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.

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.

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. Upon the occurrence and during the continuance of any Event of Default, Beneficiary may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Beneficiary at any time may have or hold in connection with the Guarantied Obligations. Guarantor expressly waives any right to require Beneficiary to marshal assets in favor of any Person, and agrees that Beneficiary may proceed against any 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. Beneficiary may file a separate action or actions against 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 Beneficiary and 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. Beneficiary's rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by 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 Beneficiary created or granted herein and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. To the maximum extent permitted by law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Beneficiary to marshal assets in favor of Borrower or any other Person, (e) except as otherwise provided in this Guaranty, any failure of Beneficiary to give notice of sale or other disposition of Collateral to Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) except as otherwise provided in this Guaranty, any failure of Beneficiary to comply with applicable Laws in connection with the sale or other disposition of any Collateral or other security for any Guarantied Obligation, including without limitation, any failure of Beneficiary to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any Guarantied Obligation, (g) any act or omission of Beneficiary or others that directly or indirectly results in or aids the discharge or release of Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Beneficiary to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by Beneficiary, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Beneficiary for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 (q) any action taken by Beneficiary that is authorized by this Section or any other provision of any Loan Document. 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 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 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.

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.

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 any Guarantor acknowledges that are entitled is hereby waived by each Guarantor. Each Guarantor also waives notice of and hereby consents to (i) any amendment, modification, supplement, waiver, 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, the interest rate, fees, other charges, 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 guaranties now or at any time and from 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 to time, without notice liable on 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 in respect of the Guaranteed Obligations or who is the owner of any part thereofproperty 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 decrease one Guarantor hereunder, (iii) the exercise of, or refraining from the exercise of any rights against Borrower or any Obligor or any Collateral, (iv) the principal amount thereof settlement, compromise or release of, or the rate(s) waiver 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 Agent and/or any Lender of Borrower under Section 364 of the United States Bankruptcy Code or consent by Agent or any additional security Lender to the 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 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 affected-by 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 Obligationsforegoing.

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.

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.

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.

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 any Guarantor acknowledges that are entitled is hereby waived by each Guarantor. Each Guarantor also waives notice of and hereby consents to (i) any amendment, modification, supplement, waiver, 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, the interest rate, fees, other charges, 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 guaranties now or at any time and from 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 to time, without notice liable on 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 in respect of the Guaranteed Obligations or who is the owner of any part thereofproperty 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 decrease one Guarantor hereunder, (iii) the exercise of, or refraining from the exercise of any rights against Borrower or any Obligor or any Collateral, (iv) the principal amount thereof settlement, compromise or release of, or the rate(s) waiver 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 Agent and/or any Lender of Borrower under Section 364 of the United States Bankruptcy Code or consent by Agent or any additional security Lender to the 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 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 affected by 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 Obligationsforegoing.

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, 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, the interest rate, fees, other charges, 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, the taking, exchange, surrender and releasing of collateral or guarantees now or at any time held by or available to Agent and from Lenders for the obligations of Borrower or any other party at any time to timeliable 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 notice limitation, the surrender or demandrelease by Agent and Lenders of any one of Guarantors hereunder, and without affecting the enforceability exercise of, or continuing effectiveness hereof: (i) supplementrefraining from the exercise of any rights against Borrower, modifyany of Guarantors or any other Obligor or any collateral, amendthe settlement, extendcompromise or release of, 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 any financing by Agent and Lenders of Borrower under Section 364 of the United States Bankruptcy Code or any additional security consent to the 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 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 affected by 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 Obligationsforegoing.

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. Upon the occurrence and during the continuance of any Event of Default, Secured Party may enforce this Guaranty independently as to each Guarantor and independently of any other remedy or security the Secured Party at any time may have or hold in connection with the Guarantied Obligations. Each Guarantor expressly waives any right to require Secured Party to marshal assets in favor of Borrower, and agrees that Secured Party may proceed against Borrower, 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. Secured Party may file a separate action or actions against 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. Guarantors agree that Secured Party and 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. Secured Party’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by 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 Secured Party created or granted herein and the enforceability of this Guaranty with respect to Guarantors at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. Each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Secured Party to marshal assets in favor of Borrower or any other Person, (e) except as otherwise required by Law or as provided in this Guaranty, any failure of Secured Party to give notice of sale or other disposition of Collateral to such Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) except as otherwise required by Law or as provided in this Guaranty, any failure of Secured Party to comply with applicable Laws in connection with the sale or other disposition of any Collateral or other security for any Guarantied Obligation, including, without limitation, any failure of Secured Party to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any Guarantied Obligation, (g) any act or omission of Secured Party or others that directly or indirectly results in or aids the discharge or release of Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Secured Party to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by 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, (k) any extension of creditor the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Secured Party for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 paragraph 40.495(4) of the NRS, the benefits of the one-action rule under NRS Section 40.430, (q) any action taken by Secured Party that is authorized by this Section or any other provision of any Loan Document. 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 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 Obligationsobligations guarantied hereby. Upon the occurrence and during the continuance of any Event of Default, 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 or security Lenders at any time may have or hold in connection with the obligations guarantied hereby. Each Completion Guarantor expressly waives any right to require Administrative Agent or the Lenders to marshal assets in favor of Borrower or any other Person, and agrees that Lenders may proceed against Borrower or any other Person, or upon or against any security or remedy, before proceeding to enforce this Completion Guaranty, in such order as they shall determine their sole and absolute discretion. Administrative Agent, for the benefit of Lenders, may file a separate action or actions against 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 Lenders and Borrower and any Affiliates of Borrower may deal with each other in connection with the 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. The rights of 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 to guaranty the performance, and/or payment in full, of each of the obligations guarantied hereby even though such obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other Completion Guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. Each Completion Guarantor expressly waives, to the fullest extent permitted by law, any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower respect to the obligations guaranteed hereby, (b) the unenforceability or invalidity of any security or guaranty for the obligations guarantied hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations guarantied hereby, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all obligations guarantied hereby), (d) any failure of Administrative Agent or the Lenders to marshal assets in favor of Borrower or any other Person, (e) except as otherwise provided in this Completion Guaranty, any failure of Administrative Agent or the Lenders to give notice of sale or other disposition of Collateral to Completion Guarantors or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) any failure of Administrative Agent or the Lender to comply with applicable Laws in connection with the sale or other disposition of any Collateral or other security for any obligations guarantied, including without limitation, any failure Administrative Agent or Lenders to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any obligations guarantied hereby, (g) any act or omission of Administrative Agent or the Lenders or others that directly or indirectly results in or aids the discharge or release of Borrower or the obligations guarantied hereby or any security or guaranty therefor by operation of law or otherwise, (h) 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 Administrative Agent or Lenders to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by Administrative 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the 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 (q) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. 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 obligations guarantied hereby, and all notices of acceptance of Completion Guaranty or of the existence, creation or incurrence of new or additional obligations 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 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.

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. Upon the occurrence and during the continuance of any Event of Default, the Bank may enforce this Subsidiary Guaranty independently as to the Guarantor and independently of any other remedy or security the Bank at any time may have or hold in connection with the Guarantied Obligations. The Guarantor expressly waives any right to require the Bank to marshal assets in favor of the Borrower or to proceed against the Borrower, or against any other guarantor of or other surety for the Guarantied Obligations, or upon or against any security or remedy, before proceeding to enforce this Subsidiary Guaranty, in such order as it shall determine in its sole and absolute discretion. The Bank may file a separate action or actions against 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 the Bank and 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. The Bank's rights 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 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 the Bank created or granted herein and the enforceability of this Subsidiary Guaranty with respect to the Guarantor at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against the Borrower or any other surety and whether or not the Borrower shall have any personal liability with respect thereto. The Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of the Borrower with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of the Borrower (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of the Bank to marshal assets in favor of the Borrower or any other Person, (e) any act or omission of the Bank or others that directly or indirectly results in or aids the discharge or release of the Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (f) 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 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, (h) the election by the Bank, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (i) any extension of credit or the grant of any Lien under Section 364 of the Bankruptcy Code, (j) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (l) the avoidance of any Lien or security in favor of the Bank for any reason, (m) any bankruptcy, insolvency, administration, receivership, or analogous situations, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 (n) any action taken by the Bank that is authorized by this Section or any other provision of any Loan Document. The Guarantor expressly waives all setoffs 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 Guarantied 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) 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.

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 the continuing effectiveness hereof, or the enforceability hereof with respect to all or affected by any part of the Obligationsforegoing.

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 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 Obligationsforegoing.

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 each Guarantor acknowledges that is entitled are hereby waived by Guarantors. Guarantors also waive notice of and hereby consent 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, the interest rate, fees, other charges, 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 Foothill 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, any of the Guaranteed Obligations and (v) any financing by Foothill of Borrower, or any part thereofconsent to the use of cash collateral by Foothill, under Section 364 of the United States Bankruptcy Code, Section 363 of the United States Bankruptcy Code, or any similar statute in any jurisdiction. Guarantors agree that the amount of the Transaction Documents Guaranteed Obligations shall not be diminished and the liability of Guarantors hereunder shall not be otherwise impaired 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 affected by 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 Obligationsforegoing.

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 any Guarantor acknowledges that are entitled are hereby waived by each Guarantor. Each 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, the interest rate, fees, other charges, 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 Agent 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 Agent of any one Guarantor hereunder, and without affecting (iii) the enforceability exercise of, or continuing effectiveness hereof: refraining from the exercise of, any rights against Borrower, any Guarantor 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, any of the Guaranteed Obligations or and (v) any part thereoffinancing by Agent, Lenders, or any of them, of Borrower under Section 364 of the Transaction Documents United States Bankruptcy Code or consent to the use of cash collateral by Agent, Lenders or any additional security 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 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 affected by 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 Obligationsforegoing.

Waivers and Consents. (a) Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to Borrowers and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which any Borrower or any Guarantor acknowledges that is entitled are hereby waived by each Guarantor. Each Guarantor also waives notice of and hereby consents to, (i) any amendment, modification, waiver, 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, the interest rate, fees, other charges, 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 Agent for itself and from the benefit of Lenders for the obligations of any Borrower, Guarantor or any other party at any time to timeliable 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 notice limitation, the surrender or demandrelease by Agent of any one Guarantor hereunder, and without affecting (iii) the enforceability exercise of, or continuing effectiveness hereof: refraining from the exercise of any rights against any Borrower, any Guarantor 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 Agent and/or any Lender of any Borrower under Section 364 of the United States Bankruptcy Code or any additional security consent to the 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 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 affected by 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 Obligationsforegoing.

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 States 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 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 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 Obligationsforegoing.

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.

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 any one or more of Borrowers and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which any of Borrowers 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 Lender for the obligations of any one or more of Borrowers 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 Lender 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 any of Borrowers, 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 Lender of any one or any additional security more of Borrowers under Section 364 of the United States Bankruptcy Code or guaranties, consent to the use of cash collateral by Lender under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx 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 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 affected by 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 Obligationsforegoing.

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. Upon the occurrence and during the continuance of any Event of Default, Beneficiary may enforce this Guaranty, except to the extent prohibited by applicable Law, independently as to any Guarantor and independently of any other remedy or security Beneficiary or Collateral Agent, as applicable, at any time may have or hold in connection with the Guarantied Obligations. Each Guarantor expressly waives any right to require Beneficiary or Collateral Agent to marshal assets in favor of Borrower or any other Person, and agrees that each of Beneficiary and Collateral Agent, as applicable, may proceed against Borrower or any other Person, or upon or against any security or remedy, before proceeding to enforce this Guaranty, in such order as Borrower or Collateral Agent, as applicable, shall determine in its sole and absolute discretion. Beneficiary and Collateral Agent, as applicable, each may file a separate action or actions against Borrower, 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 each of Beneficiary, Collateral Agent, each Guarantor, and 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 this Guaranty or any security for this Guaranty. Beneficiary’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by 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 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 to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. Except to the extent Guarantors are prohibited from waiving pursuant to applicable Law, each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (a) any disability or other defense of Borrower with respect to the Guarantied Obligations; (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations; (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full indefeasible payment and performance of all Guarantied Obligations); (d) any failure of Beneficiary or Collateral Agent to marshal assets in favor of Borrower or any other Person; (e) any failure of Collateral Agent to give notice of sale or other disposition of Collateral to any Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral; (f) any failure of Collateral Agent to comply with applicable Laws in connection with the sale or other disposition of any Collateral or other security for any Guarantied Obligation, including without limitation, any failure of Collateral Agent to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any Guarantied Obligation; (g) any act or omission of Beneficiary, Collateral Agent or others that directly or indirectly results in or aids the discharge or release of Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise; (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (i) any failure of Beneficiary or Collateral Agent to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (j) the election by Beneficiary 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; (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (n) the avoidance of any Lien in favor of Collateral Agent or Beneficiary for any reason; (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 (q) any action taken by Beneficiary or Collateral Agent that is authorized by this Section or any other provision of any Transaction Documents. 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) 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 any Guarantor acknowledges that is entitled are hereby waived by each Guarantor. Each 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, the interest rate, fees, other charges, 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 from time to timecollectively, the “Obligors”), including, without notice limitation, the surrender or demandrelease by 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 Guarantor 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 Agent or any additional security Lender of Borrower under Section 364 of the United States Bankruptcy Code or guaranties, consent to the use of cash collateral by Agent or any condition, covenant, default, remedy, right, representation 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 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 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 Obligationsforegoing.

Waivers and Consents. a. Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to any one or more of Borrowers and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which any of Borrowers or any of Guarantors are entitled are hereby waived by each of Guarantors. Each of Guarantors also waives notice of and hereby consents to, (a1) Guarantor acknowledges that 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, (2) 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 any one or more of Borrowers 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 Lender of any one of Guarantors hereunder, and without affecting (3) the enforceability exercise of, or continuing effectiveness hereof: refraining from the exercise of any rights against any of Borrowers, any of Guarantors or any other Obligor or any collateral, (i4) 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 (5) any financing by Lender of any one or any additional security more of Borrowers under Section 364 of the United States Bankruptcy Code or guaranties, consent to the use of cash collateral by Lender under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx 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 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 affected by 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 Obligationsforegoing.

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 the obligations undertaken herein involve the guaranty of obligations of a Person other than is entitled are hereby waived by Guarantor and, in full recognition of that fact, Guarantor consents and agrees that Lender may, to the extent permitted under by applicable law. Guarantor also waives notice of and hereby consents to, (i) any amendment, modification, supplement, extension, renewal, or restatement of the Transaction DocumentsLoan 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, 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 for the benefit of the 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 collectively, the “Obligors”), (iii) the exercise of, or refraining from time to timethe exercise of any rights against Borrower, without notice Guarantor or demandany other Obligor or any collateral, and without affecting (iv) the enforceability settlement, compromise or continuing effectiveness hereof: (i) supplementrelease of, 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 Agent and/or any 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 cash collateral by Agent and bid and purchase at any sale; and/or (ix) consent to Lenders under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy 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 the continuing effectiveness hereof, or the enforceability hereof with respect to all or affected by any part of the Obligationsforegoing.

