; or , (xvp) to the extent permitted in paragraph 40.495(4) of the NRS, the benefits of the one-action rule under NRS Section 40.430, (q) any action taken by Lender Secured Party that is authorized by this Section or any other provision of any Transaction Loan Document. Until all of the Obligations have been paid in full, Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

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

Waivers and Consents. (a) Guarantor acknowledges that Notice of acceptance of this Guarantee, the obligations undertaken herein involve the guaranty making of obligations of a Person loans and advances and providing other than Guarantor andfinancial accommodations to Borrower and presentment, in full recognition of that fact, Guarantor consents and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, protest, notice of protest, notice of nonpayment or default and without affecting the enforceability or continuing effectiveness hereof: (i) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the all other terms of the Obligations or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof, or any of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative notices to any of the Transaction Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a which Borrower or any other PersonGuarantor is entitled are hereby waived by each Guarantor. Each Guarantor also waives notice of and hereby consents to, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. (b) Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability amendment, modification, supplement, extension, renewal, or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all restatement of the Obligations); (ii) the unenforceability or invalidity of Loan Agreement and any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any ObligationFinancing Agreements, including, without limitation, any failure extensions of Lender to conduct a commercially reasonable sale time of payment of or other disposition increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or other security guarantees now or at any time held by or available to Lender for any Obligation; (vii) any act or omission the obligations of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or any other guarantor party at any time liable on or in respect of the ObligationsGuaranteed Obligations or who is the owner of any property which is security for the Guaranteed Obligations (individually, an “Obligor” and collectively, the “Obligors”), including, without limitation, the surrender or release by Agent of any one of Guarantors hereunder, (iii) the exercise of, or refraining from the exercise of any security rights against Borrower, any Guarantor or guaranty therefor by operation any other Obligor or any collateral, (iv) the settlement, compromise or release of, or the waiver of Law or otherwise; any default with respect to, any of the Guaranteed Obligations and (viiiv) any failure financing by Agent or any Lender of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Borrower under Section 1111(b)(2) 364 of the United States Bankruptcy Code; (x) any extension of credit Code or consent to the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of cash collateral by Agent or Lenders under Section 363 of the United States Bankruptcy Code; . Each Guarantor agrees that the amount of the Guaranteed Obligations shall not be diminished and the liability of Guarantors hereunder shall not be otherwise impaired or affected by any of the foregoing. (xiib) No invalidity, irregularity or unenforceability of all or any agreement part of the Guaranteed Obligations shall affect, impair or stipulation with be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower in respect of any of the Guaranteed Obligations, or any Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the provision foregoing, the liability of adequate protection any Guarantor hereunder shall not be discharged or impaired in any bankruptcy proceeding respect by reason of any Person; (xiii) the avoidance failure by Agent or any Lender to perfect or continue perfection of any lien or security interest in favor any collateral or any delay by Agent or any Lender in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of Lender any case with respect to Borrower under the United States Bankruptcy Code or any similar statute, each Guarantor shall be liable therefor, even if Borrower’s liability for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge ofsuch amounts does not, or bar ceases to, exist by operation of law. Each Guarantor acknowledges that Agent and Lenders have not made any representations to any Guarantor with respect to Borrower, any other Guarantor or stay against collecting, all Obligor or otherwise in connection with the execution and delivery by any Guarantor of this Guarantee and each Guarantor is not in any respect relying upon Agent or any of the Obligations (Lender or any interest thereon) in or as a result of any such proceeding; or (xv) any action taken statements by Lender that is authorized by this Section Agent or any other provision of any Transaction Document. Lender in connection with this Guarantee. (c) Until all of the Guaranteed Obligations have been fully and finally paid and satisfied in fullfull in immediately available funds and the Financing Agreements have been terminated, (i) each Guarantor expressly hereby irrevocably and unconditionally waives and relinquishes all presentmentsstatutory, demands for payment or performancecontractual, notices of nonpayment or nonperformancecommon law, protests, notices of protest, notices of dishonor equitable and all other notices claims against Borrower, any collateral for the Guaranteed Obligations or demands other assets of Borrower or any other Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Agent or any Lender by each Guarantor hereunder and (ii) each Guarantor hereby further irrevocably and unconditionally waives and relinquishes any and all other benefits which Guarantors might otherwise directly or indirectly receive or be entitled to receive by reason of any kind amounts paid by or nature whatsoever with respect to collected or due from Guarantors, Borrower or any other Obligor upon the Obligations, and all notices of acceptance of this Guaranty Guaranteed Obligations or of the existence, creation or incurrence of new or additional Obligationsrealized from their property.

Waivers and Consents. (a) Guarantor acknowledges that Notice of acceptance of this Guarantee, the obligations undertaken making of loans and advances and providing other financial accommodations to Borrower and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which Borrower or any of Guarantors are entitled are hereby waived by each of Guarantors. Each of Guarantors also waives notice of and hereby consents to (i) any amendment, modification, supplement, extension, renewal, or restatement of the Loan Agreement and any of the other Financing Agreements, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations or any collateral, and the guarantee made herein involve the guaranty of obligations of a Person other than Guarantor and, in full recognition of that fact, Guarantor consents and agrees that Lender may, shall apply to the extent permitted under Loan Agreement and the Transaction Documentsother Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or guarantees now or at any time held by or available to Lenders' Agent or either of Lenders for the obligations of Borrower or any other party at any time liable on or in respect of the Guaranteed Obligations or who is the owner of any property which is security for the Guaranteed Obligations (individually, an "Obligor" and from time to timecollectively, the "Obligors"), including, without notice limitation, the surrender or demandrelease by Lenders' Agent of any one of Guarantors hereunder, and without affecting (iii) the enforceability exercise of, or continuing effectiveness hereof: refraining from the exercise of any rights against Borrower, any of Guarantors or any other obligor or any collateral, (iiv) supplementthe settlement, modifycompromise or release of, amend, extend, renew, accelerate or otherwise change the time for payment or the other terms waiver of the Obligations or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent default with respect to, the Obligations or any part thereof, or any of the Transaction Documents Guaranteed Obligations and (v) any financing by Lenders' Agent or any additional security Lenders of Borrower under Section 364 of the United States Bankruptcy Code or guaranties, consent to the use of cash collateral by Lenders' Agent or any condition, covenant, default, remedy, right, representation Lenders under Section 363 of the United Staxxx Xxxxxxxxxx Xxxx. Xxxx xx Xxarantors agrees that the amount of the Guaranteed Obligations shall not be diminished and the liability of Guarantors hereunder shall not be otherwise impaired or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to affected by any of the Transaction Documents foregoing. (b) No invalidity, irregularity or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner unenforceability of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. (b) Upon the occurrence and during the continuance Guaranteed Obligations shall affect, impair or be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower in respect of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Guaranteed Obligations, and it or any one of Guarantors in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the foregoing, the liability of Guarantors hereunder shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations discharged or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined impaired in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all of the Obligations); (ii) the unenforceability or invalidity of any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender by Lenders' Agent or Lenders to marshal assets in favor of any Borrower perfect or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any Obligation, including, without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation; (vii) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or any other guarantor of the Obligations, or of any security or guaranty therefor by operation of Law or otherwise; (viii) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (x) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of collateral under Section 363 of the United States Bankruptcy Code; (xii) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xiii) the avoidance continue perfection of any lien or security interest in any collateral or any delay by Lenders' Agent or Lenders in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of any case with respect to Borrower under the United States Bankruptcy Code or any similar statute, Guarantors shall be liable therefor, even if Borrower's liability for such amounts does not, or ceases to, exist by operation of law. (c) Until the Loan Agreement and all other Financing Agreements have been terminated and all Obligations (as defined in the Loan Agreement) have been indefeasibly paid and satisfied in full, each of Guarantors hereby subordinates in favor of Lender Lenders' Agent and Lenders and irrevocably and unconditionally agrees that it shall not assert or enforce (i) statutory, contractual, common law, equitable and all other claims against Borrower, any collateral for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment the Guaranteed Obligations or other assets of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Obligations (or any interest thereon) in or as a result of any such proceeding; or (xv) any action taken by Lender that is authorized by this Section Borrower or any other provision Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Lenders' Agent or Lenders by each of Guarantors hereunder and (ii) any Transaction Document. Until all of the Obligations have been paid in full, Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices benefits which Guarantors might otherwise directly or demands indirectly receive or be entitled to receive by reason of any kind amounts paid by or nature whatsoever with respect to collected or due from Guarantors, Borrower or any other Obligor upon the Obligations, and all notices of acceptance of this Guaranty Guaranteed Obligations or of the existence, creation or incurrence of new or additional Obligationsrealized from their property.

