Common use of Waivers by Guarantor Clause in Contracts

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwise.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of to the extent permitted by law: (ai) other than any notice to Guarantor required under this Guaranty, all notices to Guarantor, to Tenant, or to any other person, including, but not limited to, notices of the acceptance of this Guaranty or the creation, renewal, extension, assignment, modification, or accrual of any of the obligations owed to Landlord under the Lease and enforcement of any right or remedy with respect thereto, and notice of any other matters relating thereto; (ii) notice of acceptance of this Guaranty; (iii) demand of payment, presentation and protest; (iv) any right to require Lender Landlord to proceed against apply to any default any security deposit or other security it may hold under the Lease; (v) any defense or right arising from the absence, impairment or loss of any right of reimbursement, contribution, or subrogation, or any other person or to proceed right of Guarantor against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; Landlord, (bvi) any defense or right arising from the exercise by Tenant of any remedies against Landlord; and (vii) any right or defense that may arise by reason of the incapacity, lack of authority, death or disability of Tenant or any other person. Moreover, Guarantor agrees that Guarantor’s obligations shall not be affected by any circumstances which constitute a legal or equitable discharge of any guarantor or surety. Guarantor agrees that Landlord may enforce this Guaranty against Guarantor without the necessity of proceeding against Tenant or any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kindentity, or the lack obligation to pursue any other remedy or to enforce any other right. Subject to the foregoing, Guarantor may assert the rights and defenses of any thereofprior payment (whether by offset, including, without limitation, notice recoupment or otherwise) of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or Guaranteed Obligations and the non-action on occurrence of an event of default by Tenant under the part of LenderLease if and to the extent Tenant could raise such rights and defenses and within the time period that Tenant could raise such defense (i.e., any endorser or creditor of either if Tenant under the Lease would no longer have the right to raise such defense, Guarantor or would not have the right to raise such defense). Without limiting any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to , Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of hereby expressly waives any and all circumstances bearing on benefits under California Civil Code §§2809, 2810, 2819, 2821, 2845, 2848, 2849 and 2850 and the risk that liability may be incurred by Guarantor; (h) any lack second sentence of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwiseCalifornia Civil Code Section 2822(a).

Waivers by Guarantor. To In addition to all waivers expressed in any of the extent permitted Loan Documents, all of which are incorporated herein by lawGuarantor, Guarantor hereby waives and agrees not to assert or take advantage of waives: (a) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy presentment, demand, protest and notice of protest, notice of dishonor and of non-payment, notice of acceptance of this Guaranty, and diligence in Lender’s power or under any other agreement before proceeding against Guarantor hereundercollection; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness obligations under or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right pursuant to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (c) any right to require Lender to proceed against, give notice to or make demand upon Borrower; (d) any right to require Lender to proceed against or exhaust any security, or to proceed against or exhaust any security in any particular order; (e) any right to require Lender to pursue any remedy of Lender; (f) any right to direct the application of any security held by Lender; (g) any right of subrogation, any right to enforce any remedy, which Lender may have against Borrower, any right to participate in any security now or hereafter held by Lender and any right to reimbursement from Borrower for amounts paid to Lender by Guarantor, until all of the Secured Obligations have been satisfied; (h) benefits, if any, of Guarantor under any anti-deficiency statutes or single-action legislation; (i) any defense arising out of any disability or other defense of Borrower, including bankruptcy, dissolution, liquidation, cessation, impairment, modification, or limitation, from any cause, of any liability of Borrower, or of any remedy for the enforcement of such liability; (j) any deficiencies in statute of limitations affecting the collateral for the Loan or any deficiency in the ability liability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteedGuarantor hereunder; (k) any assertion right to plead or claim that the automatic stay provided assert any election of remedies by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwiseLender; and (m1) any action, occurrence, event or matter consented other defenses available to by Guarantor a surety under any provision hereof, or otherwiseapplicable law.

Waivers by Guarantor. To In addition to all waivers expressed in any of the extent permitted Loan Documents, all of which are incorporated herein by lawGuarantor, Guarantor hereby waives and agrees not to assert or take advantage of (a) presentment, demand, protest and notice of protest, notice of dishonor and of non-payment, notice of acceptance of this Guaranty, and diligence in collection; (b) notice of the existence, creation, or incurring of any new or additional Obligations under or pursuant to any of the Loan Documents; (c) any right to require Lender to proceed against, give notice to, or make demand upon Borrower; (d) any right to require Lender to proceed against or exhaust any other person security or to proceed against or exhaust any security held by in any particular order; (e) any right to require Lender at any time or to pursue any other remedy in of Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (bf) any defense that may arise by reason of right to direct the incapacity, lack of authority, death or disability application of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness security held by Lender; (dg) any right of subrogation or to enforce any remedy which Lender may have against Borrower and any right to participate in any security now or hereafter held by Lender and any right to reimbursement from the Borrower for amounts paid to Lender by Guarantor; (h) benefits, if any, of Guarantor under any anti-deficiency statutes or single-action legislation; (i) any defense based upon an arising out of any disability or other defense of Borrower, including bankruptcy, dissolution, liquidation, cessation, impairment, modification, or limitation, from any cause, of any liability of Borrower, or of any remedy for the enforcement of such liability; (j) any statute of limitations affecting the liability of Guarantor hereunder; (k) any right to plead or assert any election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating other defenses available to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor a surety under any provision hereof, or otherwiseapplicable law.

Waivers by Guarantor. To The Guarantor waives, for the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage benefit of Lender: (a) any right to require Lender the Lender, as a condition of payment or performance by the Guarantor, to (i) proceed against the Borrower, any other person guarantor of the Guaranteed Obligations or to any other Person, (ii) proceed against or exhaust any security held by from the Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of the Lender at in favor of the Borrower or any time other Person, or to (iv) pursue any other remedy in Lender’s the power or under any other agreement before proceeding against Guarantor hereunderof the Lender whatsoever; (b) any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceeding) guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other person guarantor from any cause other than payment or personsset-off in full of the Guaranteed Obligations; (c) demand, presentment for payment, notice any defense based upon any statute or rule of nonpayment, protest, notice law which provides that the obligation of protest and all a surety must be neither larger in amount nor in other notices of any kind, or the lack of any thereof, including, without limitation, notice respects more burdensome than that of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderprincipal; (d) any defense based upon an election the Lender’s errors or omissions in the administration of remedies by Lenderthe Guaranteed Obligations, except behavior which amounts to bad faith, willful misconduct or gross negligence; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (fi) any principle principles or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions any legal or equitable discharge of this Guarantythe Guarantor’s obligations hereunder, (ii) any rights to set-offs, recoupments and counterclaims other than as provided in the Time Note, and (iii) promptness, diligence and any requirement that the Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) except as expressly provided for herein, notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Loan Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and any right to consent to any thereof; (g) any duty on right of subrogation, reimbursement or indemnity whatsoever, and any right of recourse to security for the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood debts and agreed that Guarantor is fully responsible for being and keeping informed Guaranteed Obligations of the condition Borrower to the Lender and the Guarantor until all of the Collateral or Borrower Guaranteed Obligations are paid in full; and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack defenses or benefits that may be derived from or afforded by law that limit the liability of notice or exonerate guarantors or sureties, or which may conflict with the terms hereof. The Guarantor waives any objection to the issuance of disposition such prejudgment remedy based on any offsets, claims, defenses or of manner of disposition of counterclaims to any collateral for action brought by the Loan; Lender (i) any invalidity, irregularity or unenforceability, other than payment in whole or in part, of any full of the Loan Documents; (j) any deficiencies in Guaranteed Obligations or full set-off under the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwiseTime Note).

Waivers by Guarantor. To In addition to all waivers expressed in any of the extent permitted Loan Documents, all of which are incorporated herein by lawGuarantor, Guarantor hereby waives and agrees not to assert or take advantage of (a) presentment, demand, protest and notice of protest, notice of dishonor and of non-payment, notice of acceptance of this Guaranty, and diligence in collection; (b) notice of the existence, creation, or incurring of any new or additional Obligations under or pursuant to any of the Loan Documents; (c) any right to require Lender to proceed against, give notice to, or make demand upon Borrower; (d) any right to require Lender to proceed against or exhaust any other person security or to proceed against or exhaust any security held by in any particular order; (e) any right to require Lender at any time or to pursue any other remedy in of Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (bf) any defense that may arise by reason of right to direct the incapacity, lack of authority, death or disability application of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness security held by Lender; (dg) any right of subrogation, any right to enforce any remedy which Lender may have against Borrower, any right to participate in any security now or hereafter held by Lender and any right to reimbursement from the Borrower for amounts paid to Lender by Guarantor until all of the Secured Obligations (as defined in the Mortgage) have been satisfied; (h) benefits, if any, of Guarantor under any anti-deficiency statutes or single-action legislation; (i) any defense based upon an arising out of any disability or other defense of Borrower, including bankruptcy, dissolution, liquidation, cessation, impairment, modification, or limitation, from any cause, of any liability of Borrower, or of any remedy for the enforcement of such liability; (j) any statute of limitations affecting the liability of Guarantor hereunder; (k) any right to plead or assert any election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating other defenses available to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor a surety under any provision hereof, or otherwiseapplicable law.

Waivers by Guarantor. To the extent permitted by law, The Guarantor hereby waives and agrees not to assert or take advantage of waives: (a) any right to require Lender the Lender, as a condition of payment or performance by the Guarantor, to (i) proceed against the Company, any other person guarantor of the Guaranteed Obligations or to any other Person, (ii) proceed against or exhaust any security held by from the Company, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of the Lender at in favor of the Company or any time other Person, or to (iv) pursue any other remedy in Lender’s the power or under any other agreement before proceeding against Guarantor hereunderof the Lender whatsoever; (b) any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of the Company including any other person defense based on or persons arising out of the lack of validity or the failure unenforceability of Lender to file or enforce a claim against the estate (in administration, bankruptcy Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company from any cause other proceeding) than payment in full of any other person or personsthe Guaranteed Obligations; (c) demand, presentment for payment, notice any defense based upon any statute or rule of nonpayment, protest, notice law which provides that the obligation of protest and all a surety must be neither larger in amount nor in other notices of any kind, or the lack of any thereof, including, without limitation, notice respects more burdensome than that of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderprincipal; (d) any defense based upon an election the Lender’s errors or omissions in the administration of remedies by Lenderthe Guaranteed Obligations, except behavior which amounts to bad faith; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (fi) any principle principles or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions any legal or equitable discharge of this Guarantythe Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or under any agreement or instrument related hereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Company and notices of any of the matters referred to in Section 8.03 and any right to consent to any thereof; and (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral defenses or Borrower, regardless of whether Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantor; (h) any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity exonerate guarantors or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantorsureties, or which may conflict with the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision terms hereof, or otherwise.

Waivers by Guarantor. To In addition to all waivers expressed in any of the extent permitted Cambridge Loan Documents, all of which are incorporated herein by lawGuarantor, Guarantor hereby waives and agrees not to assert or take advantage of (a) presentment, demand, protest and notice of protest, notice of dishonor and of non-payment, notice of acceptance of this Guaranty, and diligence in collection; (b) notice of the existence, creation, or incurring of any new or additional Obligations under or pursuant to any of the Cambridge Loan Documents; (c) any right to require Lender to proceed against, give notice to, or make demand upon Cambridge Borrower; (d) any right to require Lender to proceed against or exhaust any other person security or to proceed against or exhaust any security held by in any particular order; (e) any right to require Lender at any time or to pursue any other remedy in of Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (bf) any defense that may arise by reason of right to direct the incapacity, lack of authority, death or disability application of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness security held by Lender; (dg) until such time as the Obligations shall be satisfied, any right of subrogation or to enforce any remedy which Lender may have against Cambridge Borrower and any right to participate in any security now or hereafter held by Lender and any right to reimbursement from the Cambridge Borrower for amounts paid to Lender by Guarantor; (h) benefits, if any, of Guarantor under any anti-deficiency statutes or single-action legislation; (i) any defense based upon an arising out of any disability or other defense of Cambridge Borrower, including bankruptcy, dissolution, liquidation, cessation, impairment, modification, or limitation, from any cause, of any liability of Cambridge Borrower, or of any remedy for the enforcement of such liability; (j) any statute of limitations affecting the liability of Guarantor hereunder; (k) any right to plead or assert any election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating other defenses available to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor a surety under any provision hereof, or otherwiseapplicable law.