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 or other existence of a Borrower Borrower, any Co-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. 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 or security Lender at any time may have or hold in connection with the Guarantied Obligations. Each Guarantor expressly waives any right to require Lender to marshal assets in favor of Borrower, any Co-Borrower or any other Person, and agrees that Lender may proceed against Borrower, any Co-Borrower or any other Person, or upon or against any 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 Borrower, any Co-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 Borrower, any Co-Borrower and any Affiliates of Borrower or any Co-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. Lender's rights 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, any Co-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 to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower, any Co-Borrower, any other Party or any other guarantor or surety and whether or not Borrower, any Co-Borrower or any other Party shall have any personal liability with respect thereto. Each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower, any Co- Borrower or any other Party with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower, any Co-Borrower or any other Party (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Lender to marshal assets in favor of Borrower, any Co-Borrower or any other Person, (e) except as otherwise provided in this Subsidiary Guaranty, any failure of Lender to give notice of sale or other disposition of any collateral securing any Guarantied Obligation to that Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of any collateral securing any Guarantied Obligation, (f) any failure of Lender to comply with applicable Laws in connection with the sale or other disposition of any collateral securing any Guarantied Obligation or other security for any Guarantied Obligation, including without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral securing any Guarantied Obligation or other security for any Guarantied Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Co- Borrower, any other Party or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) 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, (k) any extension of credit or the grant of any Lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (1) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Lender for any reason, (0) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 paragraph 40.495(4) of the Nevada Revised Statutes ("NRS"), the benefits of the one-action rule under NRS Section 40.430, or (q) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. 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.

Waivers and Consents. (a) Notice of acceptance of this Amended and Restated Guaranty, the making of loans and advances and providing other financial accommodations to Borrowers and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which any Applicable Borrower or Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person other than is entitled are hereby waived by Guarantor. Guarantor and, in full recognition of that fact, Guarantor consents and agrees that Lender mayalso, to the extent permitted under by applicable law, waives notice of and hereby consents to (i) any amendment, modification, supplement, waiver, extension, renewal, or restatement of the Transaction Amended and Restated Loan Agreement and any of the other Loan Documents, including without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and, to the extent permitted by applicable law, the guaranty made herein shall apply to the Amended and Restated Loan Agreement and the other Loan Documents 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 Lender for the obligations of any Applicable 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 any Applicable 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 or guaranties for the Obligations any financing by Agent or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce Lender of any security Applicable Borrower under Section 364 of the United States Bankruptcy Code 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 cash collateral by Agent or Lenders under Section 363 of the United States Bankruptcy Code (it being understood that the waiver set forth in this clause (v) is not intended to either (x) impair or otherwise limit any security and bid and purchase at right of the Applicable Borrower(s) to consent or object to any sale; and/or financing described in this clause (ixv) consent or (y) create any liability or other obligation of the Guarantor under any such financing unless the Guarantor expressly consents to the merger, change or any other restructuring or termination incurrence by it at such time). Guarantor agrees that the 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 the continuing effectiveness hereof, or the enforceability hereof with respect to all or affected by any part of the Obligationsforegoing.

Waivers and Consents. (a) Guarantor acknowledges that the obligations of Guarantor 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 the Lenders (or their agents, in either case as permitted or required by the Credit Agreement) 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 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 Documents or the Guarantied Obligations or any part thereof; (ivd) accept partial payments on the ObligationsGuarantied Obligations and apply any and all payments or recoveries from the Borrower or any guarantor to such of the indebtedness as the Lenders may elect in their sole discretion; (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 Lenders in its their sole and absolute discretion may determine; (viig) release any other Person from any personal liability with respect to the Guarantied Obligations or any part thereof; (viiih) settle, release on terms satisfactory to Lender the Lenders, as the case may be, or by operation of applicable Applicable Law or otherwise, otherwise liquidate or enforce any Guarantied Obligations 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 full payment and performance of all Guarantied Obligations); and/or (ixi) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower or any other Personthe Borrower, 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.; and/or extend other credit to the Borrower, and may take and hold security for the credit so extended, all without affecting Guarantor’s liability under this Guaranty; (j) otherwise deal with Borrower, any other guarantor as the Lender may elect in its sole discretion. Guarantor expressly agrees that until the Guarantied Obligations are paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, Guarantor shall not be released by or because of:

Waivers and Consents. (a) Guarantor Each Grantor acknowledges that the obligations undertaken Liens created or granted herein involve the guaranty will or may secure Obligations of 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 Secured 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 Secured 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; (iiic) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Loan 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 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 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 Secured 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 Secured 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 (ixi) consent to the merger, change or any other restructuring or termination of the corporate or other existence of a Borrower any Grantor or any other Person, and correspondingly restructure the Secured 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 Lien 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 Secured Obligations. Without limiting the foregoing, each Grantor waives any rights and defenses that are or may become available to such Grantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, and successor provisions. Upon the occurrence and during the continuance of any Event of Default, Secured Party may enforce this Agreement independently as to each Grantor and independently of any other remedy or security Secured Party at any time may have or hold in connection with the Secured Obligations, and it shall not be necessary for Secured Party to marshal assets in favor of any Grantor or any other Person or to proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce this Agreement. Each Grantor expressly waives any right to require Secured Party to marshal assets in favor of any Grantor or any other Person or to proceed against any other Loan Party or any Collateral provided by any other Loan Party, and agrees that Secured Party may proceed against the Loan Parties and/or the Collateral in such order as it shall determine in its sole and absolute discretion. Secured Party may file a separate action or actions against any Grantor, whether or not action is brought or prosecuted with respect to any other security or against any other Grantor or any other Person, or whether or not any other Person is joined in any such action or actions. Each Grantor agrees that Secured Party and any other Loan Party and any Affiliate of any other Loan Party 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 validity of, or the lien or security interest granted or created by, this Agreement. Secured Party’s rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Secured Obligations which thereafter shall be required to be restored or returned by Secured Party upon the bankruptcy, insolvency or reorganization of any Loan Party or otherwise (and whether by litigation, settlement, demand or otherwise), all as though such amount had not been paid. Each Grantor agrees that the Liens created or granted herein and the enforceability of this Agreement at all times shall remain effective to secure the full amount of all the Secured Obligations even though the Secured Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any other Loan Party and whether or not any other Loan Party shall have any personal liability with respect thereto. Each Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Loan Party with respect to the Secured Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Secured Obligations or the lack of perfection or continuing perfection or failure or subordination of priority of any security for the Secured Obligations, (c) the cessation for any cause whatsoever of the liability of any other Loan Party (other than by reason of the full payment and performance of all Secured Obligations), (d) any failure of Secured Party to marshal assets in favor of any Grantor or any other Person, (e) except as otherwise provided in this Agreement, any failure of Secured Party to give notice of sale or other disposition of Collateral to any Grantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) except as otherwise provided in this Agreement, any failure of Secured Party to comply with applicable Laws in connection with the sale or other disposition of any Collateral or other security for any Secured Obligation, including, without limitation, any failure of Secured Party to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any Secured Obligation, (g) any act or omission of Secured Party or others that directly or indirectly results in or aids the discharge or release of Borrower or any other Loan Party or the Secured Obligations or any other security or guaranty therefor by operation of Law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Secured Party to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Secured Party for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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, the benefits of any form of one-action rule under any applicable Law, or (q) any action taken by Secured Party that is authorized by this Section 19 or any other provision of any Loan Document. 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 Secured Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Secured Obligations.

Waivers and Consents. (a) Guarantor Each Grantor acknowledges that the obligations undertaken Liens created or granted herein involve the guaranty will or may secure Obligations of 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, 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 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 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 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 any Grantor 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 Lien 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. Upon the occurrence and during the continuance of any Event of Default, Secured Party may enforce this Agreement independently as to each Grantor and independently of any other remedy or security Secured Party at any time may have or hold in connection with the Obligations secured hereby, and it shall not be necessary for Secured Party to marshal assets in favor of any Grantor or any other Person or to proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce this Agreement. Each Grantor expressly waives any right to require Secured Party to marshal assets in favor of any Grantor or any other Person or to proceed against any other Grantor or any Collateral provided by any other Grantor, and agrees that Secured Party may proceed against Grantors and/or the Collateral in such order as it shall determine in its sole and absolute discretion. Secured Party may file a separate action or actions against any Grantor, 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. Each Grantor agrees that Secured Party and Borrower and any Affiliate of Borrower 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 Agreement. Secured Party’s rights hereunder shall be reinstated and revived, and the enforceability of this 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 Secured Party upon the bankruptcy, insolvency or reorganization of any Grantor or otherwise, all as though such amount had not been paid. The Liens created or granted herein and the enforceability of this Agreement at all times shall remain effective to secure 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 Borrower or any other Party and whether or not Borrower or any other Party shall have any personal liability with respect thereto. Each Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or any other Party with respect to the Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower or any other Party (other than by reason of the full payment and performance of all Obligations), (d) any failure of Secured Party to marshal assets in favor of any Grantor or any other Person, (e) except as otherwise provided in this Agreement, any failure of Secured Party to give notice of sale or other disposition of Collateral to any Grantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) except as otherwise provided in this Agreement, any failure of Secured Party to comply with applicable Laws in connection with the sale or other disposition of any Collateral or other security for any Obligations, including, without limitation, any failure of Secured Party to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any Obligations, (g) any act or omission of Secured Party or others that directly or indirectly results in or aids the discharge or release of Borrower or any other Party or the Obligations or any other security or guaranty therefor by operation of Law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Secured Party to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Secured Party for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 under any applicable Law, or (q) any action taken by Secured Party that is authorized by this Section 7 or any other provision of any Loan Document. 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 Agreement or of the existence, creation or 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 Persons 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: (ia) supplement, modify, amend, extend, renew, accelerate or otherwise 364-Day Loan Agreement change the time for payment or the other terms of the Guarantied Obligations or any part thereof, including without limitation INCLUDING 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 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 Borrowers, or any of them, 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 or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guarantied Obligations.; 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 may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guarantied Obligations. Guarantor expressly waives any right to require Lender to marshal assets in favor of Guarantor, and agrees that Lender may proceed against Borrowers or any of them, 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 may file a separate action or actions against Borrowers, or any of them, and/or 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 that Lender, Borrowers, or any of them, and any Affiliates of any 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. Lender's rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of Borrowers, or any of them, or any other Person, 364-Day Loan Agreement 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 Guarantor at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor or surety and whether or not Borrowers shall have any personal liability with respect thereto. Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrowers, or any of them, with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrowers, or any of them (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Lender to marshal assets in favor of Borrowers or any other Person, (e) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of collateral to Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) 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 Guarantied 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 Guarantied Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of Borrowers, or any of them, or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, INCLUDING 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, or (q) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. 364-Day Loan Agreement

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 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 INCLUDING 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 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 Borrowers, or any of them, 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 or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guarantied Obligations; 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 may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guarantied Obligations. Guarantor expressly waives any right to require Lender to marshal assets in favor of Guarantor, and agrees that Lender may proceed against Borrowers or any of them, 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 may file a separate action or actions against Borrowers, or any of them, and/or 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 that Lender, Borrowers, or any of them, and any Affiliates of any 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. Lender's rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by Lender 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 and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor or surety and whether or not Borrowers shall have any personal liability with respect thereto. Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrowers, or any of them, with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrowers, or any of them (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Lender to marshal assets in favor of Borrowers or any other Person, (e) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of collateral to Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) 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 Guarantied 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 Guarantied Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of Borrowers, or any of them, or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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, or (q) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the 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 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 Subordinated Note Holders, together with Issuer, 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: 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 INCLUDING any increase or decrease of the principal amount thereof or the rate(s) rate 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 Subordinated Notes 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 Documents Subordinated Notes 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 Subordinated Note Holders in its sole and absolute discretion conjunction with Issuer may determine; (viig) release any Person person from any personal liability with respect to the Guarantied Obligations or any part thereof; (viiih) settle, release on terms satisfactory to Lender Subordinated Note Holders 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, Issuer 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. Upon the occurrence and during the continuance of any Event of Default, Subordinated Note Holders may enforce this Guaranty independently of any other remedy or security Subordinated Note Holders at any time may have or hold in connection with the Guarantied Obligations. Guarantor expressly waives any right to require the Subordinated Note Holders to marshal assets in favor of Issuer, or to proceed against Issuer, or upon or against any security or remedy, before proceeding to enforce this Guaranty. Guarantor agrees that the Subordinated Note Holders may proceed against Issuer, or upon or against any security or remedy, in such order as they shall determine in their sole and absolute discretion. Subordinated Note Holders may file a separate action or actions against Issuer and/or 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 that Subordinated Note Holders, Issuer, any other obligors and any affiliates of Issuer or such obligors 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. Subordinated Note Holders' rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be disgorged, restored or returned by Subordinated Note Holders upon the bankruptcy, insolvency or reorganization of Issuer or any other person, or otherwise, all as though such amount had not been paid. The rights of Subordinated Note Holders created or granted herein and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Issuer or any other guarantor or surety or any other person and whether or not Issuer or any other person shall have any personal liability with respect thereto. Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Issuer or any other obligor with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Issuer or any other obligor (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Subordinated Note Holders to marshal assets in favor of Issuer or any other person, (e) except as otherwise provided in this Guaranty, any failure of Subordinated Note Holders to give notice of sale or other disposition of Collateral to Guarantor or any other person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) except as otherwise provided in this Guaranty, any failure of Subordinated Note Holders to comply with applicable laws in connection with the sale or other disposition of any Collateral or other security for any Guarantied obligations, including without limitation, any failure of Subordinated Note Holders to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any Guarantied Obligation, (g) any act or omission of Subordinated Note Holders or others that directly or indirectly results in or aids the discharge or release of Issuer or any other obligor or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Subordinated Note Holders to file or enforce a claim in any bankruptcy or other proceeding with respect to any person, (j) the election by Subordinated Note Holders, in any bankruptcy proceeding of any person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (1) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person, (n) the avoidance of any lien in favor of Subordinated Note Holders for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any person, INCLUDING 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 (q) any action taken by Subordinated Note Holders that is authorized by this Section or any other provision of the Subordinated Notes. Guarantor expressly waives 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) Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to Borrowers and presentment, demand, protest, notice of protest, notice of dishonor, notice of nonpayment or default and all other notices to which any 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, the interest rate, fees, other charges, 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 Agent or any Lender for the obligations of any 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 Agent of Guarantor hereunder, and without affecting (iii) the enforceability exercise of, or continuing effectiveness hereof: refraining from the exercise of any rights against any Borrower 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 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 Agent and/or any Lender of any 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 the merger, change cash collateral by Agent or any other restructuring or termination Lender under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. Guarantor agrees that the 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 the continuing effectiveness hereof, or the enforceability hereof with respect to all or affected by any part of the Obligationsforegoing.

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 continu- ing 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 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 effec- tiveness hereof, or the enforceability hereof with respect to all or any part of the Guarantied Obligations. Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Subsidiary Guaranty independently as to each Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guarantied Obligations. Each Guarantor expressly waives any right to require Lender to marshal assets in favor of Borrower, and agrees that Lender may proceed against Borrower, or upon or against any 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 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. Guarantors agree that Lender and 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. Lender's rights 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 to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. Each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Lender to marshal assets in favor of Borrower or any other Person, (e) except as otherwise required by Law or as provided in this Subsidiary Guaranty, any failure of Lender to give notice of sale or other disposition of collateral to such Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) except as otherwise required by Law or as provided in this Subsidiary Guaranty, 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 Guarantied 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 Guarantied Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 paragraph 40.495(4) of the Nevada Revised Statutes ("NRS"), the benefits of the one- action rule under NRS Section 40.430, or (q) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. 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 (except as otherwise provided in 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. 8.