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

Waivers and Consents. (a) Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person other than Guarantor and, in full recognition of that fact, 14.1 Guarantor consents and agrees that Lender District may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (ia) supplement, modify, amend, extend, renew, accelerate accelerate, or otherwise change the time for payment performance or the other terms of the Obligations PDA, Construction and Use Covenant, or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereonAffordability Covenant; (iib) supplement, modify, amend amend, or waive, or enter into or give any agreement, approval approval, or consent with respect to, the Obligations PDA, Construction and Use Covenant, or Affordability Covenant, or any part thereof, or any of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation representation, or term thereof or thereunder; (iiic) accept new or additional instruments, documents documents, or agreements in exchange for or relative to any of the Transaction Documents PDA, Construction and Use Covenant, or the Obligations Affordability Covenant, or any part thereofthereof or performance pursuant thereto; (ivd) accept partial payments on on, or performance of, the Obligationsobligations owed to District and apply any and all payments or recoveries from Developer or any other Person to such of the obligations owed to District as District may elect in its sole discretion; (ve) receive and hold additional security or guaranties for the Obligations obligations owed to District or any part thereof; (vif) release, reconveyre-convey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or transfer, or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender District may elect in its sole and absolute discretion may determine; (viig) release any Person from any personal liability with respect to the Obligations obligations owed to District or any part party thereof; (viiih) settle, release on terms satisfactory to Lender District, as the case may be, or by operation of applicable Applicable Law or otherwise, otherwise liquidate or enforce any Obligations obligations owed to District and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any salesale (other than by reason of the timely and full payment and performance of all obligations owed to District); and/or (ixi) consent to the merger, change or of any other restructuring or termination of the corporate existence of a Borrower Developer or any other Person, Person and correspondingly restructure the Obligationsobligations owed to District, and any such merger, change, restructuring restructuring, or termination shall not affect the liability of such Guarantor or the continuing effectiveness hereof, or the enforceability hereof thereof with respect to all or any part of the Obligationsobligations owed to District; (j) otherwise deal with Developer or any other Person as District may elect in its sole discretion. 14.2 Guarantor expressly agrees that until the Guaranteed Obligations are paid and performed in full and each and every term, covenant, and condition of this Guaranty is fully performed, Guarantor shall not, to the fullest extent permitted by law, be released by or because of: (a) Any act or event which might otherwise discharge, reduce, limit or modify such Guarantor’s obligations under this Guaranty; (b) Upon the occurrence and during the continuance Any waiver, extension, modification, forbearance, delay, or other act or omission of any Event of DefaultDistrict, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or District’s failure to proceed upon promptly or otherwise as against and/or exhaust any security Developer or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty.security; (c) The rights of Lender hereunder shall Any action, omission, or circumstance which might increase the likelihood that such Guarantor may be reinstated and revived, and the enforceability of called upon to perform under this Guaranty shall continue, with respect to any amount at any time paid on account or which might affect the rights or remedies of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable Guarantor as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all of the Obligations); (ii) the unenforceability or invalidity of any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower Developer or any other Person; or (vd) Any dealings occurring at any failure of Lender to give notice of sale or other disposition of collateral to any Borrower time between Developer or any other Person liable for Person, on the Obligations one hand, and District, on the other hand, whether relating to the PDA, Construction and Use Covenant, or any defect in any notice Affordability Covenant, or otherwise. 14.3 Guarantor waives all rights and defenses arising out of an election of remedies by District, even though that election of remedies may be given in connection with any sale or disposition have destroyed such Guarantor’s rights of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any Obligation, including, without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation; (vii) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower subrogation and reimbursement against Developer or any other Person, and even though that election of remedies by District has destroyed such Guarantor’s rights of contribution against another guarantor of the Obligations, or of any security or guaranty therefor by operation of Law or otherwise; (viii) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (x) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of collateral under Section 363 of the United States Bankruptcy Code; (xii) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xiii) the avoidance of any lien or security interest in favor of Lender for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Obligations (or any interest thereon) in or as a result of any such proceeding; or (xv) any action taken by Lender that is authorized by this Section or any other Guaranteed Obligations. 14.4 No provision of any Transaction Document. Until all of the Obligations have been paid in full, Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or shall be construed as limiting the generality of any of the existencecovenants and waivers set forth in Sections 12 and 14. 14.5 Guarantor hereby expressly, creation to the fullest extent permitted by law, waives and surrenders any defense to its liability under this Guaranty based upon any of the foregoing acts, omissions, agreements, waivers, or incurrence matters. It is the purpose and intent of new or additional Obligationsthis Guaranty that the obligations of each Guarantor under it shall be absolute and unconditional under any and all circumstances.

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

Waivers and Consents. (a) Guarantor acknowledges that Notice of acceptance of this Guarantee, the obligations undertaken herein involve the guaranty making of obligations of a Person loans and advances and providing other than Guarantor andfinancial accommodations to Borrower and presentment, in full recognition of that fact, Guarantor consents and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, protest, notice of protest, notice of nonpayment or default and without affecting the enforceability or continuing effectiveness hereof: (i) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the all other terms of the Obligations or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof, notices to which Borrower or any of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative Guarantors are entitled are hereby waived by each of Guarantors. Each of Guarantors also waives notice of and hereby consents to any of the Transaction Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. (b) Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability amendment, modification, supplement, extension, renewal, or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all restatement of the Obligations); (ii) the unenforceability or invalidity of Loan Agreement and any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any ObligationFinancing Agreements, including, without limitation, any failure extensions of Lender to conduct a commercially reasonable sale time of payment of or other disposition increase or decrease in the amount of any of the Guaranteed Obligations or any collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or other security guarantees now or at any time held by or available to Lenders' Agent or either of Lenders for any Obligation; (vii) any act or omission the obligations of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or any other guarantor party at any time liable on or in respect of the ObligationsGuaranteed Obligations or who is the owner of any property which is security for the Guaranteed Obligations (individually, an "Obligor" and collectively, the "Obligors"), including, without limitation, the surrender or release by Lenders' Agent of any one of Guarantors hereunder, (iii) the exercise of, or refraining from the exercise of any security rights against Borrower, any of Guarantors or guaranty therefor by operation any other obligor or any collateral, (iv) the settlement, compromise or release of, or the waiver of Law or otherwise; any default with respect to, any of the Guaranteed Obligations and (viiiv) any failure financing by Lenders' Agent or Lenders of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Borrower under Section 1111(b)(2) 364 of the United States Bankruptcy Code; (x) any extension of credit Code or consent to the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of cash collateral by Lenders' Agent or Lenders under Section 363 of the United States Bankruptcy Code; Banxxxxxxx Xxxx. Xxxx xx Xxxxxxxxxs agrees that the amount of the Guaranteed Obligations shall not be diminished and the liability of Guarantors hereunder shall not be otherwise impaired or affected by any of the foregoing. (xiib) No invalidity, irregularity or unenforceability of all or any agreement part of the Guaranteed Obligations shall affect, impair or stipulation with be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower in respect of any of the Guaranteed Obligations, or any one of Guarantors in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the provision foregoing, the liability of adequate protection Guarantors hereunder shall not be discharged or impaired in any bankruptcy proceeding respect by reason of any Person; (xiii) the avoidance failure by Lenders' Agent or Lenders to perfect or continue perfection of any lien or security interest in any collateral or any delay by Lenders' Agent or Lenders in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of any case with respect to Borrower under the United States Bankruptcy Code or any similar statute, Guarantors shall be liable therefor, even if Borrower's liability for such amounts does not, or ceases to, exist by operation of law. (c) Until the Loan Agreement and all other Financing Agreements have been terminated and all Obligations (as defined in the Loan Agreement) have been indefeasibly paid and satisfied in full, each of Guarantors hereby subordinates in favor of Lender Lenders' Agent and Lenders and irrevocably and unconditionally agrees that it shall not assert or enforce (i) statutory, contractual, common law, equitable and all other claims against Borrower, any collateral for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment the Guaranteed Obligations or other assets of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Obligations (or any interest thereon) in or as a result of any such proceeding; or (xv) any action taken by Lender that is authorized by this Section Borrower or any other provision Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Lenders' Agent or Lenders by each of Guarantors hereunder and (ii) any Transaction Document. Until all of the Obligations have been paid in full, Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices benefits which Guarantors might otherwise directly or demands indirectly receive or be entitled to receive by reason of any kind amounts paid by or nature whatsoever with respect to collected or due from Guarantors, Borrower or any other Obligor upon the Obligations, and all notices of acceptance of this Guaranty Guaranteed Obligations or of the existence, creation or incurrence of new or additional Obligationsrealized from their property.