Waivers by Guarantor. To the extent permitted by law, The Guarantor hereby waives and agrees not to assert or take advantage waives, for the benefit of Beneficiaries: (a) any right to require Lender any Beneficiary, as a condition of payment or performance by the Guarantor, to (i) proceed against the Borrower or the Subsidiary Borrowers, any other person guarantor of the Guaranteed Obligations or to any other Person, (ii) proceed against or exhaust any security held by Lender at from the Borrower or any time Subsidiary Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of the Borrower or any Subsidiary Borrower or any other Person, or (iv) pursue any other remedy in Lender’s the power or under of any other agreement before proceeding against Guarantor hereunderBeneficiary whatsoever; (b) any defense that may arise arising by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy authority or any disability or other proceeding) defense of the Borrower or any Subsidiary Borrower including any defense based on or arising out of the illegality, lack of validity or unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any Subsidiary Borrower from any cause other person or personsthan payment in full of the Guaranteed Obligations; (c) demand, presentment for payment, notice any defense based upon any statute or rule of nonpayment, protest, notice law which provides that the obligation of protest and all a surety must be neither larger in amount nor in other notices of any kind, or the lack of any thereof, including, without limitation, notice respects more burdensome than that of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderprincipal; (d) any defense based upon an election any Beneficiary’s errors or omissions in the administration of remedies by Lenderthe Guaranteed Obligations, except behavior which amounts to bad faith; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (fi) any principle principles or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions any legal or equitable discharge of this Guarantythe Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to any Subsidiary Borrower and notices of any of the matters referred to in Section 7.2 and any right to consent to any thereof; and (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral defenses or Borrower, regardless of whether Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantor; (h) any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity exonerate guarantors or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantorsureties, or which may conflict with the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision terms hereof, or otherwise.

Waivers by Guarantor. To the extent permitted by law, The Guarantor hereby waives and agrees not to assert or take advantage waives, for the benefit of Beneficiaries: (a) any right to require Lender any Beneficiary, as a condition of payment or performance by the Guarantor, to (i) proceed against the Borrower or the Subsidiary Borrowers, any other person guarantor of the Guaranteed Obligations or to any other Person, (ii) proceed against or exhaust any security held by Lender at from the Borrower or any time Subsidiary Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of the Borrower or any Subsidiary Borrower or any other Person, or (iv) pursue any other remedy in Lender’s the power or under of any other agreement before proceeding against Guarantor hereunderBeneficiary whatsoever; (b) any defense that may arise arising by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy authority or any disability or other proceeding) defense of the Borrower or any Subsidiary Borrower including any defense based on or arising out of the illegality, lack of validity or unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any Subsidiary Borrower from any cause other person or personsthan payment in full of the Guaranteed Obligations; (c) demand, presentment for payment, notice any defense based upon any statute or rule of nonpayment, protest, notice law which provides that the obligation of protest and all a surety must be neither larger in amount nor in other notices of any kind, or the lack of any thereof, including, without limitation, notice respects more burdensome than that of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderprincipal; (d) any defense based upon an election any Beneficiary’s errors or omissions in the administration of remedies by Lenderthe Guaranteed Obligations, except behavior which amounts to bad faith; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (fi) any principle principles or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral legal or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed equitable discharge of the condition of Guarantor’s obligations hereunder, (ii) the Collateral or Borrower and benefit of any and all circumstances bearing on statute of limitations affecting the risk that Guarantor’s liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, hereunder or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision enforcement hereof, or otherwise.,

Waivers by Guarantor. To the extent permitted Except as prohibited by applicable law, Guarantor hereby waives any right to require Lender: (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any relief available under valuation and appraisement laws and any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of: (i) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or if permitted by applicable law by exercise of a power of sale; (ii) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (iii) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (iv) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (v) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (vi) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. Without limiting the provisions of the last two (2) sentences of Section 2 above, if payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or take advantage of (a) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender claim at any time or any deductions to pursue the amount guaranteed under this Guaranty for any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason claim of the incapacitysetoff, lack of authoritycounterclaim, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) counter demand, presentment for paymentrecoupment or similar right, notice of nonpaymentwhether such claim, protest, notice of protest and all other notices of any kind, demand or right may be asserted by the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications both. Guarantor warrants and agrees that each of the Loan Documents waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any obligation of Borrower relating such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the Loan extent permitted by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwisepublic policy.

Waivers by Guarantor. To the fullest extent permitted by applicable law, each Guarantor hereby waives waives, for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of any Credit Party or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof, and (h) all rights and remedies accorded by applicable law to borrowers and guarantors generally and agrees not to assert or take advantage of (a) any such rights or remedies, including, without limitation: any right provided by NRS § 40.430 and any judicial decisions relating thereto, and NRS §40.451. et seq. and any judicial decisions relating thereto, or any other statute or decision, to require Lender the Collateral Agent or the Secured Parties to proceed against Borrower or any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s their power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwise.

Waivers by Guarantor. To the extent permitted Except as prohibited by applicable law, Guarantor hereby waives any right to require Lender: (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender’s power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any relief available under valuation and appraisement laws and any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of: (i) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any foreclosure action, either judicially or if permitted by applicable law by exercise of a power of sale; (ii) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (iii) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (iv) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (v) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (vi) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. Without limiting the provisions of the last two (2) sentences of Section 2 above, if payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or take advantage of (a) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender claim at any time or any deductions to pursue the amount guaranteed under this Guaranty for any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason claim of the incapacitysetoff, lack of authoritycounterclaim, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) counter demand, presentment for paymentrecoupment or similar right, notice of nonpaymentwhether such claim, protest, notice of protest and all other notices of any kind, demand or right may be asserted by the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications both. Guarantor warrants and agrees that each of the Loan Documents waivers set forth above is made with Guarantor’s full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any obligation of Borrower relating such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the Loan extent permitted by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwisepublic policy.

Waivers by Guarantor. To Guarantor waives, for the extent permitted benefit of Seller ------------------------------- (which waivers shall survive until this Guaranty is released or terminated in writing by law, Guarantor hereby waives and agrees not to assert or take advantage of Seller): (a) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereundernotice of the acceptance of this Guaranty; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring incurrence of new and/or additional debt owing from Obligor to Seller; (c) presentment, protest and demand, and notice of protest, demand, nonpayment, nonperformance and dishonor of any new and all agreements, notes or additional indebtedness other obligations signed, accepted, endorsed or obligation assigned to or of any action by Seller or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderagreed to between Obligor and Seller; (d) notice of adverse change in Obligor's financial condition or any defense based upon an election other fact which might materially increase the risk of remedies by LenderGuarantor; (e) any right and all rights in and notices or claim demands relating to any Equipment, including without limitation, all rights, notices, advertisements or demands relating, whether directly or indirectly, to the foreclosure, sale or other disposition of right to cause a marshaling any or all such Equipment or the manner of the assets of either Guarantor such sale or Borrowerother disposition; (f) any principle claim, right or provision remedy which Guarantor may now have or hereafter acquire against the Obligor that arises hereunder and/or from the performance by any Other Obligor including, without limitation, any claim, remedy or right of lawsubrogation, statutory reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Seller against the Obligor or any security which Seller now has or hereafter acquires with respect to the Obligor, whether or not such claim, right or remedy arises in equity, under contract (express or implied), by statute, under common law or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and notice of any default by Obligor or any other person obligated in any manner for all or any portion of Obligor's Indebtedness and all circumstances bearing on the risk that liability may be incurred by Guarantornotice of any legal proceedings against such parties; (h) any lack right of notice of disposition or of manner of disposition of contribution from any collateral for the LoanOther Obligors; (i) notice and hearing as to any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documentsprejudgment remedies; (j) any deficiencies in defense which is premised on an alleged lack of consideration of the collateral for obligation undertaken by Guarantor, including without limitation, any defense to the Loan or any deficiency in enforcement of this Guaranty based upon the ability timing of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for execution of this Guaranty and/or that the payment and performance Guaranty had been executed after the execution date of any obligation hereby guaranteedagreements evidencing the Indebtedness; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loanall exemptions and homestead laws; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan other demands and notices required by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwiselaw; and (m) all setoffs and counterclaims against Seller and/or Obligor; (n) any actiondefense based on the claim that Guarantor's liabilities and obligations exceed or are more burdensome than those of Obligor; (o) any defense which the Obligor may assert or be able to assert on the underlying Indebtedness or which may be asserted by Guarantor, occurrenceincluding but not limited to (i) breach of warranty, event or matter consented to by Guarantor under any provision hereof(ii) fraud, or otherwise(iii) statute of frauds, (iv) infancy, (v) statute of limitations, (vi) lender liability, (vii) accord and satisfaction, (viii) payment and/or (ix) usury.

Waivers by Guarantor. To The Guarantor agrees that the extent permitted by Obligations will be paid and performed strictly in accordance with their respective terms regardless of any law, Guarantor hereby waives and agrees not to assert regulation or take advantage of (a) order now or hereafter in effect in any right to require Lender to proceed against jurisdiction affecting any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason of the incapacityrights of the Lessor with respect thereto. The Guarantor waives presentment, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest acceptance, notice of Obligations incurred and all other notices of any kind, or the lack all defenses which may be available by virtue of any thereofvaluation, includingstay, without limitationmoratorium law or other similar law now or hereafter in effect, notice any right to require the marshaling of assets of the existenceLessee, creation and all defenses available to a surety, guarantor or incurring of any new or additional indebtedness or obligation or of any action or nonaccommodation co-action on obligor. Without limiting the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling generality of the assets of either foregoing, the Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with agrees to the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about Lease and agrees that the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed obligations of the condition of the Collateral Guarantor hereunder shall not be released or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceabilitydischarged, in whole or in part, or otherwise affected by (i) the failure of the Lessor to assert any claim or demand or to enforce any right or remedy against the Lessee; (ii) any extensions or renewals of any Obligation; (iii) any rescissions, waivers, amendments or modifications of any of the Loan Documentsterms or provisions of the Lease; (jiv) the substitution or release of any deficiencies in the collateral for the Loan entity primarily or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter secondarily liable for any Obligation; (v) the payment and performance adequacy of any obligation hereby guaranteed; (k) any assertion or claim that rights the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender Lessor may have against any collateral or other means of obtaining repayment of the Obligations; (vi) the impairment of any collateral securing the Obligations, including without limitation the failure to perfect or preserve any rights the Lessor might have in such collateral or the substitution, exchange, surrender, release, loss or destruction of any such collateral; or (vii) any other act or omission which might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor, all of which may be done without notice to the Guarantor. No amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom shall be effective unless put in writing and signed by the Lessor. No failure on the part of the Lessor to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action exercise of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwiseright.

Waivers by Guarantor. To the extent permitted by law, Each Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Lender any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other person guarantor (including any other Guarantor) of the Borrower Obligations or to any other Person, (ii) proceed against or exhaust any security held by Lender at from the Borrower, any time such other guarantor or to pursue any other remedy Person or (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any of the Secured Parties and their respective permitted successors, indorsees, transferees and assigns in Lender’s power favor of the Borrower or under any other agreement before proceeding against Guarantor hereunderPerson; (b) any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceeding) Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Borrower Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other person or personsGuarantor from any cause other than payment in full of the Borrower Obligations; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election any statute or rule of remedies by Lenderlaw which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (ed) (i) any right principles or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions of this Guaranty; (gii) promptness, diligence and any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe requirement that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition Secured Parties and their respective permitted successors, indorsees, transferees and assigns protect, secure, perfect or insure any security interest or lien or any property subject thereto; and (e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default, notices of any renewal, extension or modification of the Collateral Borrower Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, notices of any of the matters referred to in Section 2.1 and any right to consent to any thereof (in each case, except any notice required by a non-waivable Requirement of Law or notices otherwise expressly required by the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwise).

Waivers by Guarantor. To Guarantor waives: (i) notice of acceptance of this Guaranty by Lender and of the extent permitted creation, extension or renewal of any Liability to which it relates and of any default by lawBorrower; (ii) notice of presentment, Guarantor hereby waives and agrees not to assert demand for payment, notice of dishonor or take advantage protest of (a) any right to require Lender to proceed against of Borrower’s obligations or the obligation of any other person or to proceed against or exhaust any security Person held by Lender as collateral security for any Liability; (iii) notice of the failure of any Person to pay to Lender any indebtedness held by Lender as collateral security for any Liability; (iv) failure of Lender to obtain and perfect or maintain the perfection or priority of any security interest or lien on property to secure any Liability; (v) any defense resulting from the failure of Lender to have any other Person execute this Guaranty or execute any other guaranty relating to a credit facility guaranty relating to a credit facility granted to Borrower; (vi) any failure to promptly commence suit against any party thereto or liable thereon or to give any notice to or make any claim or demand upon Guarantor or Borrower; and (vii) all defenses, offsets and counterclaims which Guarantor may at any time have to any claim of Lender against Borrower. No act, failure to act, or omission of any kind on the part of Guarantor, Borrower, Lender or any Person shall be a legal or equitable discharge or release of Guarantor hereunder unless agreed to pursue hereafter in writing by Lender. This Guaranty shall not be affected by any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that change which may arise by reason of the incapacitydeath of Guarantor, lack of authority, death or disability of any other person partner(s) of Guarantor, or persons of Borrower, or by reason of the failure accession to any such partnership of any one or more new partners. Guarantor further agrees that this instrument shall continue to be effective or be reinstated as the case may be, if at any time payment, or any part thereof, of the principal or interest on any of the Liabilities is rescinded or must otherwise be restored or returned by Lender to file or enforce a claim against upon the estate (in administrationinsolvency, bankruptcy or any other proceeding) reorganization of any other person or persons; (c) demandBorrower, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any all as though such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwisehad not been made.