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 their respective 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 their respective Secured Obligations; (iib) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the their respective Secured Obligations or any part thereof, or any of the Transaction Documents 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 transaction documents or the their respective 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 their respective 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 their respective 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 their respective 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 the Company or any other PersonRelated Party, and correspondingly restructure the their respective 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. Second Amended and Restated Sponsor Completion Guarantee (MGM Resorts International) The Enforcement Collateral Agent, on behalf of the Beneficiaries, may enforce this Guarantee independently of any other remedy or security the Beneficiaries at any time may have or hold in connection with their respective Secured Obligations. Completion Guarantor expressly waives any right to require the Beneficiaries to marshal assets in favor of the Company, Completion Guarantor or any other Person, and agrees that the Beneficiaries may proceed against the Company or any other Person, or upon or against any security or remedy, before proceeding to enforce this Guarantee, in such order as they shall determine in their discretion. The Enforcement Collateral Agent, on behalf of the Beneficiaries, may file a separate action or actions against the Company 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 the Beneficiaries and the Company and any Affiliates of the Company may deal with each other in connection with their respective 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 effectiveness and enforceability of this Guarantee. The Beneficiaries’ rights hereunder shall be reinstated and revived, and the enforceability of this 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 the Beneficiaries upon the bankruptcy, insolvency or reorganization of the Company, Completion Guarantor or any other Person, or otherwise, all as though such amount had not been paid. The rights of the Beneficiaries created or granted herein and the enforceability of this Guarantee with respect to Completion Guarantor at all times shall remain effective to guarantee the full amount of all the Guaranteed Obligations even though the Secured Obligations of certain (but not all) of the Beneficiaries shall have been paid in full and even though the respective Secured Obligations of the Beneficiaries, or any part thereof, or any security or guarantee therefor, may be or hereafter may become invalid or otherwise unenforceable as against the Company or any other Related Party or any other guarantor or surety and whether or not the Company or any other Related Party shall have any personal liability with respect thereto. Completion Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of the Company or any other Related Party with respect to any of the Secured Obligations, (b) the unenforceability or invalidity of any security or guarantee for any of the Secured Obligations or the lack of perfection or continuing perfection or failure of priority of any security for any of the Secured Obligations, (c) the cessation for any cause whatsoever of the liability of the Company or any other Related Party (other than by reason of the full payment and performance of all their respective Secured Obligations and the termination of all commitments under the pertinent transaction documents), (d) any failure of the Beneficiaries to marshal assets in favor of the Company, any other Related Party or any other Person, (e) any failure of the Beneficiaries to give notice of sale or other disposition of any collateral securing any Secured Obligation to Completion Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of any collateral securing any Secured Obligation, (f) any failure of the Beneficiaries to comply with applicable Laws in connection with the sale or other disposition of any collateral securing any Secured Obligation or other security for any Secured Obligation, including without limitation, any failure of the Beneficiaries to conduct a commercially reasonable sale or other disposition of any collateral securing any Secured Obligation or other security for any Secured Obligation, (g) any Second Amended and Restated Sponsor Completion Guarantee (MGM Resorts International) act or omission of the Beneficiaries or others that directly or indirectly results in or aids the discharge or release of the Company or any other Related Party or any of their respective Secured Obligations or any security or guarantee therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of the Beneficiaries to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by the 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, (k) any extension of credit or the grant of any Lien under Section 364 of the Bankruptcy Code of the United States, (l) any use of cash collateral under Section 363 of the Bankruptcy Code of the United States, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of the Beneficiaries for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 (q) any action taken by the Enforcement Collateral Agent that is authorized by this Section or any other provision of any transaction document. Without limiting the generality of any of the foregoing, in the event of any dissolution or insolvency of Completion Guarantor, the general inability of Completion Guarantor to pay debts as they mature, an assignment by Completion Guarantor for the benefit of creditors, the institution of any proceeding by or against Completion Guarantor alleging Completion Guarantor is insolvent or unable to pay its debts as they mature, and such event occurs prior to the Completion Date, the Beneficiaries shall be deemed to have an accelerated obligation under this Guarantee in the amount of Completion Guarantor’s estimated liability under this Guarantee (which in no circumstances shall be less than (a) $300,000,000 prior to the Perini Lawsuit Resolution and (b) $50,000,000 subsequent to the Perini Lawsuit Resolution), and the Enforcement Collateral Agent shall be entitled to file a proof of claim and otherwise pursue the allowance and recovery of such a claim (and take any and all other actions in connection therewith) in any such proceeding. 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 any and all of the Secured Obligations, and all notices of acceptance of this 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 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: (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 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 security or 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 the 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 the 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 Borrowers, 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. Upon the occurrence and during the continuance of any Event of Default, the Lender may enforce this Guaranty independently of any other remedy or security the Lender at any time may have or hold in connection with the Guarantied Obligations, and it shall not be necessary for the Lender to marshal assets in favor of Borrowers, any Guarantor 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 the Lender to marshal assets in favor of Borrowers, any Guarantor or any other Person or to proceed against Borrowers, any Guarantor or any collateral provided by any Person, and agrees that the Lender may proceed against Borrowers, any Guarantor and/or any collateral in such order as the Lender shall determine in its sole and absolute discretion. The Lender may file a separate action or actions against Borrowers 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 action or actions. Each Guarantor agrees that the Lender and any Borrower Party 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 enforceability of this Guaranty. The Lender’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by the Lender upon the bankruptcy, insolvency or reorganization of Borrowers or any other Person, or otherwise, all as though such amount had not been paid. The rights of the Lender created or granted herein and the enforceability of this Guaranty with respect to each Guarantor at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor or surety and whether or not Borrowers shall have any personal liability with respect thereto. Each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrowers with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrowers or any other guarantor (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of the Lender to marshal assets in favor of Borrowers or any other Person, (e) any failure of the Lender to give notice of sale or other disposition of any collateral to Borrowers, any Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of any collateral, (f) 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 Guarantied Obligations, 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 Guarantied Obligation, (g) any act or omission of the Lender or others that directly or indirectly results in or aids the discharge or release of Borrowers or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any law which provides that the obligation of a surety or guarantor must neither be large 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 Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) 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, (k) any extension of credit or the grant of any lien under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any lien in favor of the Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the Guarantied Obligations (or any interest thereof) in or as a result of any such proceeding, (p) any rights and defenses that are or may become available to any Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code, or (q) any action taken by the Lender that is authorized by this Section 7 or any other provision of any Loan Document. Until such time, if any, as all of the Guarantied Obligations have been paid and performed in full and no commitment to advance funds to Borrowers remains in effect and all Letters of Credit shall have expired or been cancelled, no Guarantor shall have any rights of subrogation, contribution, reimbursement or indemnity with respect to Borrowers, any other Guarantor or any other Person liable for any portion of the Guarantied Obligations, and until such time, each Guarantor expressly waives any right to enforce any remedy that the Lender 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 the Lender. Each Guarantor expressly waives all set-offs 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 incurring 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 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 Loan 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 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 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. Upon the occurrence and during the continuance of any Event of Default, Beneficiary may enforce this Guaranty, except to the extent prohibited by applicable Law, independently as to any Guarantor and independently of any other remedy or security Beneficiary or Collateral Agent, as applicable, at any time may have or hold in connection with the Guarantied Obligations. Each Guarantor expressly waives any right to require Beneficiary or Collateral Agent to marshal assets in favor of Borrower or any other Person, and agrees that each of Beneficiary and Collateral Agent, as applicable, may proceed against Borrower or any other Person, or upon or against any security or remedy, before proceeding to enforce this Guaranty, in such order as Borrower or Collateral Agent, as applicable, shall determine in its sole and absolute discretion. Beneficiary and Collateral Agent, as applicable, each may file a separate action or actions against Borrower, 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 each of Beneficiary, Collateral Agent, each Guarantor, and 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 this Guaranty or any security for this Guaranty. Beneficiary’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by 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 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 to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. Except to the extent Guarantors are prohibited from waiving pursuant to applicable Law, each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of: (a) any disability or other defense of Borrower with respect to the Guarantied Obligations; (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations; (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all Guarantied Obligations, other than any contingent indemnification obligations for which no claim has been made); (d) any failure of Beneficiary or Collateral Agent to marshal assets in favor of Borrower or any other Person; (e) any failure of Collateral Agent to give notice of sale or other disposition of Collateral to any Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral; (f) any failure of Collateral Agent to comply with applicable Laws in connection with the sale or other disposition of any Collateral or other security for any Guarantied Obligation, including without limitation, any failure of Collateral Agent to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any Guarantied Obligation; (g) any act or omission of Beneficiary, Collateral Agent or others that directly or indirectly results in or aids the discharge or release of Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise; (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (i) any failure of Beneficiary or Collateral Agent to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (j) the election by Beneficiary 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; (k) any extension of credit or the grant of any Lien under Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code; (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (n) the avoidance of any Lien in favor of Collateral Agent or Beneficiary for any reason; (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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; or (q) any action taken by Beneficiary or Collateral Agent that is authorized by this Section or any other provision of any Loan Documents. 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) 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 Agent and Noteholders 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 Note Purchase 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 Note Purchase 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 Agent and Noteholders in its their 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 Agent and Noteholders 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 Borrowers 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.

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, the interest rate, fees, other charges, 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 from time to timecollectively, the "Obligors"), including, without notice limitation, the surrender or demandrelease by Lender 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 Lender of Borrower under Section 364 of the United States Bankruptcy Code or any additional security consent to the use of cash collateral by Lender under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx 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 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 affected by 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 Obligationsforegoing.

Waivers and Consents. (a) Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to Borrowers and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which Borrower or Guarantor acknowledges that are entitled are hereby waived by Guarantor also waives notice of and hereby consents to, (i) any amendment, modification, supplement, extension, renewal, or restatement of the obligations undertaken Extension 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, the interest rate, fees, other charges, 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 Extension 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 Borrowers 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, without notice Guarantor or demandany other Obligor or any collateral, and without affecting (iv) the enforceability settlement, compromise or continuing effectiveness hereof: (i) supplementrelease of, 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 a 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 the merger, change or any other restructuring or termination cash collateral by Lender under Section 363 of the corporate existence United States Bankruptcy Code. Guarantor agrees that the amount 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 the continuing effectiveness hereof, or the enforceability hereof with respect to all or affected by any part of the Obligationsforegoing.

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 PI 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 PI 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 PI 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.

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.. –91– Upon the occurrence and during the continuance of any Event of Default, Creditor may enforce this Subsidiary Guaranty independently as to each Guarantor and independently of any other remedy or security Creditor at any time may have or hold in connection with the Guarantied Obligations. Each Guarantor expressly waives any right to require Creditor to marshal assets in favor of Borrower, and agrees that Creditor may proceed against Borrower, or upon or against any security or remedy, before proceeding to enforce this Subsidiary Guaranty, in such order as it shall determine in its sole and absolute discretion. Creditor may file a separate action or actions against 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. Guarantors agree that Creditor and 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. Creditor's rights 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 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 Creditor created or granted herein and the enforceability of this Subsidiary Guaranty with respect to Guarantors at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. Each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or such Guarantor with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Creditor to marshal assets in favor of Borrower or any other Person, (e) except as otherwise required by Law or as provided in this Subsidiary Guaranty, any failure of Creditor to give notice of sale or other disposition of collateral to such Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) except as otherwise required by Law or as provided in this Subsidiary Guaranty, any failure of 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 without limitation, any failure of Creditor to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Guarantied Obligation, (g) any act or omission of Creditor or others that directly or indirectly results in or aids the discharge or release of Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Creditor to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Creditor for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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, –92–

Waivers and Consents. (a) Guarantor acknowledges that Notice of acceptance of this Guaranty, the obligations undertaken making of loans and advances and providing other financial accommodations to Borrower and presentment, demand, notice of obligation or nonpayment or default and all other notices to which Borrower or any of the Guarantors are entitled are hereby waived by each of the Guarantors. Each of the Guarantors also waives notice of and hereby consents to, (i) any amendment, modification, supplement, extension, renewal, or restatement of the Credit Agreement and any of the other Loan Documents, including, without limitation, extensions of time of payment of, or increase or decrease in the amount of, any of the Guaranteed Obligations, the interest rate, fees, other charges, or any security, 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 Credit Agreement and the Transaction Documentsother Loan Documents and the Guaranteed Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, (ii) the taking, exchange, surrender and releasing of security or guarantees now or at any time held by or available to the Administrative Agent and from the Lenders for the obligations of Borrower or any other party at any time to timeliable 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 notice limitation, the surrender or demandrelease by the Administrative Agent of any one of the 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 the Guarantors or any other Obligor or any security, (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 or Guaranteed Obligations and (v) 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 financing by the Administrative Agent and/or any of the Transaction Documents Lenders of Borrower under Section 364 of the United States Bankruptcy Code 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 use of any security and bid and purchase at any sale; cash collateral by the Administrative Agent and/or (ix) consent to the merger, change or any other restructuring or termination Lenders under Section 363 of the corporate existence United States Bankruptcy Code. Each of a Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination Guarantors agrees that the amount of the Guaranteed Obligations shall not affect be diminished and the liability of Guarantor the Guarantors hereunder shall not be otherwise impaired or the continuing effectiveness hereof, or the enforceability hereof with respect to all or affected by any part of the Obligationsforegoing.

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 on payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rates, fees, other charges, 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 from time to timecollectively, the "Obligors"), including, without notice limitation, the surrender or demandrelease by Lender 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 Lender of Borrower under Section 364 of the United States Bankruptcy Code or any additional security consent to the use of cash collateral by Lender under Sectxxx 000 xx xxx Xxxxxx Xxxxxx Xxxkruptcy 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 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 affected by 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 Obligationsforegoing.