Waivers and Consents. (a) Guarantor acknowledges that Notice of acceptance of this Guarantee, the obligations undertaken herein involve the guaranty making of obligations of a Person loans and advances and providing other than Guarantor andfinancial accommodations to Borrowers and their affiliates and presentment, in full recognition of that fact, Guarantor consents and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (i) supplementprotest, modifynotice of protest, amend, extend, renew, accelerate or otherwise change the time for notice of non-payment or the default and all other terms of the Obligations notices to which Borrowers and/or their affiliates or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof, or any of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or Guarantor is entitled are hereby waived by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. (b) Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this GuarantyGuarantor. Guarantor expressly also waives any right to require Lender, upon the occurrence notice of and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty.hereby consents to: (c) The rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability amendment, modification, supplement, extension, renewal, or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all restatement of the Obligations); (ii) the unenforceability or invalidity of any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any Loan Agreement and other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any ObligationFinancing Agreements, including, without limitation, any failure extensions of Lender to conduct a commercially reasonable sale time of payment of or other disposition increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Loan Agreement and other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased; (ii) the taking, exchange, surrender and releasing of collateral or other security guarantees now or at any time held by or available to Agent for any Obligation; (vii) any act or omission the obligations of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower Borrowers and/or their affiliates or any other guarantor party at any time liable on or in respect of the ObligationsGuaranteed Obligations or who is the owner of any property which is security for the Guaranteed Obligations (individually, an “Obligor” and collectively, the “Obligors”); (iii) the exercise of, or refraining from the exercise of any security rights against a Borrower and/or its affiliates, Guarantor or guaranty therefor by operation any other Obligor or any collateral; (iv) the settlement, compromise or release of, or the waiver of Law or otherwiseany default with respect to, any of the Guaranteed Obligations; and (viiiv) any failure financing by Agent or Lenders of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Borrowers under Section 1111(b)(2) 364 of the United States Bankruptcy Code; (x) any extension of credit Code or consent to the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of cash collateral by Agent under Section 363 of the United States Bankruptcy Code; . Guarantor agrees that the amount of the Guaranteed Obligations shall not be diminished and the liability of Guarantor hereunder shall not be otherwise impaired or affected by any of the foregoing. (xiib) No invalidity, irregularity or unenforceability of all or any agreement part of the Guaranteed Obligations shall affect, impair or stipulation with be a defence to this Guarantee, nor shall any other circumstance which might otherwise constitute a defence available to or legal or equitable discharge of a Borrower or its affiliates in respect of any of the Guaranteed Obligations, or Guarantor in respect of this Guarantee, affect, impair or be a defence to this Guarantee. Without limitation of the provision foregoing, the liability of adequate protection Guarantor hereunder shall not be discharged or impaired in any bankruptcy proceeding respect by reason of any Person; (xiii) the avoidance failure by Agent to perfect or continue perfection of any lien or security interest in favor any collateral or any delay by Agent in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of Lender any case with respect to a Borrower or its affiliates under any Insolvency Legislation, Guarantor shall be liable therefor, even if a Borrower’s or its affiliates’ liability for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge ofsuch amounts does not, or bar ceases to, exist by operation of law. Guarantor acknowledges that Agent has not made any representations to Guarantor with respect to Borrowers and/or their affiliates, any other Obligor or stay against collecting, all otherwise in connection with the execution and delivery by Guarantor of this Guarantee and Guarantor is not in any respect relying upon Agent or any statements by Agent in connection with this Guarantee. (c) Guarantor hereby irrevocably and unconditionally waives and relinquishes all statutory, contractual, common law, equitable and all other claims against Borrowers and their affiliates, any collateral for the Guaranteed Obligations or other assets of the Obligations (or any interest thereon) in or as a result of any such proceeding; or (xv) any action taken by Lender that is authorized by this Section Borrowers and their affiliates or any other provision of any Transaction Document. Until all Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, set-off or other recourse in respect to sums paid or payable to Agent, for itself, and for the benefit of the Obligations have been paid in full, Tranche B Agent and Lenders by Guarantor expressly hereunder and Guarantor hereby further irrevocably and unconditionally waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and relinquishes any and all other notices benefits which Guarantor might otherwise directly or demands indirectly receive or be entitled to receive by reason of any kind amounts paid by or nature whatsoever with respect collected or due from Guarantor, Borrowers and/or their or any other Obligor upon the Guaranteed Obligations or realized from their property. (d) Notwithstanding anything to the Obligationscontrary contained herein, and all notices of acceptance of this Guaranty or the amount of the existenceobligations payable by Guarantor under this Guarantee shall be the aggregate amount of the Guaranteed Obligations unless a court of competent jurisdiction adjudicates Guarantor’s obligations to be invalid, creation avoidable or incurrence unenforceable for any reason (including, without limitation, because of new any applicable state or additional Obligationsfederal law relating to fraudulent conveyances or transfers), in which case the amount of the Guaranteed Obligations payable by Guarantor hereunder shall be limited to the maximum amount that could be guaranteed by Guarantor without rendering Guarantor’s obligations under this Guarantee invalid, avoidable or unenforceable under such applicable law.

Waivers and Consents. (a) Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to Borrower and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which Borrower or Guarantor acknowledges that is entitled are hereby waived by Guarantor. Guarantor also waives notice of and hereby consents to, (i) any amendment, modification, supplement, extension, renewal, or restatement of the obligations undertaken Loan Agreement and any of the other Financing Agreements, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations or any collateral, and the guarantee made herein involve the guaranty of obligations of a Person other than Guarantor and, in full recognition of that fact, Guarantor consents and agrees that Lender may, shall apply to the extent permitted under Loan Agreement and the Transaction Documentsother Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or guarantees now or at any time held by or available to Lender for the obligations of Borrower or any other party at any time liable on or in respect of the Guaranteed Obligations or who is the owner of any property which is security for the Guaranteed Obligations (individually, an "Obligor" and collectively, the "Obligors"), (iii) the exercise of, or refraining from time to timethe exercise of any rights against Borrower or any other Obligor or any collateral, without notice (iv) the settlement, compromise or demandrelease of, and without affecting the enforceability or continuing effectiveness hereof: (i) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the other terms waiver of the Obligations or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent default with respect to, the Obligations or any part thereof, or any of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Documents or the Guaranteed Obligations or any part thereof; (iv) accept partial payments on the Obligations; and (v) receive and hold additional security any financing by Lender of Borrower under Section 364 of the United States Bankruptcy Code or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer use of any security and bid and purchase at any sale; and/or (ix) consent to cash collateral by Lender under Sectxxx 000 xx xxx Xxxxxx Xxxxxx Xxxkruptcy Code. Guarantor agrees that the merger, change or any other restructuring or termination amount of the corporate existence of a Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination Guaranteed Obligations shall not affect be diminished and the liability of Guarantor hereunder shall not be otherwise impaired or affected by any of the continuing effectiveness hereofforegoing. (b) No invalidity, irregularity or the enforceability hereof with respect to unenforceability of all or any part of the Obligations. (b) Upon the occurrence and during the continuance Guaranteed Obligations shall affect, impair or be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower in respect of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Guaranteed Obligations, and it or Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the foregoing, the liability of Guarantor hereunder shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations discharged or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined impaired in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all of the Obligations); (ii) the unenforceability or invalidity of any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of by Lender to marshal assets in favor of any Borrower perfect or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any Obligation, including, without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation; (vii) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or any other guarantor of the Obligations, or of any security or guaranty therefor by operation of Law or otherwise; (viii) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (x) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of collateral under Section 363 of the United States Bankruptcy Code; (xii) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xiii) the avoidance continue perfection of any lien or security interest in favor any collateral or any delay by Lender in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of Lender any case with respect to Borrower under the United States Bankruptcy Code or any similar statute, Guarantor shall be liable therefor, even if Borrower's liability for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge ofsuch amounts does not, or bar ceases to, exist by operation of law. (c) Guarantor hereby irrevocably and unconditionally waives and relinquishes all statutory, contractual, common law, equitable and all other claims against Borrower, any collateral for the Guaranteed Obligations or stay against collecting, all or any other assets of the Obligations (or any interest thereon) in or as a result of any such proceeding; or (xv) any action taken by Lender that is authorized by this Section Borrower or any other provision of Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Lender by Guarantor hereunder and Guarantor hereby further irrevocably and unconditionally waives and relinquishes any Transaction Document. Until all of the Obligations have been paid in full, Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices benefits which Guarantor might otherwise directly or demands indirectly receive or be entitled to receive by reason of any kind amounts paid by or nature whatsoever with respect to collected or due from Guarantor, Borrower or any other Obligor upon the Obligations, and all notices of acceptance of this Guaranty Guaranteed Obligations or of the existence, creation or incurrence of new or additional Obligationsrealized from their property.