Waivers by Guarantor. To The Guarantor agrees that the extent permitted by Guaranteed Obligations will be paid and performed strictly in accordance with their respective terms regardless of any law, Guarantor hereby waives and agrees not to assert regulation or take advantage order now or hereafter in effect in any jurisdiction affecting any of (a) any right to require Lender to proceed against any other person such terms or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason the rights of the incapacityAdministrative/Collateral Agent, lack of authority, death or disability of any other person or persons the Agents or the failure of Lender to file or enforce a claim against the estate (in administrationLenders with respect thereto. The Guarantor waives presentment, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest acceptance, notice of Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of UACC, the Seller or the lack Servicer, and all suretyship defenses generally. Without limiting the generality of the foregoing, the Guarantor agrees to the provisions of any thereofinstrument evidencing, including, without limitation, notice of the existence, creation securing or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument otherwise executed in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor Guaranteed Obligations and agrees that the Guaranteed Obligations shall not be released or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceabilitydischarged, in whole or in part, or otherwise affected by (i) the failure of the Administrative/Collateral Agent, any Agent or any of the Lenders to assert any claim or demand or to enforce any right or remedy against UACC, the Seller or the Servicer; (ii) any extensions or renewals of any of the Loan Guaranteed Obligations; (iii) any rescissions, waivers, amendments or modifications of any of the terms or provisions of any agreement evidencing, securing or otherwise executed in connection with the Guaranteed Obligations, including, without limitation, the Transaction Documents; (jiv) the substitution or release of any deficiencies in the collateral for the Loan entity primarily or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter secondarily liable for any obligation of UACC, the payment and performance Seller or the Servicer under this Agreement or the other Transaction Documents; (v) the adequacy of any obligation hereby guaranteed; (k) any assertion rights the Agents, the Lenders or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender Administrative/Collateral Agent may have against any collateral or other means of obtaining repayment of the Guaranteed Obligations; (vi) the impairment of any collateral securing the Guaranteed Obligations, including without limitation the failure to perfect or preserve any rights the Administrative/Collateral Agent, the Agents or the Lenders might have in such collateral or the substitution, exchange, surrender, release, loss or destruction of any such collateral; or (vii) any other act or omission which might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor, or the collateral for the Loan; (l) any modifications all of the Loan Documents or any obligation of Borrower relating which may be done without notice to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwiseGuarantor.

Waivers by Guarantor. To the extent permitted by law, The Guarantor hereby waives and agrees not to assert or take advantage waives, for the benefit of Beneficiaries: (a) any right to require Lender any Beneficiary, as a condition of payment or performance by the Guarantor, to (i) proceed against the Borrower or the Subsidiary Borrowers, any other person guarantor of the Guaranteed Obligations or to any other Person, (ii) proceed against or exhaust any security held by Lender at from the Borrower or any time Subsidiary Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of the Borrower or any Subsidiary Borrower or any other Person, or (iv) pursue any other remedy in Lender’s the power or under of any other agreement before proceeding against Guarantor hereunderBeneficiary whatsoever; (b) any defense that may arise arising by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy authority or any disability or other proceeding) defense of the Borrower or any Subsidiary Borrower including any defense based on or arising out of the illegality, lack of validity or unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any Subsidiary Borrower from any cause other person or personsthan payment in full of the Guaranteed Obligations; (c) demand, presentment for payment, notice any defense based upon any statute or rule of nonpayment, protest, notice law which provides that the obligation of protest and all a surety must be neither larger in amount nor in other notices of any kind, or the lack of any thereof, including, without limitation, notice respects more burdensome than that of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderprincipal; (d) any defense based upon an election any Beneficiary’s errors or omissions in the administration of remedies by Lenderthe Guaranteed Obligations, except behavior which amounts to bad faith; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (fi) any principle principles or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions any legal or equitable discharge of this Guarantythe Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to any Subsidiary Borrower and notices of any of the matters referred to in Section 7.2 and any right to consent to any thereof; and (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral defenses or Borrower, regardless of whether Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantor; (h) any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity exonerate guarantors or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantorsureties, or which may conflict with the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision terms hereof, or otherwise.

Waivers by Guarantor. The Guarantor hereby expressly waives, to the extent permitted by Applicable Law: (a) notice of acceptance of this Guaranty, (b) notice of the existence or creation of all or any of the Guarantied Obligations, (c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever, and (d) all diligence in collection or protection of or realization upon the Guarantied Obligations or any part thereof, any obligation hereunder, or any security for any of the foregoing. To the extent permitted by lawApplicable Law, all rights of subrogation, indemnification, contribution and reimbursement against the Borrower, all rights to enforce any remedy the Guarantied Parties, or any of them, may have against the Borrower and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Guarantied Parties, or any of them, in respect of the Guarantied Obligations, in each case, that the Guarantor hereby waives may have at any time, are expressly subordinated to the prior payment, observance and agrees not to assert performance in full of the Guarantied Obligations and the Guarantor shall withhold exercise of any such right or take advantage benefit until the Guarantied Obligations shall have been paid in full and all Commitments shall have been terminated. Any money received by the Guarantor in violation of the immediately preceding sentence shall be held in trust by the Guarantor for the benefit of the Guarantied Parties. If a claim is ever made upon the Guarantied Parties, or any of them, for the repayment or recovery of any amount or amounts received by any of them in payment of any of the Guarantied Obligations and such Person repays all or part of such amount by reason of (a) any right to require Lender to proceed against judgment, decree, or order of any other person court or to proceed against administrative body having jurisdiction over such Person or exhaust any security held by Lender at any time of its property, or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason of the incapacity, lack of authority, death good faith settlement or disability compromise of any other person or persons or the failure of Lender to file or enforce a such claim against the estate (in administration, bankruptcy or effected by such Person with any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereofsuch claimant, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe then in such event the Guarantor agrees that any such facts materially increase judgment, decree, order, settlement, or compromise shall be binding upon the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of notwithstanding any revocation hereof or the condition of the Collateral or Borrower and cancellation of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition promissory note or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of other instrument evidencing any of the Loan Documents; (j) any deficiencies in Guarantied Obligations, and the collateral Guarantor shall be and remain obligated to such Person hereunder for the Loan amount so repaid or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating recovered to the Loan same extent as if such amount had never originally been received by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwisesuch Person.

Waivers by Guarantor. To the extent permitted by law, The Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require the Lender to to: (i) proceed against the Borrower or any other guarantor, (ii) proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to collateral, (iii) pursue any other remedy in the Lender’s power whatsoever, or (iv) notify the Guarantor of any default by the Borrower in the payment of any amounts due under the Loan Documents or in the performance of any other agreement before proceeding against of the Borrower under the Loan Documents. The Guarantor hereunder; (b) waives any defense that may arise arising by reason of any of the incapacityfollowing: (i) any disability or any counterclaim or right of set-off or other defense of the Borrower, (ii) any lack of authorityauthority of the Borrower with respect to the Loan Documents, death (iii) the invalidity, illegality or disability lack of enforceability of the Loan Documents or any other person provision thereof from any cause whatsoever, including any action or persons or inaction by the Lender, (iv) the failure of the Lender to file perfect or enforce a claim maintain perfection of any security interest in any collateral, (v) the cessation from any cause whatsoever of the liability of the Borrower, (vi) the Loan Documents being or becoming void or voidable as against the estate (in administration, bankruptcy Borrower or any other proceeding) of the Borrower’s creditors, including a trustee in bankruptcy of the Borrower, by reason of any other person fact or persons; circumstance, (cvii) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, the delay or the lack of any thereof, including, without limitation, notice failure of the existence, creation or incurring Lender to exercise any of any new or additional indebtedness or obligation or of any action or non-action on its rights and remedies against the part of Lender, any endorser or creditor of either Guarantor Borrower or any other person whomsoever under collateral or security for the Loan Documents or this Guarantee, (viii) any event or circumstance that might otherwise constitute a legal or equitable discharge of the Guarantor’s obligations hereunder; provided, however, that the Guarantor does not waive any other instrument defense arising from the due performance by the Borrower of the terms and conditions of the Loan Documents, (ix) all errors and omissions in connection with any obligation or evidence the Lender’s administration of all indebtedness held guaranteed by this Guarantee, except errors and omissions resulting from the Lender; ’s acts of bad faith, (d) any defense based upon an election of remedies by Lender; (ex) any right or claim of right to cause a marshaling of the assets of either Guarantor the Borrower or Borrower; any other guarantor, (fxi) any principle act or provision omission of lawthe Lender (except acts or omissions in bad faith) that changes the scope of the Guarantor’s risk hereunder, statutory and (xii) all other notices and demands otherwise required by law which the Guarantor may lawfully waive. Until the payment of all amounts due under the Loan Documents and the performance of all of the terms, covenants and conditions therein required to be kept, observed or otherwise, which is or might be in conflict with performed by the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; waives (i) any invalidityright to enforce any remedy that the Lender now has or may hereafter have against the Borrower, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; and (jii) any deficiencies in the collateral for the Loan or benefit of, and any deficiency in the ability of Lender right to collect or to obtain performance from participate in, any persons or entities security now or hereafter liable held by the Lender. The Guarantor waives all rights of subrogation against the Borrower, for the payment express purpose that the Guarantor shall not be deemed a “creditor” of the Borrower under applicable bankruptcy law with respect to the Borrower’s obligations to the Lender. Guarantee (Right Choice Lease) GTJ Portfolio, Shelton, Connecticut AEGON Loan No. 10520105 The Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of dishonor, and performance notices of acceptances of this Guarantee. The Guarantor waives the benefit of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law statute of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of limitations affecting its rights which Lender may have against Guarantor, liability hereunder or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwiseenforcement thereof.

Waivers by Guarantor. To Guarantor waives, for the extent permitted benefit of -------------------------------- Caterpillar Financial (which waivers shall survive until this Guaranty is released or terminated in writing by law, Guarantor hereby waives and agrees not to assert or take advantage of Caterpillar Financial): (a) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereundernotice of acceptance of this Guaranty; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring incurrence of any new or and/or additional indebtedness or obligation or debt owing from Obligor to Caterpillar Financial; (c) presentment, protest and demand, and notice of any action or non-action on the part of Lenderprotest, any endorser or creditor of either Guarantor demand, nonpayment, nonperformance and dishonor or any and all agreements, notes or other person whomsoever under this obligations signed, accepted, endorsed or any other instrument in connection with any obligation assigned to or evidence of indebtedness held by LenderCaterpillar Financial or agreed to between Obligor and Caterpillar Financial; (d) notice of adverse change in Obligor's financial condition or any defense based upon an election other fact which might materially increase the risk of remedies by LenderGuarantor; (e) any right and all rights in and notices or claim demands relating to any Equipment, including without limitation, all rights, notices, advertisements or demands relating, whether directly or indirectly, to the foreclosure, sale or other disposition of right to cause a marshaling any or all such Equipment or the manner of the assets of either Guarantor such sale or Borrowerother disposition; (f) any principle claim, right or provision remedy which Guarantor may now have or hereafter acquire against the Obligor that arises hereunder and/or from the performance by any Other Obligor including, without limitation, any claim, remedy or right of lawsubrogation, statutory reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Caterpillar Financial against the Obligor or any security which caterpillar Financial now has or hereafter acquires with respect to the Obligor, whether or not such claim, right or remedy arises in equity, under contract (express or implied), by statute, under common law or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and notice of any default by Obligor or any other person obligated in any manner for all or any portion of Obligor's Indebtedness and all circumstances bearing on the risk that liability may be incurred by Guarantornotice of any legal proceedings against such parties; (h) any lack right of notice of disposition or of manner of disposition of contribution from any collateral for the LoanOther Obligors; (i) notice and hearing as to any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documentsprejudgment remedies; (j) any deficiencies in the collateral defense which is premised on an alleged lack of consideration for the Loan or obligation undertaken by Guarantor, including without limitation, any deficiency in defense to the ability enforcement of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for this Guaranty based upon the payment and performance timing of execution of this Guaranty and/or that the Guaranty had been executed after the execution date of any obligation hereby guaranteedagreements evidencing the Indebtedness; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loanall exemptions and homestead laws; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan other demands and notices required by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwiselaw; and (m) all setoffs and counterclaims against Caterpillar Financial and/or Obligor; (n) any actiondefense based on the claim that Guarantor's liabilities and obligations exceed or are more burdensome than those of Obligor; (o) any defense which the Obligor may assert or be able to assert on the underlying Indebtedness or which may be asserted by Guarantor, occurrenceincluding but not limited to (i) breach of warranty, event or matter consented to by Guarantor under any provision hereof(ii) fraud, or otherwise(iii) statute of frauds, (iv) infancy, (v) statute of limitations, (vi) lender liability (vii) accord and satisfaction, (viii) payment and/or (ix) usury.