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. 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 or security Lender at any time may have or hold in connection with the Guarantied Obligations. Each Guarantor expressly waives any right to require Lender to marshal assets in favor of Borrower, and agrees that Lender may proceed against Borrower, or upon or against any 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 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 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. Lender's rights 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 to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other Guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. Each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Lender to marshal assets in favor of Borrower or any other Person, (e) except as otherwise provided in this Subsidiary Guaranty, any failure of Lender to give notice of sale or other disposition of Collateral to that Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) 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 Guarantied 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 Guarantied Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 (q) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. 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) 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. Upon the occurrence and during the continuance of any Event of Default, Secured Party may enforce this Guaranty independently as to each Guarantor and independently of any other remedy or security the Secured Party at any time may have or hold in connection with the Guarantied Obligations. Each Guarantor expressly waives any right to require Secured Party to marshal assets in favor of Borrower, and agrees that Secured Party may proceed against Borrower, 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. Secured Party may file a separate action or actions against 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. Guarantors agree that Secured Party and 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. Secured Party’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by 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 Secured Party created or granted herein and the enforceability of this Guaranty with respect to Guarantors at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. Each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Secured Party to marshal assets in favor of Borrower or any other Person, (e) except as otherwise required by Law or as provided in this Guaranty, any failure of Secured Party to give notice of sale or other disposition of Collateral to such Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) except as otherwise required by Law or as provided in this Guaranty, any failure of Secured Party to comply with applicable Laws in connection with the sale or other disposition of any Collateral or other security for any Guarantied Obligation, including, without limitation, any failure of Secured Party to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any Guarantied Obligation, (g) any act or omission of Secured Party or others that directly or indirectly results in or aids the discharge or release of Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Secured Party to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by 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, (k) any extension of creditor the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Secured Party for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 paragraph 40.495(4) of the Nevada Revised Statutes (“NRS”), the benefits of the one-action rule under NRS Section 40.430, (q) any action taken by Secured Party that is authorized by this Section or any other provision of any Loan Document. 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 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. The Collateral Agent, on behalf of the Beneficiaries, may enforce this Guarantee independently of any other remedy or security the Beneficiaries at any time may have or hold in connection with the Secured Obligations. Completion Guarantor expressly waives any right to require the Beneficiaries to marshal assets in favor of Borrower, Completion Guarantor or any other Person, and agrees that the Beneficiaries may proceed against Borrower or any other Person, or upon or against any security or remedy, before proceeding to enforce this Guarantee, in such order as they shall determine in their discretion. The Collateral Agent, on behalf of the Beneficiaries, may file a separate action or actions against 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 the Beneficiaries and 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 effectiveness and enforceability of this Guarantee. The Beneficiaries’ rights hereunder shall be reinstated and revived, and the enforceability of this 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 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 the Beneficiaries created or granted herein and the enforceability of this Guarantee with respect to Completion Guarantor at all times shall remain effective to guarantee the full amount of all the Guaranteed Obligations even though the Secured Obligations, or any part thereof, or any security or guarantee therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other Loan Party or any other guarantor or surety and whether or not Borrower or any other Loan Party shall have any personal liability with respect thereto. Completion Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or any other Loan Party with respect to the Secured Obligations, (b) the unenforceability or invalidity of any security or guarantee for the Secured Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Secured Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower or any other Loan Party (other than by reason of the full payment and performance of all the Secured Obligations and the termination of all commitments under the Transaction Documents), (d) any failure of the Beneficiaries to marshal assets in favor of Borrower, any other Loan Party or any other Person, (e) any failure of the Beneficiaries to give notice of sale or other disposition of any collateral securing any Obligation to Completion Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of any collateral securing any Obligation, (f) any failure of 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 without limitation, any failure of the Beneficiaries to conduct a commercially reasonable sale or other disposition of any collateral securing any Obligation or other security for any Obligation, (g) any act or omission of the Beneficiaries or others that directly or indirectly results in or aids the discharge or release of Borrower or any other Loan Party or the Secured Obligations or any security or guarantee therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of the Beneficiaries to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by the 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, (k) any extension of credit or the grant of any Lien under Section 364 of the Bankruptcy Code of the United States, (l) any use of cash collateral under Section 363 of the Bankruptcy Code of the United States, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of the Beneficiaries for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 (q) any action taken by the Collateral Agent that is authorized by this Section or any other provision of any Transaction Document. Without limiting the generality of any of the foregoing, in the event of any dissolution or insolvency of Completion Guarantor, the general inability of Completion Guarantor to pay debts as they mature, an assignment by Completion Guarantor for the benefit of creditors, the institution of any proceeding by or against Completion Guarantor alleging Completion Guarantor is insolvent or unable to pay its debts as they mature, and such event occurs prior to the Completion Date, the Beneficiaries shall be deemed to have an accelerated obligation under this Completion Guarantee in the amount of Completion Guarantor’s estimated liability under this Completion Guarantee (which in no circumstances shall be less than $500,000,000), and the Collateral Agent shall be entitled to file a proof of claim and otherwise pursue the allowance and recovery of such a claim (and take any and all other actions in connection therewith) in any such proceeding. 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 Guarantee or of the existence, creation or incurrence of new or additional Secured Obligations.

Waivers and Consents. (a) Notice of acceptance of this Guaranty, the making of loans and advances and providing other financial accommodations to Borrowers and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which Applicable Borrower or Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person other than is entitled are hereby waived by Guarantor. Guarantor and, in full recognition of that fact, Guarantor consents and agrees that Lender mayalso, to the extent permitted under by applicable law, waives notice of and hereby consents to (i) any amendment, modification, supplement, waiver, extension, renewal, or restatement of the Transaction Loan Agreement and any of the other Loan Documents, including, without limitation, extensions of time of payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, or any collateral, and, to the extent permitted by applicable law, the guaranty made herein shall apply to the Loan Agreement and the other Loan Documents 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 Lender for the obligations of Applicable 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 Applicable 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 or guaranties for the Obligations any financing by Agent or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security Lender of Applicable Borrower under Section 364 of the United States Bankruptcy Code 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 cash collateral by Agent or Lenders under Section 363 of the United States Bankruptcy Code (it being understood that the waiver set forth in this clause (v) is not intended to either (x) impair or otherwise limit any security and bid and purchase at right of the Applicable Borrower(s) to consent or object to any sale; and/or financing described in this clause (ixv) consent or (y) create any liability or other obligation of the Guarantor under any such financing unless the Guarantor expressly consents to the merger, change or any other restructuring or termination incurrence by it at such time). Guarantor agrees that the 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 the continuing effectiveness hereof, or the enforceability hereof with respect to all or affected by any part of the Obligationsforegoing.

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 existence of a Borrower Borrower, 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 or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guarantied Obligations. Upon the occurrence and during the continuance of any Event of Default, Beneficiary may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Beneficiary at any time may have or hold in connection with the Guarantied Obligations. Guarantor expressly waives any right to require Beneficiary to marshal assets in favor of Guarantor, and agrees that Beneficiary may proceed against Borrower, 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. Beneficiary may file a separate action or actions against Borrower and/or 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 that Beneficiary, 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. Beneficiary's rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by 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 Beneficiary created or granted herein and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Beneficiary to marshal assets in favor of Borrower or any other Person, (e) except as otherwise provided in this Guaranty, any failure of Beneficiary to give notice of sale or other disposition of Collateral to Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) any failure of Beneficiary to comply with applicable Laws in connection with the sale or other disposition of any Collateral or other security for any Guarantied Obligation, including without limitation, any failure of Beneficiary to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any Guarantied Obligation, (g) any act or omission of Beneficiary or others that directly or indirectly results in or aids the discharge or release of Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Beneficiary to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by Beneficiary, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Beneficiary for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 paragraph 40.495(4) of the Nevada Revised Statutes ("NRS"), the benefits of the one-action rule under NRS Section 40.430, or (q) any action taken by Beneficiary that is authorized by this Section or any other provision of any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the 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 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 Agent and Purchasers 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 Agent and Purchasers in its their 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 Agent and Purchasers 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 Company 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.

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.. Upon the occurrence and during the continuance of any Event of Default, Creditor may enforce this Subsidiary Guaranty independently as to each Guarantor and independently of any other remedy or security Creditor at any time may have or hold in connection with the Guarantied Obligations. Each Guarantor expressly waives any right to require Creditor to marshal assets in favor of Borrower, and agrees that Creditor may proceed against Borrower, or upon or against any security or remedy, before proceeding to enforce this Subsidiary Guaranty, in such order as it shall determine in its sole and absolute discretion. Creditor may file a separate action or actions against 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. Guarantors agree that Creditor and 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. Creditor's rights 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 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 Creditor created or granted herein and the enforceability of this Subsidiary Guaranty with respect to Guarantors at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. Each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or such Guarantor with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Creditor to marshal assets in favor of Borrower or any other Person, (e) except as otherwise required by Law or as provided in this Subsidiary Guaranty, any failure of Creditor to give notice of sale or other disposition of collateral to such Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) except as otherwise required by Law or as provided in this Subsidiary Guaranty, any failure of 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 without limitation, any failure of Creditor to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Guarantied Obligation, (g) any act or omission of Creditor or others that directly or indirectly results in or aids the discharge or release of Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Creditor to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Creditor for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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,

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 Administrative Agent 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 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 security or 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 Banks in its their 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 Banks 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.. Upon the occurrence and during the continuance of any Event of Default, Banks may enforce this Guaranty independently of any other remedy or security Banks at any time may have or hold in connection with the Guarantied Obligations, and it shall not be necessary for Banks to marshal assets in favor of Borrower, any Guarantor 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 Banks to marshal assets in favor of Borrower, any Guarantor or any other Person or to proceed against Borrower, any Guarantor or any collateral provided by any Person, and agrees that Banks may proceed against Borrower, any Guarantor and/or any collateral in such order as Banks shall determine in their sole and absolute discretion. Banks may file a separate action or actions against 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 action or actions. Each Guarantor agrees that Banks and any Borrower Party 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 enforceability of this Guaranty. Banks' rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by Banks 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 Banks created or granted herein and the enforceability of this Guaranty with respect to each Guarantor at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. Each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower or any other guarantor (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Banks to marshal assets in favor of Borrower or any other Person, (e) any failure of Banks to give notice of sale or other disposition of any collateral to Borrower, any Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of any collateral, (f) any failure of Banks to comply with applicable laws in connection with the sale or other disposition of any collateral or other security for any Guarantied Obligations, including, without

Waivers and Consents. (a) Guarantor acknowledges Obligors acknowledge that the obligations undertaken herein involve the guaranty support of obligations of a Person Persons other than Guarantor Obligors and, in full recognition of that fact, Guarantor consents consent and agrees that Lender mayagree, 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 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, or any of the Transaction Loan Documents to which Obligors are not a party or any additional security or guaranties, make-well agreements or other surety arrangements 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 or with respect to the Obligations 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 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 and any security therefor or guaranty with respect thereto 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 Obligor or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor Obligors or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, for the benefit of the Lenders, may enforce this Agreement independently as to each Obligor and independently of any other remedy or security Lenders at any time may have or hold in connection with the Obligations. Each Obligor expressly waives any right to require Administrative Agent or the Lenders to marshal assets in favor of Borrower or any other Person, and agrees that Lenders may proceed against Borrower or any other Person, or upon or against any security or remedy, before proceeding to enforce this Agreement, in such order as they shall determine their sole and absolute discretion. Administrative Agent, for the benefit of Lenders, may file a separate action or actions against Borrower or any one or more Obligors 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 Obligor agrees that Lenders and Borrower and any Affiliates of Borrower 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 Agreement. Subject to Section 4, the rights of Administrative Agent and the Lenders created or granted herein and the enforceability of this Agreement with respect to Obligors at all times shall remain effective to support the performance, and/or full payment, of each of the Obligations supported hereby (as limited in Section 4) even though such Obligations, or any part thereof, or any security or guaranty, make-well agreement or other surety arrangement therefor or with respect thereto, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other Obligor or surety and whether or not Borrower shall have any personal liability with respect thereto. Each Obligor expressly waives, to the fullest extent permitted by law, any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower with respect to the Obligations, (b) the unenforceability or invalidity of any security or guaranty, make-well agreement or other surety arrangement for or with respect to the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all obligations supported hereby), (d) any failure of Administrative Agent or the Lenders to marshal assets in favor of Borrower or any other Person, (e) except as otherwise provided in this Agreement, any failure of Administrative Agent or the Lenders to give notice of sale or other disposition of Collateral to Obligors or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) any failure of Administrative Agent or the Lender to comply with applicable Laws in connection with the sale or other disposition of any Collateral or other security for any Obligations, including without limitation, any failure Administrative Agent or Lenders to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any Obligations, (g) any act or omission of Administrative Agent or the Lenders or others that directly or indirectly results in or aids the discharge or release of Borrower or the Obligations or any security or guaranty, make-well agreement or other surety arrangement therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Administrative Agent or Lenders to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by Administrative 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 in paragraph 40.495(4) of the Nevada Revised Statutes (“NRS”), the benefits of the one-action rule under NRS Section 40.430, or (q) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. Each Obligor 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 Agreement or of the existence, creation or incurrence of new or additional Obligations.

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 any of Guarantors are entitled are hereby waived by each Guarantor. Each Guarantor acknowledges 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 that is signed by an authorized officer of Borrower, including, without limitation, extensions of time of payment of or increase or decrease in the obligations undertaken amount of any of the Guaranteed Obligations, the interest rate, fees, other charges, 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 from time to timecollectively, the “Obligors”), including, without notice limitation, the surrender or demandrelease by Lender 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 Guarantor 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 Lender of Borrower under Section 364 of the United States Bankruptcy Code or any additional security consent to the use of cash Collateral by Lender under Section 363 of the United States Bankruptcy Code. Each Guarantor agrees that the liability of Guarantors hereunder shall not be otherwise impaired 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 affected by 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 Obligationsforegoing.

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 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 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, 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 or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the 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. Upon the occurrence and during the continuance of any Event of Default, Creditor may enforce this Subsidiary Guaranty independently as to each Guarantor and independently of any other remedy or security Creditor at any time may have or hold in connection with the Guarantied Obligations. Each Guarantor expressly waives any right to require Creditor to marshal assets in favor of Borrower, and agrees that Creditor may proceed against Borrower, or upon or against any security or remedy, before proceeding to enforce this Subsidiary Guaranty, in such order as it shall determine in its sole and absolute discretion. Creditor may file a separate action or actions against 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. Guarantors agree that Creditor and 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. Creditor's rights 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 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 Creditor created or granted herein and the enforceability of this Subsidiary Guaranty with respect to Guarantors at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. Each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or such Guarantor with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Creditor to marshal assets in favor of Borrower or any other Person, (e) except as otherwise required by Law or as provided in this Subsidiary Guaranty, any failure of Creditor to give notice of sale or other disposition of collateral to such Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) except as otherwise required by Law or as provided in this Subsidiary Guaranty, any failure of 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 without limitation, any failure of Creditor to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Guarantied Obligation, (g) any act or omission of Creditor or others that directly or indirectly results in or aids the discharge or release of Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Creditor to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Creditor for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 paragraph 40.495(4) of the Nevada Revised Statutes ("NRS"), the benefits of the one-action rule under NRS Section 40.430, or (q) any action taken by Creditor that is authorized by this Section or any other provision of any Loan Document. 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 (except as otherwise provided in 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.