Waivers and Consents. (a) Guarantor Each Grantor acknowledges that the obligations undertaken Liens and security interests created or granted herein involve the guaranty of will or may secure obligations of a Person Persons other than Guarantor such Grantor and, in full recognition of that fact, Guarantor each Grantor consents and agrees that Lender Secured Party may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness security hereof: : (ia) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the other terms of the Obligations or any part thereof, including without limitation any increase or decrease of the principal amount thereof or the rate(s) of interest thereon; ; (iib) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof, thereof or any of the Transaction Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; ; (iiic) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Loan Documents or the Obligations or any part thereof; ; (ivd) accept partial payments on the Obligations; ; (ve) receive and hold additional security or guaranties for the Obligations or any part thereof; ; (vif) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or and enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender Secured Party in its sole and absolute discretion may determine; ; (viig) release any Person or any guarantor from any personal liability with respect to the Obligations or any part thereof; ; (viiih) settle, release on terms satisfactory to Lender Secured Party or by operation of applicable Law Laws or otherwise, otherwise liquidate or enforce any Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or and (ixi) consent to the merger, change or any other restructuring or termination of the corporate existence of a any Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor any Grantor or the continuing effectiveness hereofexistence of any Liens hereunder, under any other Loan Document to which any Grantor is a party or the enforceability hereof or thereof with respect to all or any part of the Obligations. (b) . Upon the occurrence of and during the continuance of any Event of Default, Lender Secured Party may enforce this Guaranty Agreement independently as to each Grantor and independently of any other remedy, guaranty remedy or security Lender Secured Party at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender Secured Party to marshal assets in favor of a Borrowerany Grantor, any other guarantor of the Obligations Borrower or any other Person or to proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce this GuarantyAgreement. Guarantor Each Grantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, Secured Party to marshal assets in favor of a such Grantor, any Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations Person or any collateral provided by any other Person, and agrees that Lender Secured Party may proceed against any obligor Person and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender Secured Party may file a separate action or actions against Guarantorany Grantor, whether action is brought or prosecuted with respect to any other security or against any other Grantor, any Borrower or any other Person, or whether any other Person is joined in any such action or actions. Guarantor Each Grantor agrees that Lender Secured Party and the Borrowers and any other Person may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The Agreement. Secured Party's rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender Secured Party upon the bankruptcy, insolvency or reorganization of any Borrower, any Grantor or any other Person, or otherwise, all as though such amount had not been paid. The rights of Lender Liens created or granted herein and the enforceability of this Guaranty Agreement at all times shall remain effective at all times to guarantee secure the full amount of all the Obligations including, without limitation, the amount of all loans and interest thereon at the rates provided for in the Loan Agreement, even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against the Borrowers or any other guarantor of the Obligations Person and whether or not any Borrower the Borrowers or any other guarantor of the Obligations Person shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor . Each Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: of (ia) any disability or other defense of any Borrower or any other guarantor for the Obligations Person with respect to the Obligations Obligations, (other than full payment and performance of all of the Obligations); (iib) the unenforceability or invalidity of any security for or guaranty of for the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; , (iiic) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations Person (other than by reason of the full payment and performance of all Obligations); , (ivd) any failure of Lender Secured Party to marshal assets in favor of any Borrower such Grantor or any other Person; , (ve) except as otherwise required by Law or as provided in this Agreement, any failure of Lender Secured Party to give notice of sale or other disposition of collateral to any Borrower such Grantor or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; , (vif) except as otherwise required by Law or as provided in this Agreement, any failure of Lender Secured Party to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any Obligation, including, including without limitation, limitation any failure of Lender Secured Party to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation; , (viig) any act or omission of Lender Secured Party or others that directly or indirectly results in or aids the discharge or release of any Borrower Borrower, any Grantor or any other guarantor of Person or the Obligations, Obligations or of any other security or guaranty therefor by operation of law, (h) any Law which provides that the obligation of a surety or otherwise; guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (viiii) any failure of Lender Secured Party to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; , (ixj) the election by LenderSecured Party, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; , (xk) any extension of credit or the grant of any lien Liens under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 364 of the United States Bankruptcy Code; , (xil) any use of cash collateral under Section 363 of the United States Bankruptcy Code; , (xiim) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; , (xiiin) the avoidance of any lien or security interest Liens in favor of Lender Secured Party for any reason; , (xivo) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Obligations (or any interest thereon) in or as a result of any such proceeding; , or (xvp) any action taken by Lender that is authorized by this Section or any other provision to the extent permitted, the benefits of any Transaction Documentform of one-action rule. Until no part of any commitment to lend remains outstanding and all of the Obligations have been paid and performed in full, Guarantor Grantors shall have no right of subrogation, contribution, reimbursement or indemnity, and each Grantor expressly waives any right to enforce any remedy that Secured Party now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any other security now or hereafter held by Secured Party. Each Grantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty Agreement or of the existence, creation or incurrence incurring of new or additional Obligations.