Waivers by Guarantor. To Guarantor waives, for the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage benefit of Cat Financial: (a) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereundernotice of the acceptance of this Agreement; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring incurrence of new and/or additional debt owing from Borrower to Cat Financial; (c) presentment, protest and demand, and notice of protest, demand, nonpayment, nonperformance and dishonor of any new and all agreements, notes or additional indebtedness other obligations signed, accepted, endorsed or obligation assigned to or of any action by Cat Financial or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderagreed to between Borrower and Cat Financial; (d) notice of adverse change in Borrower’s financial condition or any defense based upon an election other fact which might materially increase the risk of remedies by LenderGuarantor; (e) any right and all rights in and notices or claim demands relating to any Equipment, including without limitation, all rights, notices, advertisements or demands relating, whether directly or indirectly, to the foreclosure, sale or other disposition of right to cause a marshaling any or all such Equipment or the manner of the assets of either Guarantor such sale or Borrowerother disposition; (f) any principle claim, right or provision remedy which Guarantor may now have or hereafter acquire against the Borrower that arises hereunder and/or from the performance by any other guarantor or guarantors, endorsers and/or sureties including, without limitation, any claim, remedy or right of lawsubrogation, statutory reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Cat Financial against the Borrower or any security which Cat Financial now has or hereafter acquires with respect to the Borrower, whether or not such claim, right or remedy arises in equity, under contract (express or implied), by statute, under common law or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and notice of any default by Borrower or any other person obligated in any manner for all or any portion of Borrower’s Indebtedness and all circumstances bearing on the risk that liability may be incurred by Guarantornotice of any legal proceedings against such parties; (h) any lack right of notice of disposition contribution from any other guarantor or of manner of disposition of any collateral for the Loanguarantors, endorsers and/or sureties; (i) notice and hearing as to any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documentsprejudgment remedies; (j) any deficiencies in defense which is premised on an alleged lack of consideration of the collateral for obligation undertaken by Guarantor, including without limitation, any defense to the Loan or any deficiency in enforcement of this Agreement based upon the ability timing of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for execution of this Agreement and/or that the payment and performance Agreement had been executed after the execution date of any obligation hereby guaranteedagreements evidencing the Indebtedness; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loanall exemptions and homestead laws; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan other demands and notices required by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwiselaw; and (m) all setoffs and counterclaims against Cat Financial and/or Borrower; (n) any actiondefense based on the claim that Guarantor’s liabilities and obligations exceed or are more burdensome than those of Borrower; (o) any defense which the Borrower may assert or be able to assert on the underlying Indebtedness or which may be asserted by Guarantor, occurrenceincluding but not limited to (i) breach of warranty, event or matter consented to by Guarantor under any provision hereof(ii) fraud, or otherwise(iii) statute of frauds, (iv) infancy, (v) statute of limitations, (vi) lender liability, (vii) accord and satisfaction, (viii) payment and/or (ix) usury.

Waivers by Guarantor. To Guarantor waives, for the extent permitted benefit of Seller ------------------------------- (which waivers shall survive until this Guaranty is released or terminated in writing by law, Guarantor hereby waives and agrees not to assert or take advantage of Seller): (a) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereundernotice of the acceptance of this Guaranty; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring incurrence of new and/or additional debt owing from Obligor to Seller; (c) presentment, protest and demand, and notice of protest, demand, nonpayment, nonperformance and dishonor of any new and all agreements, notes or additional indebtedness other obligations signed, accepted, endorsed or obligation assigned to or of any action by Seller or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderagreed to between Obligor and Seller; (d) notice of adverse change in Obligor's financial condition or any defense based upon an election other fact which might materially increase the risk of remedies by LenderGuarantor; (e) any right and all rights in and notices or claim demands relating to any Equipment, including without limitation, all rights, notices, advertisements or demands relating, whether directly or indirectly, to the foreclosure, sale or other disposition of right to cause a marshaling any or all such Equipment or the manner of the assets of either Guarantor such sale or Borrowerother disposition; (f) any principle claim, right or provision remedy which Guarantor may now have or hereafter acquire against the Obligor that arises hereunder and/or from the performance by any Other Obligor including, without limitation, any claim, remedy or right of lawsubrogation, statutory reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Seller against the Obligor or any security which Seller now has or hereafter acquires with respect to the Obligor, whether or not such claim, right or remedy arises in equity, under contract (express or implied), by statute, under common law or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and notice of any default by Obligor or any other person obligated in any manner for all or any portion of Obligor's Indebtedness and all circumstances bearing on the risk that liability may be incurred by Guarantornotice of any legal proceedings against such parties; (h) any lack right of notice of disposition or of manner of disposition of contribution from any collateral for the LoanOther Obligors; (i) notice and hearing as to any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documentsprejudgment remedies; (j) any deficiencies in defense which is premised on an alleged lack of consideration of the collateral for obligation undertaken by Guarantor, including without limitation, any defense to the Loan or any deficiency in enforcement of this Guaranty based upon the ability timing of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for execution of this Guaranty and/or that the payment and performance Guaranty has been executed after the execution date of any obligation hereby guaranteedagreements evidencing the Indebtedness; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loanall exemptions and homestead laws; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan other demands and notices required by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwiselaw; and (m) all setoffs and counterclaims against Seller and/or Obligor; (n) any actiondefense based on the claim that Guarantor's liabilities and obligations exceed or are more burdensome than those of Obligor; (o) any defense which the Obligor may assert or be able to assert on the underlying Indebtedness or which may be asserted by Guarantor, occurrenceincluding but not limited to (i) breach of warranty, event or matter consented to by Guarantor under any provision hereof(ii) fraud, or otherwise(iii) statute of frauds, (iv) infancy, (v) statute of limitations, (vi) lender liability, (vii) accord and satisfaction, (viii) payment and/or (ix) usury.

Waivers by Guarantor. To The Guarantor hereby expressly waives, to the extent permitted by lawApplicable Law: (a) notice of acceptance of this Guaranty, (b) notice of the existence or creation of all or any of the Guarantied Obligations, (c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever, and (d) all diligence in collection or protection of or realization upon the Guarantied Obligations or any part thereof, any obligation hereunder, or any security for any of the foregoing. All rights of subrogation, indemnification, contribution and reimbursement against the Borrowers, all rights to enforce any remedy the Guarantied Parties, or any of them, may have against the Borrowers and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Guarantied Parties, or any of them, in respect of the Guarantied Obligations, in each case, that the Guarantor hereby waives may have at any time, are expressly subordinated to the prior payment, observance and agrees not to assert performance in full of the Guarantied Obligations and the Guarantor shall withhold exercise of any such right or take advantage benefit until the Guarantied Obligations shall have been paid in full and all Commitments shall have been terminated. Any money received by the Guarantor in violation of the immediately preceding sentence shall be held in trust by the Guarantor for the benefit of the Guarantied Parties. If a claim is ever made upon the Guarantied Parties, or any of them, for the repayment or recovery of any amount or amounts received by any of them in payment of any of the Guarantied Obligations and such Person repays all or part of such amount by reason of (a) any right to require Lender to proceed against judgment, decree, or order of any other person court or to proceed against administrative body having jurisdiction over such Person or exhaust any security held by Lender at any time of its property, or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason of the incapacity, lack of authority, death good faith settlement or disability compromise of any other person or persons or the failure of Lender to file or enforce a such claim against the estate (in administration, bankruptcy or effected by such Person with any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereofsuch claimant, including, without limitation, notice of the existenceBorrowers, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on then in such event the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe agrees that any such facts materially increase judgment, decree, order, settlement, or compromise shall be binding upon the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of notwithstanding any revocation hereof or the condition of the Collateral or Borrower and cancellation of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition promissory note or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of other instrument evidencing any of the Loan Documents; (j) any deficiencies in Guarantied Obligations, and the collateral Guarantor shall be and remain obligated to such Person hereunder for the Loan amount so repaid or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating recovered to the Loan same extent as if such amount had never originally been received by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwisesuch Person.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral Property or Borrower, regardless of or whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends intend to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral Property or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor debtor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l1) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or or- any other Guarantor debtor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under Section 5(i) or any other provision hereof, or otherwise.

Waivers by Guarantor. To the extent permitted by law, The Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Lender to the Bond Holder to: (i) proceed against the Issuer or any other person or to proceed against or exhaust any security held by Lender at any time or to guarantor, (ii) pursue any other remedy in Lenderthe Bond Holder’s power whatsoever, or (iii) notify the Guarantor of any default by the Issuer in the payment of any amounts due under the Bonds or in the performance of any other agreement before proceeding against of the Issuer under the bond documents. The Guarantor hereunder; (b) waives any defense that may arise arising by reason of any of the incapacityfollowing: (i) any disability or any counterclaim or right of set-off or other defense of the Issuer, (ii) any lack of authorityauthority of the Issuer with respect to the Bonds, death (iii) the invalidity, illegality or disability lack of enforceability of the Bonds or any other person provision thereof from any cause whatsoever, including any action or persons or inaction by the Bond Holder, (iv) the failure of Lender the Bond Holder to file perfect or enforce a claim maintain perfection of any security interest in any collateral, (v) the cessation from any cause whatsoever of the liability of the Issuer, (vi) that the Bonds shall be void or voidable as against the estate (in administration, bankruptcy Issuer or any other proceeding) of the Issuer’s creditors, including a trustee in bankruptcy of the Issuer, by reason of any other person fact or persons; circumstance, (cvii) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, the delay or the lack of any thereof, including, without limitation, notice failure of the existence, creation or incurring Bond Holder to exercise any of any new or additional indebtedness or obligation or of any action or non-action on its rights and remedies against the part of Lender, any endorser or creditor of either Guarantor Issuer or any other person whomsoever under collateral or security for the Bonds or this Guarantee, (viii) any event or circumstance that might otherwise constitute a legal or equitable discharge of the Guarantor’s obligations hereunder; provided, however, that the Guarantor does not waive any other instrument defense arising from the due performance by the Issuer of the terms and conditions of the Bonds, (ix) all errors and omissions in connection with any obligation or evidence the Bond Holder’s administration of all indebtedness held guaranteed by Lender; this Guarantee, except errors and omissions resulting from the Bond Holder’s acts of bad faith, (d) any defense based upon an election of remedies by Lender; (ex) any right or claim of right to cause a marshaling of the assets of either Guarantor the Issuer or Borrower; any other guarantor, (fxi) any principle act or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed omission of the condition Bond Holder (except acts or omissions in bad faith) that changes the scope of the Collateral Guarantor’s risk hereunder, and (xii) all other notices and demands otherwise required by law which the Guarantor may lawfully waive. Until the payment of all amounts due under the Bonds and the performance of all of the terms, covenants and conditions therein required to be kept, observed or Borrower and of any and all circumstances bearing on performed by the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for Issuer, the Loan; Guarantor waives (i) any invalidityright to enforce any remedy that the Bond Holder now has or may hereafter have against the Issuer, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; and (jii) any deficiencies in the collateral for the Loan or benefit of, and any deficiency in the ability of Lender right to collect or to obtain performance from participate in, any persons or entities security now or hereafter liable held by the Bond Holder. The Guarantor waives all rights of subrogation against the Issuer, for the payment express purpose that the Guarantor shall not be deemed a “creditor” of the Issuer under applicable bankruptcy law with respect to the Issuer’s obligations to the Bond Holder. The Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of dishonor, and performance notices of acceptances of this Guarantee. The Guarantor waives the benefit of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law statute of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of limitations affecting its rights which Lender may have against Guarantor, liability hereunder or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwiseenforcement thereof.