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. The Collateral Agent, on behalf of the Beneficiaries, may enforce this Completion Guarantee independently of any other remedy or security the Beneficiaries at any time may have or hold in connection with the Secured Obligations. Completion Guarantor expressly waives any right to require the Beneficiaries to marshal assets in favor of Borrower, Completion Guarantor or any other Person, and agrees that the Beneficiaries may proceed against Borrower or any other Person, or upon or against any security or remedy, before proceeding to enforce this Completion Guarantee, in such order as they shall determine in their discretion. The Collateral Agent, on behalf of the Beneficiaries, may file a separate action or actions against 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 the Beneficiaries and 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 effectiveness and enforceability of this Completion Guarantee. The Beneficiaries’ rights hereunder shall be reinstated and revived, and the enforceability of this 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 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 the Beneficiaries created or granted herein and the enforceability of this Completion Guarantee with respect to Completion Guarantor at all times shall remain effective 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, or any part thereof, or any security or guarantee therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other Loan Party or any other guarantor or surety and whether or not Borrower or any other Loan Party shall have any personal liability with respect thereto. Completion Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or any other Loan Party with respect to the Secured Obligations, (b) the unenforceability or invalidity of any security or guarantee for the Secured Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Secured Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower or any other Loan Party (other than by reason of the full payment and performance of all the Secured Obligations and the termination of all commitments under the Transaction Documents), (d) any failure of the Beneficiaries to marshal assets in favor of Borrower, any other Loan Party or any other Person, (e) any failure of the Beneficiaries to give notice of sale or other disposition of any collateral securing any Obligation to Completion Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of any collateral securing any Obligation, (f) any failure of 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 without limitation, any failure of the Beneficiaries to conduct a commercially reasonable sale or other disposition of any collateral securing any Obligation or other security for any Obligation, (g) any act or omission of the Beneficiaries or others that directly or indirectly results in or aids the discharge or release of Borrower or any other Loan Party or the Secured Obligations or any security or guarantee therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of the Beneficiaries to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by the 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, (k) any extension of credit or the grant of any Lien under Section 364 of the Bankruptcy Code of the United States, (l) any use of cash collateral under Section 363 of the Bankruptcy Code of the United States, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of the Beneficiaries for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 (q) any action taken by the Collateral Agent that is authorized by this Section or any other provision of any Transaction Document. 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 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 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 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 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 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 or other 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.. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may enforce this Guaranty independently as to each Guarantor and independently of any other remedy or security Bank at any time may have or hold in connection with the Guarantied Obligations. Each Guarantor expressly waives any right to require Bank to marshal assets in favor of Borrower, and agrees that the Administrative Agent may proceed against Borrower, 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. the Administrative Agent may file a separate action or actions against 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. Guarantors agree that Bank and 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. Bank's rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by Bank 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 Bank created or granted herein and the enforceability of this Guaranty with respect to Guarantors at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety or any other Person and whether or not Borrower or any other Person shall have any personal liability with respect thereto. Each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or any other Person with respect to the Guarantied Obligations (other than payment and satisfaction in full), (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower or any other Person (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Bank to marshal assets in favor of Borrower or any other Person, (e) any act or omission of Bank or others that directly or indirectly results in or aids the discharge or release of Borrower or any other Person or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (f) 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,

Waivers and Consents. (a) Guarantor acknowledges that the obligations of Guarantor 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 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 Documents thereof or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iiic) accept new now 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 in its sole and absolute discretion may determine; determine (viig) release any other Person from any personal liability with respect to the Obligations 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 in any manner, consent to the transfer of any security and bid and purchase at any salesale (other than by reason of the full payment and performance of all Guarantied obligations); and/or (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 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.corporate

Waivers and Consents. (a) To the fullest extent permitted by law, Completion Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person Persons other than Completion Guarantor and, in full recognition of that fact, Guarantor consents and agrees that Lender the Administrative Agent and 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 hereof: (ihereof:(a) 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 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 obligations guarantied hereby or any part thereof, or any of the Transaction Loan Documents to which Completion 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 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 guaranties, and apply any security and direct the order or manner of sale thereof as Lender Administrative Agent and the Creditors 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 Creditors 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, (h) 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, 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 Completion Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligationsobligations guarantied hereby. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, for the benefit of the Creditors, may enforce this Completion Guaranty independently as to Completion Guarantor and independently of any other remedy or security Creditors at any time may have or hold in connection with the obligations guarantied hereby. Completion Guarantor expressly waives any right to require Administrative Agent or the Creditors to marshal assets in favor of Borrower or any other Person, and agrees that Creditors may proceed against Borrower or any other Person, or upon or against any security or remedy, before proceeding to enforce this Completion Guaranty, in such order as they shall determine their sole and absolute discretion. Administrative Agent, for the benefit of Creditors, may file a separate action or actions against Borrower 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 Creditors and Borrower and any Affiliates of Borrower may deal with each other in connection with the 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. Administrative Agent's and Lenders' and Creditors' rights hereunder shall be reinstated and revived, and the enforceability of this Completion Guaranty shall continue, with respect to any amount at any time paid on account of the obligations guarantied hereby which thereafter shall be required to be restored or returned by Administrative Agent and/or Creditors 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 Administrative Agent and Creditors created or granted herein and the enforceability of this Completion Guaranty with respect to Completion Guarantor at all times shall remain effective to guaranty the performance, and/or payment in full, of each of the obligations guarantied hereby even though such obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or surety and whether or not Borrower shall have any personal liability with respect thereto. Completion Guarantor expressly waives, to the fullest extent permitted by law, any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower respect to the obligations guarantied hereby, (b) the unenforceability or invalidity of any security or Completion Guaranty for the obligations guarantied hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations guarantied hereby, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all obligations guarantied hereby), (d) any failure of Administrative Agent or the Creditors to marshal assets in favor of Borrower or any other Person, (e) except as otherwise provided in this Completion Guaranty, any failure of Administrative Agent or the Creditors to give notice of sale or other disposition of Collateral to Completion Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) any failure of Administrative Agent or the Creditors to comply with applicable Laws in connection with the sale or other disposition of any Collateral or other security for any obligations guarantied, including without limitation, any failure of Administrative Agent or the Creditors to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any obligations guarantied hereby, (g) any act or omission of Administrative Agent or the Creditors or others that directly or indirectly results in or aids the discharge or release of Borrower or the obligations guarantied hereby or any security or guaranty therefor by operation of law or otherwise, (h) 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 Administrative Agent or Creditors to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by Administrative Agent or Creditors, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of the Administrative Agent or the Creditors for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the obligations guarantied hereby (or any interest thereon) in or as a result of any such proceeding, or (p) any action taken by the Administrative Agent or the Creditors that is authorized by this Section or any other provision of any Loan Document. 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 obligations guarantied hereby, and all notices of acceptance of Completion Guaranty or of the existence, creation or incurrence of new or additional obligations to be guarantied hereby. The Administrative Agent and the Creditors may approve modifications to the Approved Budget and/or the Approved Plans, 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 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 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 the Loan Agreement 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 the Loan Agreement or 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 Borrower, 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 or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guarantied Obligations. Upon the occurrence and during the continuance of any Event of Default, the Bank may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security the Bank at any time may have or hold in connection with the Guarantied Obligations. Guarantor expressly waives any right to require the Bank to marshal assets in favor of Guarantor, and agrees that the Bank may proceed against Borrower, 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. The Bank may file a separate action or actions against Borrower and/or 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 that the Bank, Borrower and any affiliates of Borrower or 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. The Bank’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by the Bank 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 the Bank created or granted herein and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. To the maximum extent permitted by law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of the Bank to marshal assets in favor of Borrower or any other Person, (e) except as otherwise provided in this Guaranty, any failure of the Bank to give notice of sale or other disposition of collateral to Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) any failure of the Bank to comply with applicable laws in connection with the sale or other disposition of any collateral or other security for any Guarantied Obligation, including without limitation, any failure of the Bank to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Guarantied Obligation, (g) any act or omission of the Bank or others that directly or indirectly results in or aids the discharge or release of Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of the Bank to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by the 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, (k) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any lien in favor of the Bank for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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, or (q) any action taken by the Bank that is authorized by this Section or any other provision of the Loan Agreement or any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied Obligations. 8.

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 Administrative Agent 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 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 security or 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 Lenders in its their 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 Lenders 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 Borrowers, 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. Upon the occurrence and during the continuance of any Event of Default, Lenders may enforce this Guaranty independently of any other remedy or security Lenders at any time may have or hold in connection with the Guarantied Obligations, and it shall not be necessary for Lenders to marshal assets in favor of Borrowers, any Guarantor 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 Lenders to marshal assets in favor of Borrowers, any Guarantor or any other Person or to proceed against Borrowers, any Guarantor or any collateral provided by any Person, and agrees that Lenders may proceed against Borrowers, any Guarantor and/or any collateral in such order as Lenders shall determine in their sole and absolute discretion. Lenders may file a separate action or actions against Borrowers 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 action or actions. Each Guarantor agrees that Lenders and any Borrower Party 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 enforceability of this Guaranty. Lenders' rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by Lenders upon the bankruptcy, insolvency or reorganization of Borrowers or any other Person, or otherwise, all as though such amount had not been paid. The rights of Lenders created or granted herein and the enforceability of this Guaranty with respect to each Guarantor at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor or surety and whether or not Borrowers shall have any personal liability with respect thereto. Each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrowers with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrowers or any other guarantor (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Lenders to marshal assets in favor of Borrowers or any other Person, (e) any failure of Lenders to give notice of sale or other disposition of any collateral to Borrowers, any Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of any collateral, (f) any failure of Lenders to comply with applicable laws in connection with the sale or other disposition of any collateral or other security for any Guarantied Obligations, including, without limitation, any failure of Lenders to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Guarantied Obligation, (g) any act or omission of Lenders or others that directly or indirectly results in or aids the discharge or release of Borrowers or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any law which provides that the obligation of a surety or guarantor must neither be large 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 Lenders to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by 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, (k) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any lien in favor of Lenders for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the Guarantied Obligations (or any interest thereof) in or as a result of any such proceeding, (p) any rights and defenses that are or may become available to any Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code, or (q) any action taken by Lenders that is authorized by this Section 7 or any other provision of any Loan Document. Until such time, if any, as all of the Guarantied Obligations have been paid and performed in full and no commitment to advance funds to Borrowers remains in effect, no Guarantor shall have any rights of subrogation, contribution, reimbursement or indemnity with respect to Borrowers, any other Guarantor or any other Person liable for any portion of the Guarantied Obligations, and until such time, each Guarantor expressly waives any right to enforce any remedy that Lenders now have 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 Lenders. Each Guarantor expressly waives all set-offs 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 incurring of new or additional Guarantied Obligations.

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 Credit 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, interest rate, fees, other charges, 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 Credit 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 the merger, change or any other restructuring or termination cash collateral by Lender under Section 363 of the corporate existence United States Bankruptcy Code. Guarantor agrees that the amount 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 the continuing effectiveness hereof, or the enforceability hereof with respect to all or affected by any part of the Obligationsforegoing.

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 To the extent permitted under by applicable law, notice of acceptance of this Guaranty, the Transaction Documentsmaking 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 are 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 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, the interest rate, fees, other charges, or any collateral, and the guaranty 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 or any 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 or guaranties for the Obligations any financing by Agent or any part thereof; (vi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security Lender of Borrower under Section 364 of the United States Bankruptcy Code 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 the merger, change cash collateral by Agent or any other restructuring or termination Lender under Section 363 of the corporate existence of a Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination United States Bankruptcy Code. Guarantor agrees thxx xxx xxxxxx xx xxx Xxxxxxxxxx Obligations shall not affect be diminished and the liability of Guarantor hereunder shall not be otherwise impaired or the continuing effectiveness hereof, or the enforceability hereof with respect to all or affected by any part of the Obligationsforegoing.

Waivers and Consents. (a) Each Guarantor acknowledges acknowl- edges that the obligations undertaken herein involve the guaranty guar- anty 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 continu- ing 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 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 restruc- turing 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. Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Subsidiary Guaranty independently as to each Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guarantied Obligations. Each Guarantor expressly waives any right to require Lender to marshal assets in favor of Borrower, and agrees that Lender may proceed against Borrower, or upon or against any security or remedy, before proceeding to enforce this Subsidiary Guaranty, in such order as it shall determine in its sole and absolute discre- tion. Lender may file a separate action or actions against 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. Guarantors agree that Lender and Borrower and any Affiliates of Borrower may deal with each other in connection with the Guarantied Obligations or other- wise, 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. Lender's rights 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 to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. Each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Lender to marshal assets in favor of Borrower or any other Person, (e) except as otherwise required by Law or as provided in this Subsidiary Guaranty, any failure of Lender to give notice of sale or other disposition of collateral to such Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) except as otherwise required by Law or as provided in this Subsidiary Guaranty, 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 Guarantied 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 Guarantied Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 paragraph 40.495(4) of the Nevada Revised Statutes ("NRS"), the benefits of the one-action rule under NRS Section 40.430, or (q) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. 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 Obli- gations (except as otherwise provided in 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. 8.

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 Securities Purchase 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 Securities Purchase 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.

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 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 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 Borrowers, or any of them, 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 or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guarantied Obligations; 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 may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guarantied Obligations. Guarantor expressly waives any right to require Lender to marshal assets in favor of Guarantor, and agrees that Lender may proceed against Borrowers or any of them, 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 may file a separate action or actions against Borrowers, or any of them, and/or 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 that Lender, Borrowers, or any of them, and any Affiliates of any 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. Lender's rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by Lender 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 and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrowers or any other guarantor or surety and whether or not Borrowers shall have any personal liability with respect thereto. Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrowers, or any of them, with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrowers, or any of them (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Lender to marshal assets in favor of Borrowers or any other Person, (e) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of collateral to Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) 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 Guarantied 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 Guarantied Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of Borrowers, or any of them, or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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, or (q) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the 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) 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 any Guarantor acknowledges that or Borrower are entitled are hereby waived by each Guarantor. Each Guarantor also waives notice of and hereby consents to, (i) any amendment, modification, supplement, extension, renewal, or restatement of the obligations undertaken Loan Agreement, the Credit Agreement and any of the other Loan Documents, including, without limitation, extensions of time of payment of or 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 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, the Transaction DocumentsCredit Agreement and the other Loan Documents 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 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 of any Guarantor hereunder, and without affecting (iii) the enforceability exercise of, or continuing effectiveness hereof: refraining from the exercise of any rights against Borrower, any Guarantor 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 any Lender of Borrower under Section 364 of the United States Bankruptcy Code or consent to the use of cash collateral by any additional security Lender 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 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 affected by 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 Obligationsforegoing.