Waivers and Consents. (a) Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person other than Guarantor and, in full recognition of that fact, Completion Guarantor consents and agrees that Lender the Beneficiaries may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (ia) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the other terms of the Secured Obligations or any part thereof, including including, without limitation limitation, any increase or decrease of the principal amount thereof or the rate(s) of interest thereonthereon and any increase or decrease in the principal amount of the Secured Obligations; (iib) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Secured Obligations or any part thereof, or any of the Transaction Documents to which Completion Guarantor is not a party or any additional security or guarantiesguarantees, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iiic) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Documents or the Secured Obligations or any part thereof; (ivd) accept partial payments on the Secured Obligations; (ve) receive and hold additional security or guaranties guarantees for the Secured Obligations or any part thereof; (vif) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guarantiesguarantees, and apply any security and direct the order or manner of sale thereof as Lender the Beneficiaries in its sole and absolute their discretion may determine; (viig) release any Person from any personal liability with respect to the Secured Obligations or any part thereof; (viiih) settle, release on terms satisfactory to Lender the applicable Beneficiary or by operation of applicable Law Laws or otherwise, otherwise liquidate or enforce any of the Secured Obligations and any security or guaranty guarantee therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ixi) consent to the merger, change or any other restructuring or termination of the corporate or other existence of a Borrower or any other PersonObligor, and correspondingly restructure the Secured Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Completion Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guaranteed Obligations. (b) Upon . The Collateral Agent, on behalf of the occurrence and during the continuance of any Event of DefaultBeneficiaries, Lender may enforce this Guaranty Completion Guarantee independently of any other remedy, guaranty remedy or security Lender the Beneficiaries at any time may have or hold in connection with the Secured Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Completion Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, Beneficiaries to marshal assets in favor of a Borrower Borrower, Completion Guarantor or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender the Beneficiaries may proceed against Borrower or any obligor and/or the collateral other Person, or upon or against any security or remedy, before proceeding to enforce this Completion Guarantee, in such order as it they shall determine in its sole and absolute their discretion. Lender The Collateral Agent, on behalf of the Beneficiaries, may file a separate action or actions against Guarantor, Borrower and/or Completion Guarantor without respect to whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Completion Guarantor agrees that Lender the Beneficiaries and Borrowers Borrower and any Affiliates of Borrower may deal with each other in connection with the Secured Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security effectiveness and enforceability of this Guaranty. (c) Completion Guarantee. The Beneficiaries’ rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty Completion Guarantee shall continue, with respect to any amount at any time paid on account of the Guaranteed Obligations which thereafter shall be required to be restored or returned by Lender the Beneficiaries upon the bankruptcy, insolvency or reorganization of Borrower, Completion Guarantor or any other Person, or otherwise, all as though such amount had not been paid. The rights of Lender the Beneficiaries created or granted herein and the enforceability of this Guaranty Completion Guarantee with respect to Completion Guarantor at all times shall remain effective at all times to guarantee the full amount of all the Guaranteed Obligations (subject to the limitation set forth in Section 2.2) even though the Secured Obligations, including or any part thereof thereof, or any other security or guaranty guarantee therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers Borrower or any other Loan Party or any other guarantor of the Obligations or surety and whether or not any Borrower or any other guarantor of the Obligations Loan Party shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, . Completion Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: of (ia) any disability or other defense of any Borrower or any other guarantor for the Obligations Loan Party with respect to the Obligations Secured Obligations, (other than full payment and performance of all of the Obligations); (iib) the unenforceability or invalidity of any security or guarantee for or guaranty of the Secured Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Secured Obligations; , (iiic) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations Loan Party (other than by reason of the full payment and performance of all Obligationsthe Secured Obligations and the termination of all commitments under the Transaction Documents); , (ivd) any failure of Lender the Beneficiaries to marshal assets in favor of Borrower, any Borrower other Loan Party or any other Person; , (ve) any failure of Lender the Beneficiaries to give notice of sale or other disposition of any collateral securing any Obligation to any Borrower Completion Guarantor or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; any collateral securing any Obligation, (vif) any failure of Lender the Beneficiaries to comply with applicable Laws in connection with the sale or other disposition of any collateral securing any Obligation or other security for any Obligation, including, including without limitation, any failure of Lender the Beneficiaries to conduct a commercially reasonable sale or other disposition of any collateral securing any Obligation or other security for any Obligation; , (viig) any act or omission of Lender the Beneficiaries or others that directly or indirectly results in or aids the discharge or release of any Borrower or any other guarantor of Loan Party or the Obligations, Secured Obligations or of any security or guaranty guarantee therefor by operation of Law law or otherwise; , (viiih) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender the Beneficiaries to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; , (ixj) the election by Lenderthe Beneficiaries, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; , (xk) any extension of credit or the grant of any lien Lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 364 of the Bankruptcy Code; Code of the United States, (xil) any use of cash collateral under Section 363 of the Bankruptcy Code of the United States Bankruptcy Code; States, (xiim) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; , (xiiin) the avoidance of any lien or security interest Lien in favor of Lender the Beneficiaries for any reason; , (xivo) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Secured Obligations (or any interest thereon) in or as a result of any such proceeding; , (p) to the extent permitted in paragraph 40.495 of the Nevada Revised Statutes (“NRS”), the benefits of the one-action rule under NRS Section 40.430, or (xvq) any action taken by Lender the Collateral Agent that is authorized by this Section or any other provision of any Transaction Document. Until all of the Obligations have been paid in full, Completion Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty Completion Guarantee or of the existence, creation or incurrence of new or additional Secured Obligations.

Waivers and Consents. (a) Each Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person Persons other than such Guarantor and, in full recognition of that fact, Guarantor consents and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (ia) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the other terms of the Guarantied Obligations or any part thereof, including without limitation any increase or decrease of the principal amount thereof or the rate(s) of interest thereon; (iib) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Guarantied Obligations or any part thereof, or any of the Transaction Loan Documents to which such Guarantor is not a party or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iiic) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Loan Documents or the Guarantied Obligations or any part thereof; (ivd) accept partial payments on the Guarantied Obligations; (ve) receive and hold additional security or guaranties for the Guarantied Obligations or any part thereof; (vif) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (viig) release any Person from any personal liability with respect to the Guarantied Obligations or any part thereof; (viiih) settle, release on terms satisfactory to Lender or by operation of applicable Law Laws or otherwise, otherwise liquidate or enforce any Guarantied Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ixi) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower Borrower, any Guarantor or any other Person, and correspondingly restructure the Guarantied Obligations, and any such merger, change, restructuring or termination shall not affect the liability of any Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guarantied Obligations. (b) . Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently as to any Guarantor and independently of any other remedy, guaranty remedy or security Lender at any time may have or hold in connection with the Guarantied Obligations, and it shall not be necessary for . Each Guarantor expressly waives any right to require Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against Borrower, or upon or against any obligor and/or the collateral security or remedy, before proceeding to enforce this Guaranty, in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, Borrower and/or any Guarantor without respect to whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Each Guarantor agrees that Lender and Borrowers Borrower and any Affiliates of Borrower may deal with each other in connection with the Guarantied Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The . Lender’s rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of Borrower or any other Person, or otherwise, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty with respect to Guarantors at all times shall remain effective at all times to guarantee guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, including or any part thereof thereof, or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations or surety and whether or not Borrower shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, . Each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: of (ia) any disability or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations Guarantied Obligations, (other than full payment and performance of all of the Obligations); (iib) the unenforceability or invalidity of any security for or guaranty of for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations; , (iiic) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Guarantied Obligations); , (ivd) any failure of Lender to marshal assets in favor of any Borrower or any other Person; , (ve) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of collateral Collateral to any Borrower Guarantor or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; Collateral, (vif) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral Collateral or other security for any Guarantied Obligation, including, including without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral Collateral or other security for any Guarantied Obligation; , (viig) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or any other guarantor of the Obligations, Guarantied Obligations or of any security or guaranty therefor by operation of Law law or otherwise; , (viiih) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; , (ixj) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; , (xk) any extension of credit or the grant of any lien Lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 364 of the United States Bankruptcy Code; , (xil) any use of cash collateral under Section 363 of the United States Bankruptcy Code; , (xiim) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; , (xiiin) the avoidance of any lien or security interest Lien in favor of Lender for any reason; , (xivo) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Guarantied Obligations (or any interest thereon) in or as a result of any such proceeding; , (p) to the extent permitted in paragraphs 40.495(2) and 40.495(4) of the Nevada Revised Statutes (“NRS”), the benefits of the one-action rule under NRS Section 40.430, or (xvq) any action taken by Lender that is authorized by this Section or any other provision of any Transaction Loan Document. Until all of the Obligations have been paid in full, Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations.