Waivers by Guarantor. To the extent permitted by law, Each Guarantor hereby waives and agrees not to assert or take advantage waives, for the benefit of Secured Parties: (a) any right to require Lender any Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrowers, any other person guarantor (including any other guarantor) of the Guaranteed Obligations or to any other Person, (ii) proceed against or exhaust any security held by Lender at from the Borrowers, any time such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of the Borrowers or any other Person, or (iv) pursue any other remedy in Lender’s the power or under of any other agreement before proceeding against Guarantor hereunderSecured Party whatsoever; (b) any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy Borrowers or any other proceeding) guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrowers or any other person or personsGuarantor from any cause other than payment in full of the Guaranteed Obligations; (c) demand, presentment for payment, notice any defense based upon any statute or rule pursuant to Requirements of nonpayment, protest, notice Law which provides that the obligation of protest and all a surety must be neither larger in amount nor in other notices of any kind, or the lack of any thereof, including, without limitation, notice respects more burdensome than that of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderprincipal; (d) any defense based upon an election any Secured Party’s errors or omissions in the administration of remedies by Lenderthe Guaranteed Obligations, except behavior which amounts to gross negligence or willful misconduct; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (fi) any principle principles or provision provisions under applicable Requirements of lawLaw, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions any legal or equitable discharge of this Guarantysuch Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrowers and notices of any of the matters referred to in Section 10.4 and any right to consent to any thereof; and (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral defenses or Borrower, regardless of whether Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantor; (h) any lack Requirements of notice Law which limit the liability of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity exonerate guarantors or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantorsureties, or which may conflict with the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision terms hereof, or otherwise.

Waivers by Guarantor. To Guarantor waives, for the extent permitted benefit of Seller -------------------------------- (which waivers shall survive until this Guaranty is released or terminated in writing by law, Guarantor hereby waives and agrees not to assert or take advantage of Seller): (a) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereundernotice of the acceptance of this Guaranty; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring incurrence of new and/or additional debt owing from Obligor to Seller; (c) presentment, protest and demand, and notice of protest, demand, nonpayment, nonperformance and dishonor of any new and all agreements, notes or additional indebtedness other obligations signed, accepted, endorsed or obligation assigned to or of any action by Seller or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderagreed to between Obligor and Seller; (d) notice of adverse change in Obligor's financial condition or any defense based upon an election other fact which might materially increase the risk of remedies by LenderGuarantor; (e) any right and all rights in and notices or claim demands relating to any Equipment, including without limitation, all rights, notices, advertisements or demands relating, whether directly or indirectly, to the foreclosure, sale or other disposition of right to cause a marshaling any or all such Equipment or the manner of the assets of either Guarantor such sale or Borrowerother disposition; (f) any principle claim, right or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that remedy which Guarantor intends may now have or hereafter acquire against the Obligor that arises hereunder and/or from the performance by any Other Obligor including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Seller against the Obligor or any security which Seller now has or hereafter acquires with respect to assume the Obligor, whether or has reason to believe that not such facts are unknown to Guarantor claim, right or has a reasonable opportunity to communicate remedy arises in equity, under contract (express or implied), by statute, under common law or proceedings against such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantorparties; (h) any lack right of notice of disposition or of manner of disposition of contribution from any collateral for the LoanOther Obligors; (i) notice and hearing as to any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documentsprejudgment remedies; (j) any deficiencies in defense which is premised on an alleged lack of consideration of the collateral for obligation undertaken by Guarantor, including without limitation, any defense to the Loan or any deficiency in enforcement of this Guaranty based upon the ability timing of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for execution of this Guaranty and/or that the payment and performance Guaranty had been executed after the execution date of any obligation hereby guaranteedagreements evidencing the Indebtedness; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loanall exemptions and homestead laws; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan other demands and notices required by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwiselaw; and (m) all setoffs and counterclaims against Seller and/or Obligor; (n) any actiondefense based on the claim that Guarantor's liabilities and obligations exceed or are more burdensome than those of Obligor; (o) any defense which the Obligor may assert or be able to assert on the underlying Indebtedness or which may be asserted by Guarantor, occurrenceincluding but not limited to (i) breach of warranty, event or matter consented to by Guarantor under any provision hereof(ii) fraud, or otherwise(iii) statute of frauds, (iv) infancy, (v) stature of limitations, (vi) lender liability, (vii) accord and satisfaction, (viii) payment and/or (ix) usury.

Waivers by Guarantor. To The Guarantor hereby waives: (a) acceptance or notice of acceptance of this Guaranty by the Bank; (b) notice of any action taken or omitted by the Bank in reliance hereon; (c) any duty on the part of the Bank to disclose to the Guarantor any facts it may now or hereafter know regarding any Transaction Party; (d) notice of presentment and demand for payment or performance of any of the Obligations; (e) protest and notice of dishonor or of default to the Guarantor, or to any other party with respect to the payment or performance of the Obligations hereby guaranteed; (f) any and all other notices whatsoever from the Bank to which the Guarantor might otherwise be entitled; and (g) any requirement that the Bank be diligent or prompt in making demands hereunder, giving notice of any default by any Transaction Party or asserting any other right of the Bank hereunder. The Guarantor also irrevocably waives, to the fullest extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender and all defenses which at any time may be available in respect of the Guarantor’s obligations to the Bank hereunder by virtue of: (i) the statute of limitations in any action hereunder or to pursue for the collection or the performance of any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunderof the Obligations; (bii) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender the Bank to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, give notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument whomsoever, in connection with any obligation or evidence of indebtedness held by Lenderthe Obligations; (diii) any defense based upon an election of remedies by Lenderthe Bank which destroys or otherwise impairs any subrogation rights of the Guarantor, the right of the Guarantor to proceed against any Transaction Party for reimbursement, or the right of the Guarantor to seek contribution from any co-guarantor, or all or any combination of such rights; (eiv) any right or claim of right to cause a marshaling the failure of the assets of either Guarantor or Borrower; (f) Bank to commence an action against any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 Transaction Party or any other stay provided under Person; (v) any homestead exemption, valuation, stay, moratorium law or other Guarantor relief similar law of any jurisdiction whatsoever, now or hereafter in effect; (vi) any defense based on lack of due diligence by the Bank in collection, shall operate protection or realization upon any collateral securing the Obligations; (vii) any and all rights the Guarantor may now or hereafter have arising under any law or statute that requires that the Bank make demand upon, assert claims against, or collect from any Transaction Party or other persons or entities, foreclose any security interest, sell collateral, exhaust any remedies, or take any other action against any Transaction Party or other persons or entities prior to stay making demand upon, collecting from or inhibit taking action against the ability Guarantor with respect to the Obligations, including any such rights the Guarantor might otherwise have had under N.C.G.S. §§ 26-7, et seq., and any successor statute and any other applicable law; (viii) the amendment of, supplement to or waiver of Lender any provision of any Transaction Documents, (ix) the failure of the Guarantor to enforce receive any benefit from or as a result of its rights execution, delivery and performance of this Guaranty; and (x) any other legal or equitable defenses whatsoever to which Lender may have against the Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any courtthem, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwisemight otherwise be entitled.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage waives, for the benefit of Beneficiaries: (a) any right to require Lender any Beneficiary, as a condition of payment or performance by Guarantor, to (i) proceed against Borrower, any other person guarantor of the Guaranteed Obligations or to any other Person, (ii) proceed against or exhaust any security held by Lender at from Borrower, any time such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Beneficiary in favor of Borrower or any other Person, or (iv) pursue any other remedy in Lender’s the power or under of any other agreement before proceeding against Guarantor hereunderBeneficiary whatsoever; (b) any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of Borrower including any other person defense based on or persons arising out of the lack of validity or the failure unenforceability of Lender to file or enforce a claim against the estate (in administration, bankruptcy Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower from any cause other proceeding) than payment in full of any other person or personsthe Guaranteed Obligations; (c) demand, presentment for payment, notice any defense based upon any statute or rule of nonpayment, protest, notice law which provides that the obligation of protest and all a surety must be neither larger in amount nor in other notices of any kind, or the lack of any thereof, including, without limitation, notice respects more burdensome than that of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderprincipal; (d) any defense based upon an election any Beneficiary’s errors or omissions in the administration of remedies by Lenderthe Guaranteed Obligations, except behavior which amounts to bad faith; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (fi) any principle principles or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions any legal or equitable discharge of this GuarantyGuarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral defenses or Borrower, regardless of whether Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantor; (h) any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity exonerate guarantors or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantorsureties, or which may conflict with the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision terms hereof, or otherwise.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage waives, for the benefit of the Administrative Agent and/or the Lenders: (a) any right to require Lender the Administrative Agent and/or the Lenders, as a condition of payment or performance by Guarantor, to (i) proceed against Borrowers, any other person guarantor of the Guaranteed Obligations or to any other Person, (ii) proceed against or exhaust any security held by from Borrowers, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of the Administrative Agent and/or any Lender at in favor of Borrowers or any time other Person, or to (iv) pursue any other remedy in Lender’s the power or under of the Administrative Agent and/or any other agreement before proceeding against Guarantor hereunderLender whatsoever; (b) any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy Borrowers or any other proceeding) guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrowers or any other person or personsguarantor from any cause other than payment in full of the Guaranteed Obligations; (c) demand, presentment for payment, notice any defense based upon any statute or rule of nonpayment, protest, notice law which provides that the obligation of protest and all a surety must be neither larger in amount nor in other notices of any kind, or the lack of any thereof, including, without limitation, notice respects more burdensome than that of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderprincipal; (d) any defense based upon an election the Administrative Agent’s and/or any Lender ‘s errors or omissions in the administration of remedies by Lenderthe Guaranteed Obligations, except behavior which amounts to bad faith; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (fi) any principle principles or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions any legal or equitable discharge of this GuarantyGuarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent and/or any Lender protect, secure, perfect or insure any Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related hereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers and notices of any of the matters referred to in Section 8.3 and any right to consent to any thereof; and (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral defenses or Borrower, regardless of whether Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantor; (h) any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity exonerate guarantors or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantorsureties, or which may conflict with the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision terms hereof, or otherwise.

Waivers by Guarantor. To Guarantor waives: (a) to the maximum extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage any defense based upon any legal disability of (a) any right to require Lender to proceed against Tenant, any other person guarantor or to proceed against other person, or exhaust by reason of the cessation or limitation of the liability of Tenant from any security held by Lender at any time or to pursue any cause other remedy in Lender’s power or under any other agreement before proceeding against Guarantor than full payment and performance of those obligations of Tenant which are guaranteed hereunder; (b) any defense that may arise by reason based upon any lack of authority of the incapacityofficers, lack directors, partners, managers, members, or agents acting or purporting to act on behalf of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy Tenant or any other proceeding) principal of Tenant or any other person defect in the formation of Tenant or personsany principal of Tenant; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest any and all other notices rights and defenses arising out of any kind, or an election of remedies by the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by LenderAuthority; (d) any defense based upon an election of remedies by Lenderthe Authority's failure to disclose to Guarantor any information concerning Tenant's financial condition or any other circumstances bearing on Tenant's ability to pay and perform its obligations under the Lease; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (f) any right of subrogation, any right to enforce any remedy which the Authority may have against Tenant and any right to participate in, or benefit from, any security for the Lease now or hereafter held by the Authority; (g) presentment, demand, protest, and, except as otherwise expressly provided in this Guaranty, notice of any kind including, without limitation, notice of any default by Tenant under the Lease; (h) acceptance of this Guaranty by the Authority; (i) any right or claim of right to cause a marshaling of any of the Tenant's assets or the assets of either Guarantor any other party now or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible hereafter held as security for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan DocumentsTenant's obligations; (j) any deficiencies in exemption of disposable earnings from attachment or garnishment under the collateral for Massachusetts General Laws; and (k) the Loan benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Without limiting the generality of the foregoing or any deficiency in other provision hereof, but subject to the ability provisions of Lender Section 8 below, Guarantor further expressly waives to collect or the extent permitted by law any and all rights and defenses generally available to obtain performance from sureties, including without limitation any persons or entities now or hereafter liable for rights against Tenant of subrogation, reimbursement, indemnification and contribution. Guarantor further agrees that the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 act or any other stay provided under payment which tolls any other Guarantor relief law statute of any jurisdiction whatsoever, now or hereafter in effect, limitations applicable to the Lease shall similarly operate to stay toll the statute of limitations applicable to Guarantor's liability hereunder. Notwithstanding anything to the contrary set forth in this Guaranty, acts or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications omissions of the Loan Documents Authority or any obligation of Borrower relating its agents that would constitute a defense available to the Loan Tenant against claims made by operation the Authority under the Lease with respect to any obligations of law or Tenant thereunder which are hereby guaranteed shall also constitute a permitted defense to claims made by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Authority against the Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwisehereunder with respect thereto.