Waivers and Consents. (a) Guarantor Each Grantor acknowledges that the obligations undertaken Liens created or granted herein involve the guaranty will or may secure Obligations of 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, except in respect of the Pledge Agreement: (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 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 Secured 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; (iiic) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Loan 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 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 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 Secured 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 Secured 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 (ixi) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower any Grantor or any other Person, and correspondingly restructure the Secured 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 Lien 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 Secured Obligations. Upon the occurrence and during the continuance of any Event of Default, Secured Party may enforce this Assignment independently as to each Grantor and independently of any other remedy or security Secured Party at any time may have or hold in connection with the Secured Obligations secured hereby, and it shall not be necessary for Secured Party to marshal assets in favor of any Grantor or any other Person or to proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce this Assignment. Each Grantor expressly waives any right to require Secured Party to marshal assets in favor of any Grantor or any other Person or to proceed against any other Grantor or any Collateral provided by any other Grantor, and agrees that Secured Party may proceed against Grantors and/or the Collateral in such order as it shall determine in its sole and absolute discretion. Secured Party may file a separate action or actions against any Grantor, 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. Each Grantor agrees that Secured Party and Borrower and any Affiliate 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 of this Assignment. Secured Party's rights hereunder shall be reinstated and revived, and the enforceability of this Assignment shall continue, with respect to any amount at any time paid on account of the Secured Obligations which thereafter shall be required to be restored or returned by Secured Party upon the bankruptcy, insolvency or reorganization of any Grantor or otherwise, all as though such amount had not been paid. The Liens created or granted herein and the enforceability of this Assignment at all times shall remain effective to secure the full amount of all the Secured Obligations even though the Secured Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other Grantor and whether or not Borrower or any other Grantor shall have any personal liability with respect thereto. Each Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or any other Grantor with respect to the Secured Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Secured Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Secured Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower or any other Grantor (other than by reason of the full payment and performance of all Secured Obligations), (d) any failure of Secured Party to marshal assets in favor of any Grantor or any other Person, (e) except as otherwise provided in this Assignment, any failure of Secured Party to give notice of sale or other disposition of Collateral to any Grantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) except as otherwise provided in this Assignment, any failure of Secured Party to comply with applicable Laws in connection with the sale or other disposition of any Collateral or other security for any Secured Obligation, including, without limitation, any failure of Secured Party to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any Secured Obligation, (g) any act or omission of Secured Party or others that directly or indirectly results in or aids the discharge or release of Borrower or any other Grantor or the Secured Obligations or any other security or guaranty therefor by operation of Law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Secured Party to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Secured Party for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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, the benefits of any form of one-action rule under any applicable Law, or (q) any action taken by Secured Party that is authorized by this Section 8 or any other provision of any Loan Document. Until such time, if any, as all of the Secured Obligations have been paid and performed in full and no portion of the Commitment remains in effect, no Grantor shall have any 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 Collateral now or hereafter held by Secured Party. Guarantor specifically waives any rights or defenses Guarantor may have by reason of an election of remedies by Lender, or protection afforded to Borrower with respect to Borrower's obligations pursuant to the antideficiency or other laws limiting, qualifying or discharging Borrower's indebtedness, including, without limitation, California Code of Civil Procedure Sections 580a, 580b, 580d or 726. 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 Secured Obligations, and all notices of acceptance of this Assignment or of the existence, creation or incurring of new or additional Secured Obligations.

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, the interest rate, fees, other charges, 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 from time to timecollectively, the "Obligors"), including, without notice limitation, the surrender or demandrelease by Lender 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 Lender of Borrower under Section 364 of the United States Bankruptcy Code or any additional security consent to the use of cash collateral by Lender under Sectxxx 000 xx xxx Xxxxxx Xxxxxx Xxxkruptcy 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 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 affected by 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 Obligationsforegoing.

Waivers and Consents. (a) Guarantor Each Grantor acknowledges that the obligations undertaken Liens created or granted herein involve the guaranty will or may secure Obligations of obligations of a Person Persons other than Guarantor each 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 Secured 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 Secured 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; (iiic) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Loan 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 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 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 Secured 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 Secured 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 (ixi) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower any Grantor or any other Person, and correspondingly restructure the Secured 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 Lien 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 Secured Obligations. Upon the occurrence and during the continuance of any Event of Default, Secured Party may enforce this Agreement independently as to each Grantor and independently of any other remedy or security Secured Party at any time may have or hold in connection with the Secured Obligations secured hereby, and it shall not be necessary for Secured Party to marshal assets in favor of any Grantor or any other Person or to proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce this Agreement. Each Grantor expressly waives any right to require Secured Party to marshal assets in favor of any Grantor or any other Person or to proceed against any other Grantor or any Collateral provided by any other Grantor, and agrees that Secured Party may proceed against Grantors and/or the Collateral in such order as it shall determine in its sole and absolute discretion. Secured Party may file a separate action or actions against any Grantor, 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. Each Grantor agrees that Secured Party and Borrower and any Affiliate 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 of this Agreement. Secured Party's rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Secured Obligations which thereafter shall be required to be restored or returned by Secured Party upon the bankruptcy, insolvency or reorganization of any Grantor or otherwise, all as though such amount had not been paid. The Liens created or granted herein and the enforceability of this Agreement at all times shall remain effective to secure the full amount of all the Secured Obligations even though the Secured Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other Grantor and whether or not Borrower or any other Grantor shall have any personal liability with respect thereto. Each Grantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or any other Grantor with respect to the Secured Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Secured Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Secured Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower or any other Grantor (other than by reason of the full payment and performance of all Secured Obligations), (d) any failure of Secured Party to marshal assets in favor of any Grantor or any other Person, (e) any defect in any notice that may be given by or on behalf of Secured Party in connection with any sale or disposition of Collateral, if such defect does not detract from the practical effect of the notice, (f) any non-material failure of Secured Party to comply with applicable Laws in connection with the sale or other disposition of any Collateral or other security for any Secured Obligation, (g) any act or omission of Secured Party or others that directly or indirectly results in or aids the discharge or release of Borrower or any other Grantor or the Secured Obligations or any other security or guaranty therefor by operation of Law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Secured Party to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Secured Party for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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, the benefits of any form of one-action rule under any applicable Law, or (q) any action taken by Secured Party that is authorized by this Section 16 or any other provision of any Loan Document. Until such time, if any, as all of the Secured Obligations have been paid and performed in full and no portion of the Commitment remains in effect, no Grantor shall have any 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 Collateral now or hereafter held by Secured Party. Each Grantor specifically waives any rights or defenses such Grantor may have by reason of an election of remedies by Lender, or protection afforded to Borrower with respect to Borrower's obligations pursuant to the antideficiency or other laws limiting, qualifying or discharging Borrower's indebtedness, including, without limitation, California Code of Civil Procedure Sections 580a, 580b, 580d or 726. 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 Secured Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring 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 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 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 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 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 or other 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. Upon the occurrence and during the continuance of any Event of Default, Bank may enforce this Subsidiary Guaranty independently as to each Guarantor and independently of any other remedy or security Bank at any time may have or hold in connection with the Guarantied Obligations. Each Guarantor expressly waives any right to require Bank to marshal assets in favor of any Obligor, and agrees that Bank may proceed against any Obligor, or upon or against any security or remedy, before proceeding to enforce this Subsidiary Guaranty, in such order as it shall determine in its sole and absolute discretion. Bank may file a separate action or actions against any Obligor 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. Guarantors agree that Bank and the other Obligors and any affiliates of the other Obligors 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. Bank’s rights 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 Bank upon the bankruptcy, insolvency or reorganization of Borrower or any other Person, or otherwise, all as though such amount had not been paid. Each Guarantor agrees that the rights of Bank created or granted herein and the enforceability of this Subsidiary Guaranty with respect to Guarantors at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any other Obligor or any other guarantor or surety and whether or not any other Obligor shall have any personal liability with respect thereto. To the maximum extent permitted by applicable law, each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Obligor with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any guaranty for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of any other Obligor (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Bank to marshal assets in favor of Borrower or any other Person, (e) except as otherwise provided in this Subsidiary Guaranty or prohibited by applicable law, any failure of Bank to give notice of sale or other disposition of collateral to such Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) except as otherwise provided in this Subsidiary Guaranty or prohibited by applicable law, any failure of Bank to comply with applicable laws in connection with the sale or other disposition of any collateral or other security for any Guarantied Obligation, including without limitation, any failure of Bank to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Guarantied Obligation, (g) any act or omission of Bank or others that directly or indirectly results in or aids the discharge or release of any other Obligor or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Bank to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by 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, (k) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) [reserved], (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 (q) any action taken by Bank that is authorized by this Section or any other provision of any Loan Document. Until no part of the Line of Credit remains outstanding and all of the Guarantied Obligations have been paid and performed in full, no Guarantor shall have any right of subrogation, contribution (other than as set forth in Section 11), reimbursement or indemnity, and each Guarantor expressly waives any right to enforce any remedy that Bank 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 Bank. To the maximum extent permitted by applicable law, each Guarantor waives all rights and defenses arising out of an election of remedies by Bank, even though that election of remedies, has destroyed such Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise. 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 (except if such notice is required to be given to the Guarantors under this Guaranty, any other Loan Document or any other Guaranteed Obligations to which any Guarantor is a party).

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. 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 or security Lender at any time may have or hold in connection with the Guarantied Obligations. Each Guarantor expressly waives any right to require Lender to marshal assets in favor of Borrower, and agrees that Lender may proceed against Borrower, 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 may file a separate action or actions against 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 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. Lender’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the 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 to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. Each Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Lender to marshal assets in favor of Borrower or any other Person, (e) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of Collateral to any Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) 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 Guarantied 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 Guarantied Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 (q) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. 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) 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, interest rate, fees, other charges, 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 the merger, change or any other restructuring or termination cash collateral by Lender under Section 363 of the corporate existence United States Baxxxxxxxx Xxxx. Xxxxxxxxx xxxxxx that the amount 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 the continuing effectiveness hereof, or the enforceability hereof with respect to all or affected by any part of the Obligationsforegoing.

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 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 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, 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 or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guarantied Obligations. Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guarantied Obligations. Guarantor expressly waives any right to require Lender to marshal assets in favor of Guarantor, and agrees that Lender may proceed against Borrower, 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 may file a separate action or actions against Borrower and/or 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 that Lender, Borrower and any Affiliates of Borrower or 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. Lender’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the 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 Guarantor at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. To the maximum extent permitted by law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Lender to marshal assets in favor of Borrower or any other Person, (e) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of Collateral to Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) 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 Guarantied 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 Guarantied Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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, or (q) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the 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 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 Subordinated Note Holders, together with Issuer, 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: 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) rate 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 Chicago Note 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 Documents Chicago Note 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 Subordinated Note Holders in its sole and absolute discretion conjunction with Issuer may determine; (viig) release any Person person from any personal liability with respect to the Guarantied Obligations or any part thereof; (viiih) settle, release on terms satisfactory to Lender Subordinated Note Holders 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, Issuer 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. Upon the occurrence and during the continuance of any Event of Default, Subordinated Note Holders may enforce this Guaranty independently of any other remedy or security Subordinated Note Holders at any time may have or hold in connection with the Guarantied Obligations. Guarantor expressly waives any right to require the Subordinated Note Holders to marshal assets in favor of Issuer, or to proceed against Issuer, or upon or against any security or remedy, before proceeding to enforce this Guaranty. Guarantor agrees that the Subordinated Note Holders may proceed against Issuer, or upon or against any security or remedy, in such order as they shall determine in their sole and absolute discretion. Subordinated Note Holders may file a separate action or actions against Issuer and/or 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 that Subordinated Note Holders, Issuer, any other obligors and any affiliates of Issuer or such obligors 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. Subordinated Note Holders' rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be disgorged, restored or returned by Subordinated Note Holders upon the bankruptcy, insolvency or reorganization of Issuer or any other person, or otherwise, all as though such amount had not been paid. The rights of Subordinated Note Holders created or granted herein and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Issuer or any other guarantor or surety or any other person and whether or not Issuer or any other person shall have any personal liability with respect thereto. Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Issuer or any other obligor with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Issuer or any other obligor (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Subordinated Note Holders to marshal assets in favor of Issuer or any other person, (e) except as otherwise provided in this Guaranty, any failure of Subordinated Note Holders to give notice of sale or other disposition of Collateral to Guarantor or any other person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) except as otherwise provided in this Guaranty, any failure of Subordinated Note Holders to comply with applicable laws in connection with the sale or other disposition of any Collateral or other security for any Guarantied obligations, including without limitation, any failure of Subordinated Note Holders to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any Guarantied Obligation, (g) any act or omission of Subordinated Note Holders or others that directly or indirectly results in or aids the discharge or release of Issuer or any other obligor or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Subordinated Note Holders to file or enforce a claim in any bankruptcy or other proceeding with respect to any person, (j) the election by Subordinated Note Holders, in any bankruptcy proceeding of any person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any lien under Section 364 of the United States Xxxxxxxxxx Xxxx, (0) xxx xxx xx xxsh collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person, (n) the avoidance of any lien in favor of Subordinated Note Holders for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any person, including 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 (q) any action taken by Subordinated Note Holders that is authorized by this Section or any other provision of the Chicago Note. Guarantor expressly waives 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 Obligors acknowledge that the obligations undertaken herein involve the guaranty support of obligations of a Person Persons other than Guarantor Obligors and, in full recognition of that fact, Guarantor consents consent and agrees that Lender mayagree, 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 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, or any of the Transaction Loan Documents to which Obligors are not a party or any additional security or guaranties, make-well agreements or other surety arrangements 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 or with respect to the Obligations 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 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 and any security therefor or guaranty with respect thereto 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 Obligor or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor Obligors or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, for the benefit of the Lenders, may enforce this Agreement independently as to each Obligor and independently of any other remedy or security Lenders at any time may have or hold in connection with the Obligations. Each Obligor expressly waives any right to require Administrative Agent or the Lenders to marshal assets in favor of Borrower or any other Person, and agrees that Lenders may proceed against Borrower or any other Person, or upon or against any security or remedy, before proceeding to enforce this Agreement, in such order as they shall determine their sole and absolute discretion. Administrative Agent, for the benefit of Lenders, may file a separate action or actions against Borrower or any one or more Obligors 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 Obligor agrees that Lenders and Borrower and any Affiliates of Borrower 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 Agreement. Subject to Section 4, the rights –3– of Administrative Agent and the Lenders created or granted herein and the enforceability of this Agreement with respect to Obligors at all times shall remain effective to support the performance, and/or full payment, of each of the Obligations supported hereby (as limited in Section 4) even though such Obligations, or any part thereof, or any security or guaranty, make-well agreement or other surety arrangement therefor or with respect thereto, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other Obligor or surety and whether or not Borrower shall have any personal liability with respect thereto. Each Obligor expressly waives, to the fullest extent permitted by law, any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower with respect to the Obligations, (b) the unenforceability or invalidity of any security or guaranty, make-well agreement or other surety arrangement for or with respect to the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all obligations supported hereby), (d) any failure of Administrative Agent or the Lenders to marshal assets in favor of Borrower or any other Person, (e) except as otherwise provided in this Agreement, any failure of Administrative Agent or the Lenders to give notice of sale or other disposition of Collateral to Obligors or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) any failure of Administrative Agent or the Lender to comply with applicable Laws in connection with the sale or other disposition of any Collateral or other security for any Obligations, including without limitation, any failure Administrative Agent or Lenders to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any Obligations, (g) any act or omission of Administrative Agent or the Lenders or others that directly or indirectly results in or aids the discharge or release of Borrower or the Obligations or any security or guaranty, make-well agreement or other surety arrangement therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Administrative Agent or Lenders to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by Administrative 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 in paragraph 40.495(4) of the Nevada Revised Statutes ("NRS"), the benefits of the one-action rule under NRS Section 40.430, or (q) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. Each Obligor 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 Agreement or of the existence, creation or incurrence of new or additional Obligations.