Waivers and Consents. (a) Guarantor acknowledges that Notice of acceptance of this Guarantee, the obligations undertaken herein involve the guaranty making of obligations of a Person loans and advances and providing other than Guarantor andfinancial accommodations to Borrower and presentment, in full recognition of that fact, Guarantor consents and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, protest, notice of protest, notice of nonpayment or default and without affecting the enforceability all other notices to which Borrower or continuing effectiveness hereof: (i) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the other terms Guarantor are entitled are hereby waived by Guarantor. Guarantor also waives notice of the Obligations or any part thereof, including without limitation any decrease of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect and hereby consents to, the Obligations or any part thereof, or any of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. (b) Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability amendment, modification, supplement, extension, renewal, or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all restatement of the Obligations); (ii) the unenforceability or invalidity of Loan Agreement and any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any ObligationFinancing Agreements, including, without limitation, any failure extensions of Lender to conduct a commercially reasonable sale time of payment of or other disposition increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Loan Agreement and the other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of collateral or other security guarantees now or at any time held by or available to Lender for any Obligation; (vii) any act or omission the obligations of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or any other guarantor party at any time liable on or in respect of the ObligationsGuaranteed Obligations or who is the owner of any property which is security for the Guaranteed Obligations (individually, an "Obligor" and collectively, the "Obligors"), including, without limitation, the surrender or release by Lender of Guarantor hereunder, (iii) the exercise of, or refraining from the exercise of any security rights against Borrower, Guarantor or guaranty therefor by operation any other Obligor or any collateral, (iv) the settlement, compromise or release of, or the waiver of Law or otherwise; any default with respect to, any of the Guaranteed Obligations and (viiiv) any failure financing by Lender of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Borrower under Section 1111(b)(2) 364 of the United States Bankruptcy Code; (x) any extension of credit Code or the grant of any lien consent to use cash collateral by Lender under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of collateral under Section 363 . Guarantor agrees that the amount of the United States Bankruptcy Code; Guaranteed Obligations shall not be diminished and the liability of Guarantor hereunder shall not be otherwise impaired or affected by any of the foregoing. (xiib) No invalidity, irregularity or unenforceability of all or any agreement part of the Guaranteed Obligations shall affect, impair or stipulation with be a defense to this Guarantee, nor shall any other circumstance which might otherwise constitute a defense available to or legal or equitable discharge of Borrower in respect of any of the Guaranteed Obligations, or Guarantor in respect of this Guarantee, affect, impair or be a defense to this Guarantee. Without limitation of the provision foregoing, the liability of adequate protection Guarantor hereunder shall not be discharged or impaired in any bankruptcy proceeding respect by reason of any Person; (xiii) the avoidance failure by Lender to perfect or continue perfection of any lien or security interest in favor any collateral or any delay by Lender in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before, during or after the confirmation of Lender the plan of reorganization in the Chapter 11 Cases or whether arising before or arising after the commencement of any other case or proceeding under the United State Bankruptcy Code or any similar statute, Guarantor shall be liable therefor, even if Borrower's liability for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge ofsuch amounts does not, or bar ceases to, exist by operation of law. Guarantor acknowledges that Lender has not made any representations to Guarantor with respect to Borrower, any other Obligor or stay against collecting, all otherwise in connection with the execution and delivery by Guarantor of this Guarantee and Guarantor is not in any respect relying upon Lender or any of the Obligations (or any interest thereon) in or as a result of any such proceeding; or (xv) any action taken statements by Lender that is authorized by in connection with this Section Guarantee. (c) Until the Guaranteed Obligations have been indefeasibly paid in full in immediately available funds and the Loan Agreement has been terminated, (i) Guarantor hereby irrevocably and unconditionally waives and relinquishes all statutory, contractual, common law, equitable and all other claims against Borrower, any collateral for the Guaranteed Obligations or other assets of Borrower or any other provision of Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect to sums paid or payable to Lender by Guarantor hereunder and (ii) Guarantor hereby further irrevocably and unconditionally waives and relinquishes any Transaction Document. Until all of the Obligations have been paid in full, Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices benefits which Guarantor might otherwise directly or demands indirectly receive or be entitled to receive by reason of any kind amounts paid by or nature whatsoever with respect to collected or due from Guarantor, Borrower or any other Obligor upon the Obligations, and all notices of acceptance of this Guaranty Guaranteed Obligations or of the existence, creation or incurrence of new or additional Obligationsrealized from their property.

Waivers and Consents. (a) Guarantor acknowledges that Notice of acceptance of this Guarantee, the obligations undertaken herein involve the guaranty making of obligations of a Person loans and advances and providing other than Guarantor andfinancial accommodations to Borrower and its affiliates and presentment, in full recognition of that fact, Guarantor consents and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (i) supplementprotest, modifynotice of protest, amend, extend, renew, accelerate or otherwise change the time for notice of non-payment or the default and all other terms of the Obligations notices to which Borrower and/or its affiliates or any part thereof, including without limitation any decrease Guarantor is entitled are hereby waived by each Guarantor. Each Guarantor also waives notice of the principal amount thereof or the rate(s) of interest thereon; (ii) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect and hereby consents to, the Obligations or any part thereof, or any of the Transaction Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Documents or the Obligations or any part thereof; (iv) accept partial payments on the Obligations; (v) receive and hold additional security or guaranties for the Obligations or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (vii) release any Person from any personal liability with respect to the Obligations or any part thereof; (viii) settle, release on terms satisfactory to Lender or by operation of applicable Law or otherwise, liquidate or enforce any Obligations and any security or guaranty in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ix) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations.: (b) Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against any obligor and/or the collateral in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrowers may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) The rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Person, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty shall remain effective at all times to guarantee the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor of the Obligations and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (i) any disability amendment, modification, supplement, extension, renewal, or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations (other than full payment and performance of all restatement of the Obligations); (ii) the unenforceability or invalidity of any security for or guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the cessation for any cause whatsoever of the liability of any Borrower or any Loan Agreement and other guarantor of the Obligations (other than by reason of the full payment and performance of all Obligations); (iv) any failure of Lender to marshal assets in favor of any Borrower or any other Person; (v) any failure of Lender to give notice of sale or other disposition of collateral to any Borrower or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; (vi) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral or other security for any ObligationFinancing Agreements, including, without limitation, any failure extensions of Lender to conduct a commercially reasonable sale time of payment of or other disposition increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and the guarantee made herein shall apply to the Loan Agreement and other Financing Agreements and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased; (ii) the taking, exchange, surrender and releasing of collateral or other security guarantees now or at any time held by or available to Agent for any Obligation; (vii) any act or omission the obligations of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower and/or its affiliates or any other guarantor party at any time liable on or in respect of the ObligationsGuaranteed Obligations or who is the owner of any property which is security for the Guaranteed Obligations (individually, an “Obligor” and collectively, the “Obligors”); (iii) the exercise of, or refraining from the exercise of any security rights against Borrower and/or its affiliates, any Guarantor or guaranty therefor any other Obligor or any collateral; (iv) the settlement, compromise or release of, or the waiver of any default with respect to, any of the Guaranteed Obligations. Each Guarantor agrees that the amount of the Guaranteed Obligations shall not be diminished and the liability of each Guarantor hereunder shall not be otherwise impaired or affected by operation any of Law or otherwisethe foregoing; and (viiiv) any failure Financing by Agent or Lenders of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (ix) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Borrower under Section 1111(b)(2) 364 of the United States Bankruptcy Code; (x) any extension of credit Code or consent to the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (xi) any use of cash collateral by Agent under Section 363 of the United States Bankruptcy Code; . (xiib) No invalidity, irregularity or unenforceability of all or any agreement part of the Guaranteed Obligations shall affect, impair or stipulation with be a defence to this Guarantee, nor shall any other circumstance which might otherwise constitute a defence available to or legal or equitable discharge of Borrower or its affiliates in respect of any of the Guaranteed Obligations, or any Guarantor in respect of this Guarantee, affect, impair or be a defence to this Guarantee. Without limitation of the provision foregoing, the liability of adequate protection each Guarantor hereunder shall not be discharged or impaired in any bankruptcy proceeding respect by reason of any Person; (xiii) the avoidance failure by Agent to perfect or continue perfection of any lien or security interest in favor any collateral or any delay by Agent in perfecting any such lien or security interest. As to interest, fees and expenses, whether arising before or after the commencement of Lender any case with respect to Borrower or its affiliates under any Insolvency Legislation, each Guarantor shall be liable therefor, even if Borrower’s or its affiliates’ liability for any reason; (xiv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge ofsuch amounts does not, or bar or stay against collectingceases to, all or exist by operation of law. Each Guarantor acknowledges that Agent has not made any of the Obligations (or representations to any interest thereon) in or as a result of any such proceeding; or (xv) any action taken by Lender that is authorized by this Section Guarantor with respect to Borrower and its affiliates or any other provision Obligor or otherwise in connection with the execution and delivery by each Guarantor of this Guarantee and each Guarantor is not in any Transaction Document. Until respect relying upon Agent or any statements by Agent in connection with this Guarantee. (c) Each Guarantor hereby irrevocably and unconditionally waives and relinquishes all of the Obligations have been paid in fullstatutory, Guarantor expressly waives all presentmentscontractual, demands for payment or performancecommon law, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor equitable and all other notices claims against Borrower and its affiliates, any collateral for the Guaranteed Obligations or demands other assets of Borrower and/or its affiliates or any other Obligor, for subrogation, reimbursement, exoneration, contribution, indemnification, set-off or other recourse in respect to sums paid or payable to Agent, for itself, and for the benefit of Tranche B Agent and Lenders by each Guarantor hereunder and each Guarantor hereby further irrevocably and unconditionally waives and relinquishes any and all other benefits which a Guarantor might otherwise directly or indirectly receive or be entitled to receive by reason of any kind amounts paid by or nature whatsoever with respect collected or due from such Guarantor, Borrower and/or its affiliates or any other Obligor upon the Guaranteed Obligations or realized from their property. (d) Notwithstanding anything to the Obligationscontrary contained herein, and all notices of acceptance of this Guaranty or the amount of the existenceobligations payable by each Guarantor under this Guarantee shall be the aggregate amount of the Guaranteed Obligations unless a court of competent jurisdiction adjudicates Guarantor’s obligations to be invalid, creation avoidable or incurrence unenforceable for any reason (including, without limitation, because of new any applicable state or additional Obligationsfederal law relating to fraudulent conveyances or transfers), in which case the amount of the Guaranteed Obligations payable by each Guarantor hereunder shall be limited to the maximum amount that could be guaranteed by each Guarantor without rendering such Guarantor’s obligations under this Guarantee invalid, avoidable or unenforceable under such applicable law.