Waivers by Guarantor. To the extent permitted by lawSubject to Section 2 hereof, Guarantor hereby waives and agrees not to assert or take advantage of (a) notice of any right default hereunder and any default, breach or nonperformance or any Default or Event of Default with respect to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or of the Guaranteed Rent under any other agreement before proceeding against Guarantor hereunder; the Leases, (b) demand for performance or observance of, and any defense that may arise by reason of the incapacity, lack of authority, death or disability enforcement of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administrationprovision of, bankruptcy or any other proceeding) pursuit or exhaustion of any other person rights or persons; (c) demandremedies against Tenants, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kindunder or pursuant to the Leases, or the lack any agreement directly or indirectly relating thereto and any requirements of any thereof, including, without limitation, notice of the existence, creation diligence or incurring of any new or additional indebtedness or obligation or of any action or non-action promptness on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument Landlords in connection with any obligation or evidence of indebtedness held by Lender; therewith, and (dc) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of lawextent Guarantors lawfully may do so, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on demand and notices of every kind and description with respect to the risk that liability foregoing or which may be incurred required to be given by Guarantor; (h) any lack statute or rule of notice of disposition or of manner of disposition law and, subject to Section 16 hereof, any defense of any collateral for kind which it may now or hereafter have with respect to this Guaranty, the Loan; Leases or the Guaranteed Rent guaranteed hereunder. Guarantor agrees that the liability of Guarantor hereunder shall in no way be affected, diminished, or released by (i) any invalidityforbearance or indulgence which may be granted to a Tenant (or to any successor thereto or to any Person which shall have assumed the obligations thereof) under the Lease, irregularity except if such forbearance or unenforceabilityindulgence amends, alters, modifies or otherwise affects the amount of Rent or the Tenant’s obligation to pay the Rent and, in whole such event only to the extent of such effect on the amount of Rent or in partTenant’s obligation to pay the Rent, (ii) any waiver or amendment of any of the Loan Documents; (j) any deficiencies term, covenant or condition in the collateral for Leases, except if such waiver or amendment amends, alters, modifies or otherwise affects the Loan or any deficiency in the ability amount of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, Rent or the collateral for Tenant’s obligation to pay the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating Rent and, in such event only to the Loan by operation extent of law such effect on the amount of Rent or by action Tenant’s obligation to pay the Rent or (iii) the acceptance of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwiseadditional security.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage waives, for the benefit of Lenders: (a) any right to require Lender Lenders, as a condition of payment or performance by Guarantor, to (i) proceed against the Company, any other person guarantor (including any other Guarantor) of the Guaranteed Obligations or to any other Person, (ii) proceed against or exhaust any security held by Lender at from the Company, any time such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Lenders in favor of the Company or any other Guarantor or any other Person, or (iv) pursue any other remedy in Lender’s the power or under any other agreement before proceeding against Guarantor hereunderof Lenders whatsoever; (b) any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy Company or any other proceeding) Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Company or any other person or personsGuarantor from any cause other than payment in full of the Guaranteed Obligations; (c) demand, presentment for payment, notice any defense based upon any statute or rule of nonpayment, protest, notice law which provides that the obligation of protest and all a surety must be neither larger in amount nor in other notices of any kind, or the lack of any thereof, including, without limitation, notice respects more burdensome than that of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderprincipal; (d) any defense based upon an election Lenders’ errors or omissions in the administration of remedies by Lenderthe Guaranteed Obligations, except behavior which amounts to willful misconduct, gross negligence or bad faith; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (fi) any principle principles or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions any legal or equitable discharge of this Guarantysuch Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that Lenders protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Company, and notices of any of the matters referred to in Section 13.3 and any right to consent to any thereof; and (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral defenses or Borrower, regardless of whether Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantor; (h) any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity exonerate guarantors or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantorsureties, or which may conflict with the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision terms hereof, or otherwise.

Waivers by Guarantor. To the fullest extent permitted by applicable law, each Guarantor hereby waives and agrees not to assert or take advantage waives, for the benefit of the Payee: (a) any right to require Lender the Payee, as a condition of payment or performance by such Guarantor, to (i) proceed against the Issuer, any other person guarantor (including any other Guarantor) of the Guaranteed Obligations or to any other Person, (ii) proceed against or exhaust any security held by Lender at from the Issuer, any time such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of the Payee in favor of the Issuer or any other Person, or (iv) pursue any other remedy in Lender’s the power or under any other agreement before proceeding against Guarantor hereunderof the Payee whatsoever; (b) any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy Issuer or any other proceeding) Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Issuer or any other person or personsGuarantor from any cause other than payment in full of the Guaranteed Obligations; (c) demand, presentment for payment, notice any defense based upon any statute or rule of nonpayment, protest, notice law which provides that the obligation of protest and all a surety must be neither larger in amount nor in other notices of any kind, or the lack of any thereof, including, without limitation, notice respects more burdensome than that of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderprincipal; (d) any defense based upon an election the Payee’s errors or omissions in the administration of remedies by Lenderthe Guaranteed Obligations, except behavior which amounts to bad faith, gross negligence or willful misconduct; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (fi) any principle principles or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions any legal or equitable discharge of this Guarantysuch Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims (other than a defense of payment or performance of the Guaranteed Obligations) and (iv) promptness, diligence and any requirement that the Payee protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Issuer and notices of any of the matters referred to in Section 11(c) and any right to consent to any thereof; and (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral defenses or Borrower, regardless of whether Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantor; (h) any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity exonerate guarantors or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantorsureties, or which may conflict with the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision terms hereof, or otherwise.

Waivers by Guarantor. To The Guarantor waives any and all defenses available to sureties, guarantors or accommodation co-obligors in their capacities as such. The Guarantor retains any and all defenses, claims, setoffs and discharges of either or both of the extent permitted Sellers, pertaining to the Obligations, including the defense of discharge by lawpayment in full, Guarantor hereby waives and agrees but Seller may not to assert or take advantage of raise as a defense that (a) any right to require Lender to proceed against any other person the Sellers are not organized or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; validly existing, (b) any defense that may arise the Asset Purchase Agreement was not duly authorized, executed or delivered by reason of the incapacitySellers, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demandthe Asset Purchase Agreement is not a legal, presentment for payment, notice of nonpayment, protest, notice of protest valid and all other notices of any kind, or the lack of any thereof, including, without limitation, notice binding obligation of the existenceSellers. Without limiting the generality of the foregoing, creation the Guarantor may assert, plead or incurring enforce against the Buyer any defense of any new waiver, release, statute of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud, incapacity, minority, usury, illegality or additional indebtedness unenforceability which may be available to either or obligation or both of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor Sellers or any other person whomsoever under this or any other instrument liable in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, respect of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan Obligations, or any deficiency in setoff available against the ability Buyer to either or both of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 Sellers or any other stay provided under such person, whether or not on account of a related transaction. The liability of the Guarantor will not be affected or impaired by any voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar event or proceeding affecting, either or both of the Sellers or any of their respective assets. The Guarantor relief law will not assert, plead or enforce against the Buyer any claim, defense or setoff available to the Guarantor against either or both of the Sellers. The Guarantor waives presentment, demand for payment (other than the notice required by Section 2), notice of dishonor or nonpayment and protest of any jurisdiction whatsoever, now instrument evidencing the Obligations. The Buyer will not be required first to resort for payment of the Obligations to either or hereafter in effect, shall operate to stay both of the Sellers or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantorother persons, or their properties, before enforcing this Guaranty other than giving the collateral notice provided for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwiseSection 2.

Waivers by Guarantor. To Guarantor waives, for the extent permitted benefit of -------------------------------- Caterpillar Financial (which waivers shall survive until this Guaranty is released or terminated in writing by law, Guarantor hereby waives and agrees not to assert or take advantage of Caterpillar Financial): (a) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereundernotice of the acceptance of this Guaranty; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring incurrence of new and/or additional debt owing from Obligor to Caterpillar Financial; (c) presentment, protest and demand, and notice of protest, demand, nonpayment, nonperformance and dishonor of any new and all agreements, notes or additional indebtedness other obligations signed, accepted, endorsed or obligation assigned to or of any action by Caterpillar Financial or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderagreed to between Obligor and Caterpillar Financial; (d) notice of adverse change in Obligor's financial condition or any defense based upon an election other fact which might materially increase the risk of remedies by LenderGuarantor; (e) any right and all rights in and notices or claim demands relating to any Equipment, including without limitation, all rights, notices, advertisements or demands relating, whether directly or indirectly, to the foreclosure, sale or other disposition of right to cause a marshaling any or all such Equipment or the manner of the assets of either Guarantor such sale or Borrowerother disposition; (f) any principle claim, right or provision remedy which Guarantor may now have or hereafter acquire against the Obligor that arises hereunder and/or from the performance by any Other Obligor including, without limitation, any claim, remedy or right of lawsubrogation, statutory reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Caterpillar Financial against the Obligor or any security which Caterpillar Financial now has or hereafter acquires with respect to the Obligor, whether or not such claim, right or remedy arises in equity, under contract (express or implied), by statute, under common law or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and notice of any default by Obligor or any other person obligated in any manner for all or any portion of Obligor's Indebtedness and all circumstances bearing on the risk that liability may be incurred by Guarantornotice of any legal proceedings against such parties; (h) any lack right of notice of disposition or of manner of disposition of contribution from any collateral for the LoanOther Obligors; (i) notice and hearing as to any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documentsprejudgment remedies; (j) any deficiencies in defense which is premised on an alleged lack of consideration of the collateral for obligation undertaken by Guarantor, including without limitation, any defense to the Loan or any deficiency in enforcement of this Guaranty based upon the ability timing of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for execution of this Guaranty and/or that the payment and performance Guaranty had been executed after the execution date of any obligation hereby guaranteedagreements evidencing the Indebtedness; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loanall exemptions and homestead laws; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan other demands and notices required by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwiselaw; and (m) all setoffs and counterclaims against Caterpillar Financial and/or Obligor; (n) any actiondefense based on the claim that Guarantor's liabilities and obligations exceed or are more burdensome than those of Obligor; (o) any defense which the Obligor may assert or be able to assert on the underlying Indebtedness or which may be asserted by Guarantor, occurrenceincluding but not limited to (i) breach of warranty, event or matter consented to by Guarantor under any provision hereof(ii) fraud, or otherwise(iii) statute of frauds, (iv) infancy, (v) statute of limitations, (vi) lender liability, (vii) accord and satisfaction, (viii) payment and/or (ix) usury.

Waivers by Guarantor. To the extent permitted not prohibited by applicable law, Guarantor hereby waives and agrees not to assert or take advantage of waives: (a) any right fight to require Lender the Lender, as a condition of payment or performance by Guarantor, to (i) proceed against the Borrower, any other person guarantor (including any Subsidiary Guarantor) of the Guaranteed Obligations or to any other Person, (ii) proceed against or exhaust any security held by from the Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of the Lender at in favor of the Borrower or any time or to other Person, (iv) pursue any other remedy in Lender’s the power or under any other agreement before proceeding against Guarantor hereunder; of the Lender whatsoever, including pursuant to Section 34.02 of the Texas Business and Commerce Code, as amended, Section 17.001 of the Texas Civil Practice and Remedies Code, as amended, and Rule 31 of the Texas Rules of Civil Procedure, as amended, (b) any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceeding) guarantor, including any Subsidiary Guarantor, including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other person or personssuch guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) demand, presentment for payment, notice any defense based upon any statute or rule of nonpayment, protest, notice law which provides that the obligation of protest and all a surety must be neither larger in amount nor in other notices of any kind, or the lack of any thereof, including, without limitation, notice respects more burdensome than that of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderprincipal; (d) any defense based upon an election the Lender's errors or omissions in the administration of remedies by Lenderthe Guaranteed Obligations, except behavior which amounts to bad faith; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (fi) any principle principles or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions any legal or equitable discharge of this GuarantyGuarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 2.3 and any right to consent to any thereof; and (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral defenses or Borrower, regardless of whether Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantor; (h) any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity exonerate guarantors or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantorsureties, or which may conflict with the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision terms hereof, or otherwise.