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 Obligationsobligations guarantied hereby. Upon the occurrence and during the continuance of any Event of Default, 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 or security Lenders at any time may have or hold in connection with the obligations guarantied hereby. Each Completion Guarantor expressly waives any right to require Administrative Agent or the Lenders to marshal assets in favor of Borrower or any other Person, and agrees that Lenders may proceed against Borrower or any other Person, or upon or against any security or remedy, before proceeding to enforce this Completion Guaranty, in such order as they shall determine their sole and absolute discretion. Administrative Agent, for the benefit of Lenders, may file a separate action or actions against 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 Lenders and Borrower and any Affiliates of Borrower may deal with each other in connection with the 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. The rights of 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 to guaranty the performance, and/or payment in full, of each of the obligations guarantied hereby even though such obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other Completion Guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. Each Completion Guarantor expressly waives, to the fullest extent permitted by law, any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower respect to the obligations guaranteed hereby, (b) the unenforceability or invalidity of any security or guaranty for the obligations guarantied hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations guarantied hereby, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all obligations guarantied hereby), (d) any failure of Administrative Agent or the Lenders to marshal assets in favor of Borrower or any other Person, (e) except as otherwise provided in this Completion Guaranty, any failure of Administrative Agent or the Lenders to give notice of sale or other disposition of Collateral to Completion Guarantors or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) any failure of Administrative Agent or the Lender to comply with applicable Laws in connection with the sale or other disposition of any Collateral or other security for any obligations guarantied, including without limitation, any failure Administrative Agent or Lenders to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any obligations guarantied hereby, (g) any act or omission of Administrative Agent or the Lenders or others that directly or indirectly results in or aids the discharge or release of Borrower or the obligations guarantied hereby or any security or guaranty therefor by operation of law or otherwise, (h) 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 Administrative Agent or Lenders to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by Administrative 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the 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 (q) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. 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 obligations guarantied hereby, and all notices of acceptance of Completion Guaranty or of the existence, creation or incurrence of new or additional obligations 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 Agreement, the obligations undertaken herein involve the guaranty making of obligations loans and advances and providing other financial accommodations to a Borrower and presentment, demand, protest, notice of a Person protest, notice of nonpayment or default and all other notices (other than Guarantor and, in full recognition notice of that fact, Guarantor consents and agrees that Lender may, the application of the Collateral to the extent permitted under Obligations) to which Borrowers or Pledgor is entitled are hereby waived by Pledgor. Pledgor also waives notice of and hereby consents to, any amendment, modification, supplement, extension, renewal, or restatement of the Transaction DocumentsLoan 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 Obligations, the interest rate, fees, other charges, or any collateral shall apply to the Loan Agreement and the other Financing Agreements and the Obligations as so amended, modified, supplemented, renewed, restated or extended, increased or decreased, the taking, exchange, surrender and releasing of collateral or guarantees now or at any time and from held by or available to Pledgee for the obligations of Borrowers or any other party at any time to time, without notice liable on 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 in respect of the Obligations or who is the owner of any part thereofproperty which is security for the Obligations (individually, including without limitation an "Obligor" and collectively, the "Obligors"), the exercise of, or refraining from the exercise of any decrease of rights against Borrowers or any other Obligor or any collateral, the principal amount thereof settlement, compromise or release of, or the rate(s) waiver 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 Obligations and any additional security or guarantiesObligations incurred, or grant of security interest to secure Obligations, under Section 364 of the United States Bankruptcy Code or in connection with the use of cash collateral by any condition, covenant, default, remedy, right, representation Borrower under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. Pledgor agrees that the amount of the Obligations shall not be diminished and the liability of Pledgor 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 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 Obligationsforegoing.

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 Subordinated Note Holder, together with Issuer, 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: 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) rate 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 Subordinated Note 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 Documents Subordinated Note 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 Subordinated Note Holder in its sole and absolute discretion conjunction with Issuer may determine; (viig) release any Person person from any personal liability with respect to the Guarantied Obligations or any part thereof; (viiih) settle, release on terms satisfactory to Lender Subordinated Note Holder 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, Issuer 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. Upon the occurrence and during the continuance of any Event of Default, Subordinated Note Holder may enforce this Guaranty independently of any other remedy or security Subordinated Note Holder at any time may have or hold in connection with the Guarantied Obligations. Guarantor expressly waives any right to require Subordinated Note HolderSubordinated Note Holder to marshal assets in favor of Issuer, or to proceed against Issuer, or upon or against any security or remedy, before proceeding to enforce this Guaranty. Guarantor agrees that Subordinated Note HolderSubordinated Note Holder may proceed against Issuer, or upon or against any security or remedy, in such order as they shall determine in their sole and absolute discretion. Subordinated Note Holder may file a separate action or actions against Issuer and/or 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 that Subordinated Note Holder, Issuer, any other obligors and any affiliates of Issuer or such obligors 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. Subordinated Note Holder’s rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be disgorged, restored or returned by Subordinated Note Holder upon the bankruptcy, insolvency or reorganization of Issuer or any other person, or otherwise, all as though such amount had not been paid. The rights of Subordinated Note Holder created or granted herein and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Issuer or any other guarantor or surety or any other person and whether or not Issuer or any other person shall have any personal liability with respect thereto. Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Issuer or any other obligor with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or con­tinuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Issuer or any other obligor (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Subordinated Note Holder to marshal assets in favor of Issuer or any other person, (e) except as otherwise provided in this Guaranty, any failure of Subordinated Note Holder to give notice of sale or other disposition of Collateral to Guarantor or any other person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) except as otherwise provided in this Guaranty, any failure of Subordinated Note Holder to comply with applicable laws in connection with the sale or other disposition of any Collateral or other security for any Guarantied obligations, including without limitation, any failure of Subordinated Note Holder to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any Guarantied Obligation, (g) any act or omission of Subordinated Note Holder or others that directly or indirectly results in or aids the discharge or release of Issuer or any other obligor or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of Subordinated Note Holder to file or enforce a claim in any bankruptcy or other proceeding with respect to any person, (j) the election by Subordinated Note Holder, in any bankruptcy proceeding of any person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (1) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person, (n) the avoidance of any lien in favor of Subordinated Note Holder for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any person, including 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 (q) any action taken by Subordinated Note Holder that is authorized by this Section or any other provision of the Subordinated Note. Guarantor expressly waives 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 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 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 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, 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 or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guarantied Obligations. Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guarantied Obligations. Guarantor expressly waives any right to require Lender to marshal assets in favor of Guarantor, and agrees that Lender may proceed against Borrower, 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 may file a separate action or actions against Borrower and/or 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 that Lender, Borrower and any Affiliates of Borrower or 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. Lender's rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the 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 Guarantor at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. To the maximum extent permitted by law, Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of Lender to marshal assets in favor of Borrower or any other Person, (e) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of Collateral to Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) 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 Guarantied 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 Guarantied Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) 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, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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, or (q) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the 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 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 their respective 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 their respective Secured Obligations; (iib) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the their respective Secured Obligations or any part thereof, or any of the Transaction Documents 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 transaction documents or the their respective 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 their respective 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 their respective 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 their respective 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 the Company or any other PersonRelated Party, and correspondingly restructure the their respective 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. The Enforcement Collateral Agent, on behalf of the Beneficiaries, may enforce this Guarantee independently of any other remedy or security the Beneficiaries at any time may have or hold in connection with their respective Secured Obligations. Completion Guarantor expressly waives any right to require the Beneficiaries to marshal assets in favor of the Company, Completion Guarantor or any other Person, and agrees that the Beneficiaries may proceed against the Company or any other Person, or upon or against any security or remedy, before proceeding to enforce this Guarantee, in such order as they shall determine in their discretion. The Enforcement Collateral Agent, on behalf of the Beneficiaries, may file a separate action or actions against the Company 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 the Beneficiaries and the Company and any Affiliates of the Company may deal with each other in connection with their respective 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 effectiveness and enforceability of this Guarantee. The Beneficiaries’ rights hereunder shall be reinstated and revived, and the enforceability of this 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 the Beneficiaries upon the bankruptcy, insolvency or reorganization of the Company, Completion Guarantor or any other Person, or otherwise, all as though such amount had not been paid. The rights of the Beneficiaries created or granted herein and the enforceability of this Guarantee with respect to Completion Guarantor at all times shall remain effective to guarantee the full amount of all the Guaranteed Obligations even though the Secured Obligations of certain (but not all) of the Beneficiaries shall have been paid in full and even though the respective Secured Obligations of the Beneficiaries, or any part thereof, or any security or guarantee therefor, may be or hereafter may become invalid or otherwise unenforceable as against the Company or any other Related Party or any other guarantor or surety and whether or not the Company or any other Related Party shall have any personal liability with respect thereto. Completion Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of the Company or any other Related Party with respect to any of the Secured Obligations, (b) the unenforceability or invalidity of any security or guarantee for any of the Secured Obligations or the lack of perfection or continuing perfection or failure of priority of any security for any of the Secured Obligations, (c) the cessation for any cause whatsoever of the liability of the Company or any other Related Party (other than by reason of the full payment and performance of all their respective Secured Obligations and the termination of all commitments under the pertinent transaction documents), (d) any failure of the Beneficiaries to marshal assets in favor of the Company, any other Related Party or any other Person, (e) any failure of the Beneficiaries to give notice of sale or other disposition of any collateral securing any Secured Obligation to Completion Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of any collateral securing any Secured Obligation, (f) any failure of the Beneficiaries to comply with applicable Laws in connection with the sale or other disposition of any collateral securing any Secured Obligation or other security for any Secured Obligation, including without limitation, any failure of the Beneficiaries to conduct a commercially reasonable sale or other disposition of any collateral securing any Secured Obligation or other security for any Secured Obligation, (g) any act or omission of the Beneficiaries or others that directly or indirectly results in or aids the discharge or release of the Company or any other Related Party or any of their respective Secured Obligations or any security or guarantee therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of the Beneficiaries to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by the 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, (k) any extension of credit or the grant of any Lien under Section 364 of the Bankruptcy Code of the United States, (l) any use of cash collateral under Section 363 of the Bankruptcy Code of the United States, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of the Beneficiaries for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 (q) any action taken by the Enforcement Collateral Agent that is authorized by this Section or any other provision of any transaction document. Without limiting the generality of any of the foregoing, in the event of any dissolution or insolvency of Completion Guarantor, the general inability of Completion Guarantor to pay debts as they mature, an assignment by Completion Guarantor for the benefit of creditors, the institution of any proceeding by or against Completion Guarantor alleging Completion Guarantor is insolvent or unable to pay its debts as they mature, and such event occurs prior to the Completion Date, the Beneficiaries shall be deemed to have an accelerated obligation under this Guarantee in the amount of Completion Guarantor’s estimated liability under this Guarantee (which in no circumstances shall be less than (a) $300,000,000 prior to the Perini Lawsuit Resolution and (b) $50,000,000 subsequent to the Perini Lawsuit Resolution), and the Enforcement Collateral Agent shall be entitled to file a proof of claim and otherwise pursue the allowance and recovery of such a claim (and take any and all other actions in connection therewith) in any such proceeding. 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 any and all of the Secured Obligations, and all notices of acceptance of this Guarantee or of the existence, creation or incurrence of new or additional Secured Obligations.

Waivers and Consents. (a) Notice of acceptance of this Guarantee, the making of loans and advances and providing other financial accommodations to Borrowers and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which any Borrower or any Guarantor acknowledges that are entitled are hereby waived by each Guaranteeing Party. Each Guaranteeing Party 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, the interest rate, fees, other charges, 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 Agent for itself and from the benefit of Secured Parties (as defined in the Loan Agreement) for the obligations of any Borrower or any other party at any time to timeliable 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 notice limitation, the surrender or demandrelease by Agent of any Guaranteeing Party hereunder, and without affecting (iii) the enforceability exercise of, or continuing effectiveness hereof: refraining from the exercise of any rights against any Borrower, Guarantor, any Guaranteeing Party 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 Agent or any additional security Lender of any Borrower under Section 364 of the United States Bankruptcy Code or guaranties, consent to the use of cash collateral by Agent or any condition, covenant, default, remedy, right, representation Lenders under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. Each Guaranteeing Party agrees that the amount of the Guaranteed Obligations shall not be diminished and the liability of Guaranteeing Parties 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 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 Obligationsforegoing.

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 the Administrative Agent 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 INCLUDING 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 the Administrative Agent 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 Administrative Agent 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 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, PROVIDED that the Administrative Agent and the Lenders shall not increase the Commitments under the Loan Agreement pursuant to Section 2.7 thereof without the prior written consent of the Guarantor. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may enforce this Guaranty independently of any other remedy or security the Administrative Agent at any time may have or hold in connection with the Guarantied Obligations. Guarantor expressly waives any right to require the Beneficiaries to marshal assets in favor of Borrower and agrees that the Beneficiaries may proceed against Borrower or upon or against any security or remedy, before proceeding to enforce this Guaranty, in such order as they shall determine in their sole and absolute discretion. The Beneficiaries may file a separate action or actions against Borrower and/or 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 that the Beneficiaries and 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 (except to the extent expressly limited herein), all without in any way altering or affecting the security of this Guaranty. Beneficiaries' rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by the Beneficiaries 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 the Beneficiaries created or granted herein and the enforceability of this Guaranty with respect to Guarantor at all times shall remain effective to guaranty the full amount of all the Guarantied Obligations even though the Guarantied Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety and whether or not Borrower or any other Person shall have any personal liability with respect thereto. Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or its Affiliates with respect to the Guarantied Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guarantied Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guarantied Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of the Beneficiaries to marshal assets in favor of Borrower or any other Person, (e) any act or omission of the Beneficiaries or others that directly or indirectly results in or aids the discharge or release of Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of law or otherwise, (f) 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 the Beneficiaries to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (h) the election by the 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, (i) any extension of credit or the grant of any Lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (j) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (l) the avoidance of any Lien in favor of the Beneficiaries for any reason, (m) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, INCLUDING 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, (n) to the extent permitted, the benefits of any form of one-action rule under any applicable Law, or (o) any action taken by the Beneficiaries that is authorized by this Section or any other provision of any Loan Document. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payments 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 (except as expressly limited herein).