Waivers and Consents. (a) Each Guarantor acknowledges that the -------------------- obligations undertaken herein involve the guaranty of obligations of a Person Persons other than that Guarantor and, in full recognition of that fact, Guarantor consents and agrees that Lender may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (ia) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the other terms of the Guarantied Obligations or any part thereof, including without limitation any increase or decrease of the principal amount thereof or the rate(s) of interest --------- thereon; (iib) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Guarantied Obligations or any part thereof, or any of the Transaction Loan Documents to which that Guarantor is not a party or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iiic) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Loan Documents or the Guarantied Obligations or any part thereof; (ivd) accept partial payments on the Guarantied Obligations; (ve) receive and hold additional security or guaranties for the Guarantied Obligations or any part thereof; (vif) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender in its sole and absolute discretion may determine; (viig) release any Person from any personal liability with respect to the Guarantied Obligations or any part thereof; (viiih) settle, release on terms satisfactory to Lender or by operation of applicable Law Laws or otherwise, otherwise liquidate or enforce any Guarantied Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ixi) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower Borrower, any Guarantor or any other Person, and correspondingly restructure the Guarantied Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor Guarantors or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guarantied Obligations. (b) . Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Subsidiary Guaranty independently as to that Guarantor and independently of any other remedy, guaranty remedy or security Lender at any time may have or hold in connection with the Guarantied Obligations, and it shall not be necessary for . Each Guarantor expressly waives any right to require Lender to marshal assets in favor of a Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, to marshal assets in favor of a Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations or any collateral provided by any Person, and agrees that Lender may proceed against Borrower, or upon or against any obligor and/or the collateral security or remedy, before proceeding to enforce this Subsidiary Guaranty, in such order as it shall determine in its sole and absolute discretion. Lender may file a separate action or actions against Guarantor, Borrower and/or any one or more Guarantors without respect to whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Each Guarantor agrees that Lender and Borrowers Borrower and any Affiliates of Borrower may deal with each other in connection with the Guarantied Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Subsidiary Guaranty. (c) The . Lender's rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Subsidiary Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of Borrower or any other Person, or otherwise, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Subsidiary Guaranty with respect to Guarantors at all times shall remain effective at all times to guarantee guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, including or any part thereof thereof, or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers Borrower or any other guarantor of the Obligations Guarantor or surety and whether or not any Borrower or any other guarantor of the Obligations shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, . Each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: of (ia) any disability or other defense of any Borrower or any other guarantor for the Obligations with respect to the Obligations Guarantied Obligations, (other than full payment and performance of all of the Obligations); (iib) the unenforceability or invalidity of any security for or guaranty of for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations; , (iiic) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations (other than by reason of the full payment and performance of all Guarantied Obligations); , (ivd) any failure of Lender to marshal assets in favor of any Borrower or any other Person; , (ve) except as otherwise provided in this Subsidiary Guaranty, any failure of Lender to give notice of sale or other disposition of collateral Collateral to any Borrower that Guarantor or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; Collateral, (vif) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral Collateral or other security for any Guarantied Obligation, including, including without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral Collateral or other security for any Guarantied Obligation; , (viig) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or any other guarantor of the Obligations, Guarantied Obligations or of any security or guaranty therefor by operation of Law law or otherwise; , (viiih) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; , (ixj) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; , (xk) any extension of credit or the grant of any lien Lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 364 of the United States Bankruptcy Code; , (xil) any use of cash collateral under Section 363 of the United States Bankruptcy Code; , (xiim) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; , (xiiin) the avoidance of any lien or security interest Lien in favor of Lender for any reason; , (xivo) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any --------- discharge of, or bar or stay against collecting, all or any of the Guarantied Obligations (or any interest thereon) in or as a result of any such proceeding; , or (xvq) any action taken by Lender that is authorized by this Section or any other provision of any Transaction Loan Document. Until all of the Obligations have been paid in full, Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this Subsidiary Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. Without limiting the foregoing, each Guarantor intends to waive any and all of the rights and defenses described in California Civil Code Section 2856(a), without regard to the inclusion of any particular language or phrases in this Subsidiary Guaranty to waive any such rights and defenses or any references to statutory provisions or judicial decisions.

Waivers and Consents. (a) Guarantor acknowledges that the obligations undertaken herein involve the guaranty of this Guaranty may support obligations of a Person Persons other than Guarantor and, in full recognition of that fact, Guarantor consents and agrees that Lender the Creditors may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness security hereof: : (i1) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the other terms of the Guarantied Obligations or any part thereof, including without limitation any increase or decrease of the principal amount thereof or the rate(s) of interest thereon; ; (ii2) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Guarantied Obligations or any part thereof, thereof or any of the Transaction Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; ; (iii3) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Loan Documents or the Guarantied Obligations or any part thereof; ; (iv4) accept partial payments on the Guarantied Obligations; ; (v5) receive and hold additional security or guaranties for the Guarantied Obligations or any part thereof; ; (vi6) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or and enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender the Creditors in its sole and absolute the exercise of their commercial discretion may determine; ; (vii7) release any Person or any guarantor from any personal liability with respect to the Guarantied Obligations or any part thereof; ; (viii) 8) settle, release on terms satisfactory to Lender the Creditors or by operation of applicable Law laws or otherwise, otherwise liquidate or enforce any Guarantied Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or and (ix9) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower or any other Person, and correspondingly restructure the Guarantied Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereofexistence of any Liens hereunder, under any other Loan Document to which Guarantor is a party or the enforceability hereof or thereof with respect to all or any part of the Guarantied Obligations. (b) . Upon the occurrence of and during the continuance of any Event of Default, Lender the Creditors may enforce this Guaranty independently as to Guarantor and independently of any other remedy, guaranty remedy or security Lender the Creditors at any time may have or hold in connection with the Guarantied Obligations, and it shall not be necessary for Lender the Creditors to marshal assets in favor of a BorrowerGuarantor, any other guarantor of the Obligations Borrower or any other Person or to proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, Creditors to marshal assets in favor of a Guarantor, Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations Person or any collateral provided by any other Person, and agrees that Lender the Creditors may proceed against any obligor Person and/or the collateral in such order as it they shall determine in its their sole and absolute discretion. Lender The Creditors may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any other security or against Borrower or any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that Lender the Creditors, Borrower and Borrowers any other Person may deal with each other in connection with the Guarantied Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) . The Creditors’ rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by Lender the Creditors upon the bankruptcy, insolvency or reorganization of Borrower, Guarantor or any other Person, or otherwise, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability enforce ability of this Guaranty at all times shall remain effective at all times to guarantee payment and performance of the full amount of all the Guarantied Obligations including, without limitation, the amount of all loans and interest thereon at the rates provided for in the Credit Agreement, even though the Guarantied Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers Borrower or any other guarantor of the Obligations Person and whether or not any Borrower or any other guarantor of the Obligations Person shall have any personal liability with respect thereto. (d) To the extent permitted by applicable law, . Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: of (ia) any disability or other defense of any Borrower or any other guarantor for the Obligations Person with respect to the Obligations Guarantied Obligations, (other than full payment and performance of all of the Obligations); (iib) the unenforceability or invalidity of any security for or guaranty of for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations; , (iiic) the cessation for any cause whatsoever of the liability of any Borrower or any other guarantor of the Obligations Person (other than by reason of the full payment and performance of all Guarantied Obligations); , (ivd) any failure of Lender any Creditor to marshal assets in favor of any Borrower Guarantor or any other Person; , (ve) except as otherwise required by law or as provided in this Agreement, any failure of Lender any Creditor to give notice of sale or other disposition of collateral to any Borrower Guarantor or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; , (vif) except as otherwise required by law or as provided in this Agreement, any failure of Lender any Creditor to comply with applicable Laws laws in connection with the sale or other disposition of any collateral or other security for any Guarantied Obligation, including, including without limitation, limitation any failure of Lender any Creditor to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Guarantied Obligation; , (viig) any act or omission of Lender any Creditor or others that directly or indirectly results in or aids the discharge or release of any Borrower Borrower, Guarantor or any other guarantor of Person or the Obligations, Guarantied Obligations or of any other security or guaranty therefor by operation of Law law or otherwise; , (viiih) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender any Creditor to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; , (ixj) the election by Lenderany Creditor, in any bankruptcy proceeding of any Person, of the application or non-–application of Section 1111(b)(2) of the United States Bankruptcy Code; , (xk) any extension of credit or the grant of any lien Liens under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 364 of the United States Bankruptcy Code; , (xil) any use of cash collateral under Section 363 of the United States Bankruptcy Code; , (xiim) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; , (xiiin) the avoidance of any lien or security interest Liens in favor of Lender any Creditor for any reason; , (xivo) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Guarantied Obligations (or any interest thereon) in or as a result of any such proceeding; , or (xvp) any action taken by Lender that is authorized by this Section or any other provision of any Transaction Document. Until all to the extent permitted in paragraph 40.495(2) of the Obligations have been paid in fullNevada Revised Statutes (“NRS”), Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or benefits of the existence, creation or incurrence of new or additional Obligationsone-action rule under NRS Section 40.430.