Waivers by Guarantor. To the extent permitted by lawExcept as otherwise expressly provided in this Guaranty, Guarantor hereby waives and agrees not to assert or take advantage of waives: (a) notice of acceptance of this Guaranty by Kellxxxxx, xx of the creation, renewal or accrual of any right to require Lender to proceed against any other person liability of Banner, present or to proceed against future, or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunderof the reliance of the Kellxxxxx Xxxemnified Parties upon this Guaranty; (b) demand of payment from any person indebted in any manner or for any of the liabilities or obligations hereby guaranteed; (c) presentation for payment of any instrument of Banner or any other person, protest thereof and notice of its dishonor to any party thereto and to Guarantor; (d) any defense that may arise arising by reason virtue of (i) the incapacity, lack of authorityauthority of Guarantor or other party, death or disability of revocation hereof by Guarantor or any other person party, or persons or (ii) the failure of Lender any of the Kellxxxxx Xxxemnified Parties to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (de) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets Kellxxxxx Xxxemnified Parties which destroys or otherwise impairs the subrogation rights of either Guarantor or Borrowerthe right of Guarantor to proceed against Banner for reimbursement, or both; and (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender any of the Kellxxxxx Xxxemnified Parties to disclose to Guarantor any facts Lender which such Kellxxxxx Xxxemnified Party may now or hereafter know about the Collateral or BorrowerBanner, regardless of whether Lender such Kellxxxxx Xxxemnified Party has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has have a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice non-payment of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation all obligations hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwise.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage waives, for the benefit of Beneficiaries: (a) any right to require Lender any Beneficiary, as a condition of payment or performance by Guarantor, to (i) proceed against Company, any other person guarantor of the Guaranteed Obligations or to any other Person, (ii) proceed against or exhaust any security held by Lender at from Company, any time such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in Lender’s the power or under of any other agreement before proceeding against Guarantor hereunderBeneficiary whatsoever; (b) any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy Company or any other proceeding) Person including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Company or any other person or personsGuarantor from any cause other than payment in full of the Guaranteed Obligations; (c) demand, presentment for payment, notice any defense based upon any statute or rule of nonpayment, protest, notice law which provides that the obligation of protest and all a surety must be neither larger in amount nor in other notices of any kind, or the lack of any thereof, including, without limitation, notice respects more burdensome than that of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderprincipal; (d) any defense based upon an election any Beneficiary’s errors or omissions in the administration of remedies by Lenderthe Guaranteed Obligations, except behavior which amounts to bad faith; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (fi) any principle principles or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions any legal or equitable discharge of this GuarantyGuarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in Section 7.3 and any right to consent to any thereof; and (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral defenses or Borrower, regardless of whether Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantor; (h) any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity exonerate guarantors or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantorsureties, or which may conflict with the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision terms hereof, or otherwise.

Waivers by Guarantor. To the extent permitted by law, The Guarantor hereby waives and agrees not to assert or take advantage of expressly waives: (a) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder-------------------- notice of acceptance of this Guaranty; (b) any defense that may arise by reason notice of the incapacity, lack existence or creation of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy all or any other proceeding) of any other person or personsthe Obligations; (c) notice of any default, nonpayment, partial payment, presentment, demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderwhatever; (d) any defense based upon an election invalidity or disability in whole or in part at the time of remedies by Lenderits acceptance or at any other time with respect to the Collateral, or any part thereof, as well as with respect to the liability of any party including any party who is or becomes primarily or secondarily liable on the Obligations; (e) the fact that the Collateral or any right part thereof may at any time or claim of right from time to time be in default or be incorrectly estimated or deteriorate in value for any cause a marshaling of the assets of either Guarantor or Borrowerwhatsoever; (f) all diligence by Lender in collection or protection of or realization upon the Collateral, the Obligations, or any principle part thereof, any liability hereunder, any liability of any party primarily or provision secondarily labile on the Obligations, or any security for any of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guarantyforegoing; (g) any duty or obligation on the part of Lender to disclose ascertain the extent or nature of the Collateral, or any part thereof, or any insurance or other rights respecting the Collateral, or the liability of any party primarily or secondarily liable on the Obligations, as well as any duty or obligation on the part of Lender to Guarantor take any facts Lender may know about steps or action to safeguard, protect, deal with, handle, obtain or convey information respecting, or otherwise follow in any manner, the Collateral or Borrowerany part thereof, regardless of whether Lender has reason to believe that any or such facts materially increase the risk beyond that which Guarantor intends to assume insurance, other rights, or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantorsecurity; (h) any lack duty or obligation on Lender to proceed to collect the Obligations from, or to commence an action against, the Borrower, despite any notice or request of notice of disposition or of manner of disposition of any collateral for the LoanGuarantor to do so; and (i) any invalidityand all rights of subrogation, irregularity indemnity, reimbursement or unenforceabilityother, in whole similar rights to enforce any remedy which the Guarantor, as subrogee, assignee or in part, of any otherwise of the Loan Documents; (j) Lender, now has or may hereafter have, but for this provision, against the Borrower, and any deficiencies in the collateral for the Loan or benefit of, and any deficiency in the ability of Lender right to collect or to obtain performance from participate in, any persons or entities security now or hereafter liable held by the Lender for the payment Obligations, unless and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may until all Obligations have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; been fully paid and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwisesatisfied.

Waivers by Guarantor. To Each Guarantor hereby expressly waives, to the extent permitted by applicable law: (a) notice of acceptance of this Guaranty, (b) notice of the existence or creation of all or any of the Guarantied Obligations, (c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever and (d) all diligence in collection or protection of or realization upon the Guarantied Obligations or any part thereof, any obligation hereunder, or any security for any of the foregoing, and (e) all rights of subrogation, indemnification, contribution and reimbursement against the Borrower, all rights to enforce any remedy the Guarantied Parties, or any of them, may have against the Borrower and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Guarantied Parties, or any of them, in respect of the Guarantied Obligations, in each case, that such Guarantor hereby waives may have at any time. Any rights or benefits of the Guarantors set forth in subsection (e) above are expressly subordinated to the prior payment, observance and agrees not to assert performance in full of the Guarantied Obligations and each Guarantor shall withhold exercise of any such right or take advantage benefit until the Guarantied Obligations shall have been paid in full and all Commitments shall have been terminated. Any money received by any Guarantor in violation of the immediately preceding sentence shall be held in trust by such Guarantor for the benefit of the Guarantied Parties. If a claim is ever made upon the Guarantied Parties, or any of them, for the repayment or recovery of any amount or amounts received by any of them in payment of any of the Guarantied Obligations and such Person repays all or part of such amount by reason of (a) any right to require Lender to proceed against judgment, decree, or order of any other person court or to proceed against administrative body having jurisdiction over such Person or exhaust any security held by Lender at any time of its property, or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason of the incapacity, lack of authority, death good faith settlement or disability compromise of any other person or persons or the failure of Lender to file or enforce a such claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection effected by such Person with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of such claimant, including the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe then in such event each Guarantor agrees that any such facts materially increase the risk beyond that which Guarantor intends to assume judgment, decree, order, settlement, or has reason to believe that compromise shall be binding upon such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of notwithstanding any revocation hereof or the condition of the Collateral or Borrower and cancellation of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition promissory note or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of other instrument evidencing any of the Loan Documents; (j) any deficiencies in the collateral Guarantied Obligations, and such Guarantor shall be and remain obligated to such Person hereunder for the Loan amount so repaid or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating recovered to the Loan same extent as if such amount had never originally been received by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwisesuch Person.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives waives, for the benefit of Administrative Agent and agrees not to assert or take advantage of Lenders: (a) any right to require Lender Administrative Agent and/or any Lender, as a condition of payment or performance by Guarantor, to (i) proceed against Company or any other person Loan Party or to any other Person, (ii) proceed against or exhaust any security held by from Company, any such other Loan Party or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of Administrative Agent and/or any Lender at in favor of Company, any time such other Loan Party or to any other Person, or (iv) pursue any other remedy in Lender’s the power of Administrative Agent or under any other agreement before proceeding against Guarantor hereunderLender whatsoever; (b) any defense that may arise arising by reason of the incapacity, lack of authorityauthority or any disability or other defense of Company or any such other Loan Party, death including any defense based on or disability arising out of any other person or persons the lack of validity or the failure unenforceability of Lender to file or enforce a claim against the estate (in administration, bankruptcy Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Company or any such other proceedingLoan Party from any cause other than the (i) indefeasible payment in full, in Cash, of any the Guaranteed Obligations (other person or personsthan contingent and un-asserted indemnification and expense reimbursement claims) and (ii) that no Event of Default shall have occurred and then be continuing; (c) demand, presentment for payment, notice any defense based upon any statute or rule of nonpayment, protest, notice Law which provides that the obligation of protest and all a surety must be neither larger in amount nor in other notices of any kind, or the lack of any thereof, including, without limitation, notice respects more burdensome than that of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderprincipal; (d) any defense based upon an election Administrative Agent’s or any Lender’s errors or omissions in the administration of remedies by Lenderthe Guaranteed Obligations, except behavior which amounts to bad faith or willful misconduct; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (fi) any principle principles or provision provisions of lawLaw, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions any legal or equitable discharge of this GuarantyGuarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that Administrative Agent or any Lender protect, secure, perfect or insure any security interest or Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in Section 3 above and any right to consent to any thereof; and (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral defenses or Borrower, regardless of whether Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantor; (h) any lack Law which limit the liability of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity exonerate guarantors or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantorsureties, or which may conflict with the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision terms hereof, or otherwise.

Waivers by Guarantor. To In addition to all waivers expressed in any of the extent permitted Loan Documents, all of which are incorporated herein by lawGuarantor, Guarantor hereby waives and agrees not to assert or take advantage of waives: (a) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy presentment, demand, protest and notice of protest, notice of dishonor and of non-payment, notice of acceptance of this Guaranty, and diligence in Lender’s power or under any other agreement before proceeding against Guarantor hereundercollection; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness Obligations under or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right pursuant to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (c) any right to require Lender to proceed against, give notice to or make demand upon any Borrower; (d) any right to require Lender to proceed against or exhaust any security, or to proceed against or exhaust any security in any particular order; (e) any right to require Lender to pursue any remedy of Lender; (f) any right to direct the application of any security held by Lender; (g) any right of subrogation, any right to enforce any remedy, which Lender may have against any Borrower, any right to participate in any security now or hereafter held by Lender and any right to reimbursement from any Borrower for amounts paid to Lender by Guarantor, until all of the Secured Obligations (as defined in each Mortgage) have been satisfied; (h) benefits, if any, of Guarantor under any anti-deficiency statutes or single-action legislation; (i) any defense arising out of any disability or other defense of any Borrower, including bankruptcy, dissolution, liquidation, cessation, impairment, modification, or limitation, from any cause, of any liability of any Borrower, or of any remedy for the enforcement of such liability; (j) any deficiencies in statute of limitations affecting the collateral for the Loan or any deficiency in the ability liability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteedGuarantor hereunder; (k) any assertion right to plead or claim that the automatic stay provided assert any election of remedies by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwiseLender; and (m1) any action, occurrence, event or matter consented other defenses available to by Guarantor a surety under any provision hereof, or otherwiseapplicable law.

Waivers by Guarantor. To Guarantor hereby expressly waives each of the extent permitted following: (i) notice of the acceptance by Purchaser of this Guaranty, notice of the existence, creation or non-payment of any of the Obligations, presentment, demand, notice of dishonor, protest, notice of protest, and all other notices except any specifically required by this Guaranty or required by law, Guarantor hereby waives and agrees not to assert or take advantage of ; (aii) any right obligation Purchaser may have to require Lender disclose to proceed against Guarantor any other person facts Purchaser now or hereafter may know or have reasonably available to proceed against it regarding Seller or exhaust the financial condition of Seller, whether or not Purchaser has a reasonable opportunity to communicate such facts or has reason to believe that any security held by Lender at any time such facts are unknown to Guarantor or materially increase the risk to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor beyond the risk Guarantor intends to assume hereunder; (biii) all diligence in collection of any of the Obligations, any obligation hereunder, or any guaranty or other security for any of the foregoing; (iv) the benefit of all appraisement, valuation, marshaling, forbearance, stay, extension, redemption, homestead, exemption and moratorium laws now or hereafter in effect; (v) any defense that may arise by reason of based on the incapacity, lack of authority, death or disability of any other person or persons entity or the failure of Lender Purchaser to file or enforce a claim against the estate (of any person or entity in administrationany administrative, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (dvi) any defense based upon on an election of remedies by LenderPurchaser, whether or not such election may affect in any way the recourse, subrogation or other rights of Guarantor against Seller or any other person in connection with the Obligations; and (evii) any right rights arising because of Guarantor’s payment or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, performance of any of the Loan DocumentsObligations against Seller, by way of subrogation of the rights of Purchaser or otherwise; (jprovided, that at such time, if ever, as the Obligations are paid and performed in full, the waiver set forth in this Section 3.3(vii) any deficiencies shall be of no further force or effect. To induce Purchaser to enter into the Purchase Agreement, Guarantor represents and warrants that this Guaranty constitutes Guarantor’s valid and legally binding agreement in accordance with its terms and that the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment execution, delivery and performance of this Guaranty have been duly authorized by any obligation hereby guaranteed; (k) necessary action and will not violate any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate Legal Requirement applicable to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwise.