Waivers and Consents. (a) Guarantor Obligor acknowledges that the obligations undertaken herein involve the guaranty support of obligations of a Person Persons other than Guarantor Obligor and, in full recognition of that fact, Guarantor consents consent and agrees agree that Lender the Administrative Agent and 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 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, or any of the Transaction Loan Documents to which Obligor are not a party or any additional security or guaranties, make-well agreements or other surety arrangements 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 or with respect to the 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, make-well agreements or other surety arrangements, and apply any security and direct the order or manner of sale thereof as Lender Administrative Agent and the Creditors in its their sole and absolute discretion may determine; (viig) release any Person from any personal liability with respect to the Obligations or any part thereof; (viiih) settle, release on terms satisfactory to Lender Creditors or by operation of applicable Law Laws or otherwise, otherwise liquidate or enforce any Obligations and any security or guaranty guaranties, make-well agreements or other surety arrangements therefor or with respect thereto in any manner, (h) 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, Obligor or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor Obligor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, for the benefit of the Creditors, may enforce this Agreement independently as to Obligor and independently of any other remedy or security Creditors at any time may have or hold in connection with the Obligations. Obligor expressly waives any right to require Administrative Agent or the Creditors to marshal assets in favor of Borrower or any other Person, and agrees that Creditors may proceed against Borrower or any other Person, or upon or against any security or remedy, before proceeding to enforce this Agreement, in such order as they shall determine their sole and absolute discretion. Administrative Agent, for the benefit of Creditors, may file a separate action or actions against Borrower or Obligor 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. Obligor agrees that Creditors and Borrower and any Affiliates of Borrower 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 Agreement. Administrative Agent's and Creditors' rights hereunder shall be reinstated and revived, and the enforceability of this 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 Administrative Agent and/or Creditors 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 Administrative Agent and Creditors created or granted herein and the enforceability of this Agreement with respect to Obligor at all times shall remain effective to support the performance, and/or payment in full, of each of the Obligations supported hereby even though such Obligations, or any part thereof, or any security or guaranty, make-well agreement or other surety arrangement therefor or with respect thereto, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or surety and whether or not Borrower shall have any personal liability with respect thereto. Obligor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower with respect to the Obligations, (b) the unenforceability or invalidity of any security or guaranty, make-well agreement or other surety arrangement for or with respect to the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all obligations supported hereby), (d) any failure of Administrative Agent or the Creditors to marshal assets in favor of Borrower or any other Person, (e) except as otherwise provided in this Agreement, any failure of Administrative Agent or the Creditors to give notice of sale or other disposition of Collateral to Obligor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) any failure of Administrative Agent or the Creditors to comply with applicable Laws in connection with the sale or other disposition of any Collateral or other security for any Obligations, including without limitation, any failure of Administrative Agent or the Creditors to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any Obligations, (g) any act or omission of Administrative Agent or the Creditors or others that directly or indirectly results in or aids the discharge or release of Borrower or the Obligations or any security or guaranty, make-well agreement or other surety arrangement therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Administrative Agent or Creditors to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by Administrative Agent or Creditors, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the Bankruptcy Codes, (k) any extension of credit or the grant of any Lien under Section 364 of the Bankruptcy Codes, (l) any use of cash collateral under Section 363 of the Bankruptcy Codes, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of the Administrative Agent or the Creditors for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 (p) any action taken by the Administrative Agent or the Creditors that is authorized by this Section or any other provision of any Loan Document. Obligor 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 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 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 other Financing Agreements, including, without limitation, extensions of time on payment of or increase or decrease in the amount of any of the Guaranteed Obligations, the interest rates, fees, other charges, 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 from time to timecollectively, the "Obligors"), including, without notice limitation, the surrender or demandrelease by Lender 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 Lender of Borrower under Section 364 of the United States Bankruptcy Code or any additional security consent to the use of cash collateral by Lender under Sectxxx 000 xx xxx Xxxxxx Xxxxxx Xxxkruptcy 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 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 affected by 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 Obligationsforegoing.

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 of ownership or 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.

Waivers and Consents. (a) Guarantor acknowledges that Notice of acceptance of this Guaranty, the obligations undertaken herein involve the guaranty making of obligations loans and advances and providing other financial accommodations to Borrowers and presentment, demand, protest, notice of a Person protest, notice of nonpayment or default and all other notices to which any Borrower or Guarantying Party are entitled (other than Guarantor and, those expressly provided for in full recognition of that fact, Guarantor consents and agrees that Lender maythe Financing Agreements) are hereby waived (to the fullest extent permitted by applicable law) by each Guarantying Party. Each Guarantying Party also waives, to the fullest extent permitted under by applicable law, notice of (i) any amendment, modification, supplement, extension, renewal, or restatement of the Transaction DocumentsLoan 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, 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 guarantees now or at any time held by or available to Agent for itself and from the benefit of Secured Parties for the obligations of any Borrower or any other party at any time to timeliable 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 notice limitation, the surrender or demandrelease by Agent of any other Guarantying Party hereunder, and without affecting (iii) the enforceability exercise of, or continuing effectiveness hereof: refraining from the exercise of any rights against any Borrower, any Guarantying Party 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 of any other Guarantying Party or the Borrowers and (v) any financing by Agent and/or any Lender of any Borrower under Section 364 of the United States Bankruptcy Code or consent to the use of cash collateral by Agent or any additional security Lender under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. Each Guarantying Party agrees, to the fullest extent permitted by applicable law, that the amount of its Guaranteed Obligations shall not be diminished and the liability of such Guarantying Party hereunder shall not be otherwise impaired 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 affected by 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 Obligationsforegoing.

Waivers and Consents. (a) Guarantor acknowledges that Notice of acceptance of this Guaranty, the obligations undertaken herein involve making of loans and advances and providing other financial accommodations to Borrowers and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which any 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, the interest rate, fees, other charges, or any collateral, and the guaranty of obligations of a Person other than Guarantor and, in full recognition of that fact, Guarantor consents and agrees that Lender may, made herein 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 Agent or any Lender for the obligations of any 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 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 any 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 Agent or any additional security Lender of any Borrower under Section 364 of the United States Bankruptcy Code or guaranties, consent to the use of cash collateral by Agent or any condition, covenant, default, remedy, right, representation Lender under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx 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 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 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 Obligationsforegoing.

Waivers and Consents. (a) Guarantor acknowledges that Notice of acceptance of this Guaranty, the obligations undertaken herein involve the guaranty making of obligations loans and advances and providing other financial accommodations to Borrowers and presentment, demand, protest, notice of a Person protest, notice of nonpayment or default and all other notices to which any Borrower or Guarantying Party are entitled (other than Guarantor and, those expressly provided for in full recognition of that fact, Guarantor consents and agrees that Lender maythe Financing Agreements) are hereby waived (to the fullest extent permitted by applicable law) by each Guarantying Party. Each Guarantying Party also, to the fullest extent permitted under by applicable law, waives notice of (i) any amendment, modification, supplement, extension, renewal, or restatement of the Transaction DocumentsLoan 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, 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 guarantees now or at any time held by or available to Agent for itself and from the benefit of Secured Parties for the obligations of any Borrower or any other party at any time to timeliable 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 notice limitation, the surrender or demandrelease by Agent of any other Guarantying Party hereunder, and without affecting (iii) the enforceability exercise of, or continuing effectiveness hereof: refraining from the exercise of any rights against any Borrower, any Guarantying Party 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 of any other Guarantying Party or the Borrowers and (v) any financing by Agent and/or any Lender of any Borrower under Section 364 of the United States Bankruptcy Code or consent to the use of cash collateral by Agent or any additional security Lender under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code. Each Guarantying Party agrees, to the fullest extent permitted by applicable law, that the amount of its Guaranteed Obligations shall not be diminished and the liability of such Guarantying Party hereunder shall not be otherwise impaired 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 affected by 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 Obligationsforegoing.

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 their 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 their Secured Obligations; (iib) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the their Secured Obligations or any part thereof, or any of the Transaction Documents 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 transaction documents or the their 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 their 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 their Secured Obligations or any part thereof; (viiih) settle, release on terms satisfactory to Lender any Beneficiary or by operation of applicable Law Laws or otherwise, otherwise liquidate or enforce any of their 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 the Company or any other PersonRelated Party, and correspondingly restructure the their 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. The Collateral Agent, on behalf of the Beneficiaries, may enforce this Guarantee independently of any other remedy or security the Beneficiaries at any time may have or hold in connection with the Secured Obligations. Completion Guarantor expressly waives any right to require the Beneficiaries to marshal assets in favor of the Company, Completion Guarantor or any other Person, and agrees that the Beneficiaries may proceed against the Company or any other Person, or upon or against any security or remedy, before proceeding to enforce this Guarantee, in such order as they shall determine in their discretion. The Collateral Agent, on behalf of the Beneficiaries, may file a separate action or actions against the Company 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 the Beneficiaries and the Company and any Affiliates of the Company may deal with each other in connection with their 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 effectiveness and enforceability of this Guarantee. The Beneficiaries’ rights hereunder shall be reinstated and revived, and the enforceability of this 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 the Beneficiaries upon the bankruptcy, insolvency or reorganization of the Company, Completion Guarantor or any other Person, or otherwise, all as though such amount had not been paid. The rights of the Beneficiaries created or granted herein and the enforceability of this Guarantee with respect to Completion Guarantor at all times shall remain effective to guarantee the full amount of all the Guaranteed Obligations even though the Secured Obligations of certain (but not all) of the Beneficiaries shall have been paid in full and even though the Secured Obligations of the Beneficiaries, or any part thereof, or any security or guarantee therefor, may be or hereafter may become invalid or otherwise unenforceable as against the Company or any other Related Party or any other guarantor or surety and whether or not the Company or any other Related Party shall have any personal liability with respect thereto. Completion Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of the Company or any other Related Party with respect to any of the Secured Obligations, (b) the unenforceability or invalidity of any security or guarantee for any of the Secured Obligations or the lack of perfection or continuing perfection or failure of priority of any security for any of the Secured Obligations, (c) the cessation for any cause whatsoever of the liability of the Company or any other Related Party (other than by reason of the full payment and performance of all their Secured Obligations and the termination of all commitments under the pertinent transaction documents), (d) any failure of the Beneficiaries to marshal assets in favor of the Company, any other Related Party or any other Person, (e) any failure of the Beneficiaries to give notice of sale or other disposition of any collateral securing any Secured Obligation to Completion Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of any collateral securing any Secured Obligation, (f) any failure of the Beneficiaries to comply with applicable Laws in connection with the sale or other disposition of any collateral securing any Secured Obligation or other security for any Secured Obligation, including without limitation, any failure of the Beneficiaries to conduct a commercially reasonable sale or other disposition of any collateral securing any Secured Obligation or other security for any Secured Obligation, (g) any act or omission of the Beneficiaries or others that directly or indirectly results in or aids the discharge or release of the Company or any other Related Party or any of their Secured Obligations or any security or guarantee therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (i) any failure of the Beneficiaries to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by the 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, (k) any extension of credit or the grant of any Lien under Section 364 of the Bankruptcy Code of the United States, (l) any use of cash collateral under Section 363 of the Bankruptcy Code of the United States, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of the Beneficiaries for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including 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 (q) any action taken by the Collateral Agent that is authorized by this Section or any other provision of any transaction document. Without limiting the generality of any of the foregoing, in the event of any dissolution or insolvency of Completion Guarantor, the general inability of Completion Guarantor to pay debts as they mature, an assignment by Completion Guarantor for the benefit of creditors, the institution of any proceeding by or against Completion Guarantor alleging Completion Guarantor is insolvent or unable to pay its debts as they mature, and such event occurs prior to the Completion Date (as defined in the Second Amended and Restated Limited Liability Company Agreement of the Company), the Beneficiaries shall be deemed to have an accelerated obligation under this Guarantee in the amount of Completion Guarantor’s estimated liability under this Guarantee (which in no circumstances shall be less than (a) $300,000,000 prior to the Perini Lawsuit Resolution and (b) $50,000,000 subsequent to the Perini Lawsuit Resolution), and the Collateral Agent shall be entitled to file a proof of claim and otherwise pursue the allowance and recovery of such a claim (and take any and all other actions in connection therewith) in any such proceeding. 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 any and all of the Secured Obligations, and all notices of acceptance of this Guarantee or of the existence, creation or incurrence of new or additional Secured 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 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 Guaranteed 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 Guaranteed Obligations or any part thereof, or any of the Transaction Documents Credit Agreement 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 Credit Agreement or the Guaranteed Obligations or any part thereof; (ivd) accept partial payments on the Guaranteed Obligations; (ve) receive and hold additional security or guaranties guarantees for the Guaranteed 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 in its sole and absolute discretion may determine; (viig) release any Person from any personal liability with respect to the Guaranteed 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 Guaranteed Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (ixi) consent to the merger, change or any other restructuring or termination of the corporate existence of a Borrower Borrower, Guarantor or any other Person, and correspondingly restructure the Guaranteed Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guaranteed Obligations; provided that nothing herein shall waive, alter, diminish or modify any rights of the Borrower under the Credit Agreement, including, without limitation, the rights of the Borrower to agree to any amendments or modifications of the Credit Agreement. Upon the occurrence and during the continuance of any Event of Default, Lender may enforce this Guaranty independently as to Guarantor and independently of any other remedy or security Lender at any time may have or hold in connection with the Guaranteed Obligations. Guarantor expressly waives any right to require Lender to marshal assets in favor of Guarantor, and agrees that Lender may proceed against Borrower, 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 may file a separate action or actions against Borrower and/or 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 that Lender, Borrower, and any Affiliates of Borrower may deal with each other in connection with the Guaranteed Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. Lender's rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guaranteed Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of Borrower, or any other 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 Guarantor at all times shall remain effective to guaranty the full amount of all the Guaranteed Obligations even though the Guaranteed Obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. Guarantor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower, with respect to the Guaranteed Obligations, (b) the unenforceability or invalidity of any security or guaranty for the Guaranteed Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all Guaranteed Obligations), (d) any failure of Lender to marshal assets in favor of Borrower or any other Person, (e) except as otherwise provided in this Guaranty, any failure of Lender to give notice of sale or other disposition of collateral to Guarantor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) 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 Guaranteed 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 Guaranteed Obligation, (g) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of Borrower or the Guaranteed Obligations or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) 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, (k) any extension of credit or the grant of any Lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (1) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the Guaranteed Obligations (or any interest thereon) in or as a result of any such proceeding, (p) to the extent permitted, the benefits of any form of one-action rule, or (q) any action taken by Lender that is authorized by this Section or any other provision of the Credit Agreement. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

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.

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 Holding and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which Holding 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, the interest rate, fees, other charges, 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 Holding 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 Xxxxxx 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 Holding, 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 Lender of Holding under Section 364 of the United States Bankruptcy Code or any additional security consent to the use of cash collateral by Lender 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 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 affected by 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 Obligationsforegoing.

Waivers and Consents. (a) Guarantor acknowledges Completion Guarantors acknowledge that the obligations undertaken herein involve the guaranty of obligations of a Person Persons other than Guarantor Completion Guarantors and, in full recognition of that fact, Guarantor consents consent and agrees that Lender mayagree, to the fullest extent permitted under by law, that the Transaction DocumentsBeneficiaries 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 thereof, including without limitation any increase or decrease of the principal amount thereof or the rate(s) of interest thereon; (iib) except for any amendments to the Construction Obligations made without the Completion Guarantor's consent and approval, 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 the Beneficiaries 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 the Beneficiaries 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, either 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.obligations guarantied hereby. Upon the occurrence and during the continuance of any CG Event of Default, the Administrative Agent, for the benefit of the Beneficiaries, may enforce this Completion Guaranty independently as to each Completion Guarantor and independently of any other remedy or security Beneficiaries at any time may have or hold in connection with the obligations guarantied hereby. Each Completion Guarantor expressly waives any right to require the Beneficiaries to marshal assets in favor of Borrower or any other Person, and agrees that the Beneficiaries may proceed against Borrower or any other Person, or upon or against any security or remedy, before proceeding to enforce this Completion Guaranty, in such order as they shall determine in their sole and absolute discretion. The Administrative Agent, for the benefit of the Beneficiaries, may file a separate action or actions against Borrower or any one or more Completion Guarantors without respect to whether an 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 Beneficiaries and Borrower and any Affiliates of Borrower may deal with each other in connection with the obligations guarantied hereby or otherwise, or alter any contracts or agreements now or hereafter existing between

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 Borrowers and presentment, demand, protest, notice of protest, notice of nonpayment or default and all other notices to which Borrowers 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, the interest rate, fees, other charges, 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 Borrowers 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 Lender 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 Borrowers, 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 Lender of Borrowers under Section 364 of the United States Bankruptcy Code or any additional security consent to the use of cash collateral by Lender under Section 363 of the United Stxxxx Xxxxxxxxxx Xxxx. Xxxx xx 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 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 affected by 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 Obligationsforegoing.