Waivers and Consents. (a) To the extent permitted by applicable law, each Guarantor acknowledges that the obligations undertaken herein involve the guaranty of this Guaranty may support obligations of a Person Persons other than such Guarantor and, in full recognition of that fact, each Guarantor consents and agrees that Lender the Secured Parties may, to the extent permitted under the Transaction Documents, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness security hereof: : (ia) supplement, modify, amend, extend, renew, accelerate increase or otherwise change the time for payment or the other terms of the Guarantied Obligations or any part thereof, including without limitation any increase or decrease of the principal amount thereof or the rate(s) of interest thereon; thereon or the principal amount(s) thereof; (iib) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Guarantied Obligations or any part thereof, thereof or any of the Transaction Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; ; (iiic) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Loan Documents or the Guarantied Obligations or any part thereof; ; (ivd) accept partial payments on the Guarantied Obligations; ; (ve) receive and hold additional security or guaranties for the Guarantied Obligations or any part thereof; ; (vif) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or and enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender the Secured Parties in its sole and absolute the exercise of their commercial discretion may determine; ; (viig) release any Person or any guarantor from any personal liability with respect to the Guarantied Obligations or any part thereof; ; (viiih) settle, release on terms satisfactory to Lender the Secured Parties or by operation of applicable Law laws or otherwise, otherwise liquidate or enforce any Guarantied Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or and (ixi) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower or any other Person, and correspondingly restructure the Guarantied Obligations, and any such merger, change, restructuring or termination shall not affect the liability of any Guarantor or the continuing effectiveness hereofexistence of any Liens hereunder, under any other Loan Document to which any Guarantor is a party or the enforceability hereof or thereof with respect to all or any part of the Guarantied Obligations. (b) . Upon the occurrence of and during the continuance of any Event of Default, Lender the Secured Parties may enforce this Guaranty independently as to each Guarantor and independently of any other remedy, guaranty remedy or security Lender the Secured Parties at any time may have or hold in connection with the Guarantied Obligations, and it shall not be necessary for Lender the Secured Parties to marshal assets in favor of a Borrowerany Guarantor, any other guarantor of the Obligations Borrower or any other Person or to proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce this Guaranty. To the extent permitted by applicable law, each Guarantor expressly waives any right to require Lender, upon the occurrence and during the continuance of an Event of Default, Secured Parties to marshal assets in favor of a such Guarantor, Borrower or any other Person or to proceed against a Borrower or any other guarantor of the Obligations Person or any collateral provided by any other Person, and agrees that Lender the Administrative Agent may proceed against any obligor Person and/or the collateral in such order as it they shall determine in its their sole and absolute discretion. Lender The Administrative Agent may file a separate action or actions against any Guarantor, whether action is brought or prosecuted with respect to any other security or against any other Guarantor, Borrower or any other Person, or whether any other Person is joined in any such action or actions. Each Guarantor agrees that Lender the Secured Parties, Borrower and Borrowers any other Person may deal with each other in connection with the Guarantied Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. (c) . The Secured Parties’ rights of Lender hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by Lender the Secured Parties upon the bankruptcy, insolvency or reorganization of Borrower, any Guarantor or any other Person, or otherwise, all as though such amount had not been paid. The rights of Lender created or granted herein and the enforceability of this Guaranty at all times shall remain effective at all times to guarantee payment of the full amount of all the Guarantied Obligations including, without limitation, the amount of all loans and interest thereon at the rates provided for in the Credit Agreement, even though the Guarantied Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers Borrower or any other guarantor of the Obligations Person and whether or not any Borrower or any other guarantor of the Obligations Person shall have any personal liability with respect thereto. (d) . To the extent permitted by applicable law, each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: of (ia) any disability or other defense of any Borrower Loan Party or any other guarantor for the Obligations Person with respect to the Guarantied Obligations (other than full payment and performance of all of the Guarantied Obligations); , (iib) the unenforceability or invalidity of the Guarantied Obligations or of any security for or guaranty of for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations; , (iiic) the cessation for any cause whatsoever of the liability of any Borrower Loan Party or any other guarantor of the Obligations Person (other than by reason of the full payment and performance of all Guarantied Obligations); , (ivd) the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of any Loan Document, Swap Agreement Obligations, Banking Services Obligations or otherwise or any failure of Lender any Secured Party to marshal assets in favor of any Borrower such Guarantor or any other Person; , (ve) except as otherwise required by applicable law or as provided in this Agreement, any failure of Lender any Secured Party to give notice of sale or other disposition of collateral to any Borrower such Guarantor or any other Person liable for the Obligations or any defect in any notice that may be given in connection with any sale or disposition of collateral; , (vif) except as otherwise required by applicable law or as provided in this Agreement or any other Loan Document, any failure of Lender any Secured Party to comply with applicable Laws laws in connection with the sale or other disposition of any collateral or other security for any Guarantied Obligation, including, including without limitation, limitation any failure of Lender any Secured Party to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Guarantied Obligation; , (viig) any act or omission of Lender any Secured Party or others that directly or indirectly results in or aids the discharge or release of Borrower, any Borrower Guarantor or any other guarantor of Person or the Obligations, Guarantied Obligations or of any other security or guaranty therefor by operation of Law law or otherwise; otherwise (viiiother than full payment of the Guarantied Obligations), (h) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender any Secured Party to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; , (ixj) the election by Lenderany Secured Party, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; , (xk) any extension of credit or the grant of any lien Liens under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 364 of the United States Bankruptcy Code; , (xil) any use of cash collateral under Section 363 of the United States Bankruptcy Code; , (xiim) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; , (xiiin) the avoidance of any lien or security interest Liens in favor of Lender any Secured Party for any reason; , (xivo) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against collecting, all or any of the Guarantied Obligations (or any interest thereon) in or as a result of any such proceeding; or , (xvp) to the extent permitted, the benefits of any form of one-action rule, (q) any action taken defense based on such Guarantor’s rights by Lender that is authorized reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code and (r) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by this Section the Administrative Agent or any other provision of Secured Party that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower or any Transaction Document. Until all of Guarantor or any other guarantor or surety (other than the defense that the Guarantied Obligations shall have been fully performed or paid in full, Guarantor expressly waives all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor subject to reinstatement and all other notices or demands of any kind or nature whatsoever with respect revival pursuant to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional ObligationsSection 7).