Waivers by Guarantor. To The Guarantors agree that the extent permitted by Obligations will be paid and performed strictly in accordance with their respective terms regardless of any law, Guarantor hereby waives and agrees not to assert regulation or take advantage of (a) order now or hereafter in effect in any right to require Lender to proceed against jurisdiction affecting any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason of the incapacityrights of the Lessor with respect thereto. The Guarantors waive presentment, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest acceptance, notice of Obligations incurred and all other notices of any kind, or the lack all defenses which may be available by virtue of any thereofvaluation, includingstay, without limitationmoratorium law or other similar law now or hereafter in effect, notice any right to require the marshaling of assets of the existenceLessee, creation and all defenses available to a surety, guarantor or incurring of any new or additional indebtedness or obligation or of any action or nonaccommodation co-action on obligor. Without limiting the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling generality of the assets of either Guarantor or Borrower; (f) any principle or provision of lawforegoing, statutory or otherwise, which is or might be in conflict with the terms and Guarantors agree to the provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about Lease and agrees that the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed obligations of the condition of the Collateral Guarantors hereunder shall not be released or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceabilitydischarged, in whole or in part, or otherwise affected by (i) the failure of the Lessor to assert any claim or demand or to enforce any right or remedy against the Lessee; (ii) any extensions or renewals of any Obligation; (iii) any rescissions, waivers, amendments or modifications of any of the Loan Documentsterms or provisions of the Lease; (jiv) the substitution or release of any deficiencies in the collateral for the Loan entity primarily or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter secondarily liable for any Obligation; (v) the payment and performance adequacy of any obligation hereby guaranteed; (k) any assertion or claim that rights the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender Lessor may have against Guarantorany collateral or other means of obtaining repayment of the Obligations; (vi) the impairment of any collateral securing the Obligations, including without limitation the failure to perfect or preserve any rights the Lessor might have in such collateral or the collateral for the Loansubstitution, exchange, surrender, release, loss or destruction of any such collateral; or (lvii) any modifications other act or omission which might in any manner or to any extent vary the risk of the Loan Documents Guarantors or any obligation otherwise operate as a release or discharge of Borrower relating the Guarantors, all of which may be done without notice to the Loan by operation of law Guarantors. No amendment or by action waiver of any court, whether pursuant provision of this Guaranty nor consent to Title 11 any departure by the Guarantors therefrom shall be effective unless put in writing and signed by the Lessor. No failure on the part of the United States CodeLessor to exercise, and no delay in exercising, any right hereunder shall operate as amended, a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other Guarantor relief law or further exercise thereof or the exercise of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwiseother right.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage waives, for the benefit of Secured Parties: (a) any right to require Lender any Secured Party, as a condition of payment or performance by Guarantor, to (i) proceed against Borrower, any other person guarantor of the Guaranteed Obligations or to any other Person, (ii) proceed against or exhaust any security held by Lender at from Borrower, any time such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of Borrower or any other Person, or (iv) pursue any other remedy in Lender’s the power or under of any other agreement before proceeding against Guarantor hereunderSecured Party whatsoever; (b) any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of Borrower or Guarantor including any other person defense based on or persons arising out of the lack of validity or the failure unenforceability of Lender to file or enforce a claim against the estate (in administration, bankruptcy Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower or Guarantor from any cause other proceeding) than occurrence of any other person or personsthe Termination Date; (c) demand, presentment for payment, notice any defense based upon any statute or rule of nonpayment, protest, notice law which provides that the obligation of protest and all a surety must be neither larger in amount nor in other notices of any kind, or the lack of any thereof, including, without limitation, notice respects more burdensome than that of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderprincipal; (d) any defense based upon an election any Secured Party’s errors or omissions in the administration of remedies by Lenderthe Guaranteed Obligations, except behavior which amounts to bad faith or willful misconduct; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (fi) any principle principles or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions any legal or equitable discharge of this GuarantyGuarantor’s obligations hereunder (other than the occurrence of the Termination Date), (ii) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Guaranteed Documents or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 2.4 and any right to consent to any thereof; and (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral defenses or Borrower, regardless of whether Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantor; (h) any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity exonerate guarantors or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantorsureties, or which may conflict with the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision terms hereof, or otherwise.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (db) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (fc) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (gd) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (he) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (kf) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (lg) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (mf) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwise.

Waivers by Guarantor. To The Guarantor hereby expressly waives, to the extent permitted by lawApplicable Law: (a) notice of acceptance of this Guaranty, (b) notice of the existence or creation of all or any of the Guarantied Obligations, (c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever and (d) all diligence in collection or protection of or realization upon the Guarantied Obligations or any part thereof, any obligation hereunder, or any security for any of the foregoing, and (e) all rights of subrogation, indemnification, contribution and reimbursement against the Borrowers, all rights to enforce any remedy the Guarantied Parties, or any of them, may have against the Borrowers and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Guarantied Parties, or any of them, in respect of the Guarantied Obligations, in each case, that the Guarantor hereby waives may have at any time, are expressly subordinated to the prior payment, observance and agrees not to assert performance in full of the Guarantied Obligations and the Guarantor shall withhold exercise of any such right or take advantage benefit until the Guarantied Obligations shall have been paid in full and all Commitments shall have been terminated. Any money received by the Guarantor in violation of the immediately preceding sentence shall be held in trust by the Guarantor for the benefit of the Guarantied Parties. If a claim is ever made upon the Guarantied Parties, or any of them, for the repayment or recovery of any amount or amounts received by any of them in payment of any of the Guarantied Obligations and such Person repays all or part of such amount by reason of (a) any right to require Lender to proceed against judgment, decree, or order of any other person court or to proceed against administrative body having jurisdiction over such Person or exhaust any security held by Lender at any time of its property, or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason of the incapacity, lack of authority, death good faith settlement or disability compromise of any other person or persons or the failure of Lender to file or enforce a such claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection effected by such Person with any obligation or evidence of indebtedness held by Lender; (d) such claimant, including any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe then in such event the Guarantor agrees that any such facts materially increase judgment, decree, order, settlement, or compromise shall be binding upon the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of notwithstanding any revocation hereof or the condition of the Collateral or Borrower and cancellation of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition promissory note or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of other instrument evidencing any of the Loan Documents; (j) any deficiencies in Guarantied Obligations, and the collateral Guarantor shall be and remain obligated to such Person hereunder for the Loan amount so repaid or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating recovered to the Loan same extent as if such amount had never originally been received by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwisesuch Person.

Waivers by Guarantor. To The Guarantor hereby expressly waives, to the extent permitted by lawApplicable Law: (a) notice of acceptance of this Guaranty, (b) notice of the existence or creation of all or any of the Guarantied Obligations, (c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever, (d) all diligence in collection or protection of or realization upon the Guarantied Obligations or any part thereof, any obligation hereunder, or any security for any of the foregoing and (e) all rights of subrogation, indemnification, contribution and reimbursement against the Borrower, all rights to enforce any remedy the Guarantied Parties, or any of them, may have against the Borrower and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Guarantied Parties, or any of them, in respect of the Guarantied Obligations, until payment in full of the Guarantied Obligations. Any money received by the Guarantor hereby waives in violation of this Section 9 shall be held in trust by the Guarantor for the benefit of the Guarantied Parties. If a claim is ever made upon the Guarantied Parties, or any of them, for the repayment or recovery of any amount or amounts received by any of them in payment of any of the Guarantied Obligations and agrees not to assert such Person repays all or take advantage part of such amount by reason of (a) any right to require Lender to proceed against judgment, decree, or order of any other person court or to proceed against administrative body having jurisdiction over such Person or exhaust any security held by Lender at any time of its property, or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason of the incapacity, lack of authority, death good faith settlement or disability compromise of any other person or persons or the failure of Lender to file or enforce a such claim against the estate (in administration, bankruptcy or effected by such Person with any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereofsuch claimant, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe then in such event the Guarantor agrees that any such facts materially increase judgment, decree, order, settlement, or compromise shall be binding upon the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of notwithstanding any revocation hereof or the condition of the Collateral or Borrower and cancellation of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition promissory note or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of other instrument evidencing any of the Loan Documents; (j) any deficiencies in Guarantied Obligations, and the collateral Guarantor shall be and remain obligated to such Person hereunder for the Loan amount so repaid or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating recovered to the Loan same extent as if such amount had never originally been received by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwisesuch Person.

Waivers by Guarantor. To In addition to all waivers expressed in any -------------------- of the extent permitted Loan Documents, all of which are incorporated herein by lawGuarantor, Guarantor hereby waives and agrees not to assert or take advantage of (a) presentment, demand, protest and notice of protest, notice of dishonor and of non-payment, notice of acceptance of this Guaranty, and diligence in collection; (b) notice of the existence, creation, or incurring of any new or additional Obligations under or pursuant to any of the Loan Documents; (c) any right to require Lender to proceed against, give notice to, or make demand upon Borrower; (d) any right to require Lender to proceed against or exhaust any other person security or to proceed against or exhaust any security held by in any particular order; (e) any right to require Lender at any time or to pursue any other remedy in of Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (bf) any defense that may arise by reason of right to direct the incapacity, lack of authority, death or disability application of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness security held by Lender; (dg) any right of subrogation, any right to enforce any remedy which Lender may have against Borrower, any right to participate in any security now or hereafter held by Lender and any right to reimbursement from the Borrower for amounts paid to Lender by Guarantor until all of the Secured Obligations (as defined in the Mortgages) have been satisfied; (h) benefits, if any, of Guarantor under any anti-deficiency statutes or single-action legislation; (i) any defense based upon an arising out of any disability or other defense of Borrower, including bankruptcy, dissolution, liquidation, cessation, impairment, modification, or limitation, from any cause, of any liability of Borrower, or of any remedy for the enforcement of such liability; (j) any statute of limitations affecting the liability of Guarantor hereunder; (k) any right to plead or assert any election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating other defenses available to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor a surety under any provision hereof, or otherwiseapplicable law.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of waives: (a) any right to require Lender to proceed against any other person notice of acceptance of this Guaranty and all notices or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability demands of any other person or persons or the failure of Lender kind to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereofwhich Guarantor may be entitled, including, without limitation, all demands of payment and notice of the existencedefault, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lenderpayment, protest and dishonor to Guarantor, (b) any endorser right to require Guaranteed Parties to (i) proceed against Operator LP or creditor of either Guarantor or (ii) pursue any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderremedy which Guaranteed Parties may have; (c) ANY AND ALL RIGHT TO A JURY TRIAL IN ANY ACTUAL PROCEEDING BASED HEREON; (d) to the fullest extent permitted under applicable law, any defense based upon an election and all defenses, counterclaims or setoffs which Guarantor may now have, or hereafter may have, with respect to defenses, counterclaims or setoffs relating to or arising out of: (i) the due execution and delivery of remedies by Lenderthis Guaranty, (ii) any defense, counterclaim or setoff which Guarantor may now have, or hereafter may have, against Operator LP (or any entity related to Operator LP), (iii) any defense, cause of action, counterclaim or setoff which Guarantor may now have, or hereafter may have against any other party liable to the Guaranteed Parties in any manner (iv) any and all suretyship or other defenses in the nature thereof; (e) any right or claim all rights of right to cause a marshaling of the assets of either Guarantor or Borrowercontribution and subrogation which it may have against Operator LP; (f) any principle rights to approve or provision of lawconsent to any future amendment, statutory extension, termination or otherwise, which is or might be in conflict with other modification to the terms Agreement; and provisions of this Guaranty; (g) any duty on failure by the part Guaranteed Parties to inform Guarantor of Lender to disclose to Guarantor any facts Lender the Guaranteed Parties may now or hereafter know about Operator LP or the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to GuarantorAgreement, it being understood and agreed that Guarantor has and will maintain knowledge of and is familiar with Operator LP’s financial condition and business affairs, and that the Guaranteed Parties have no duty so to inform, and that Guarantor is fully responsible for being and keeping remaining informed of the condition of the Collateral or Borrower and of any and all circumstances by, Operator LP bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwisethis Guaranty.

Waivers by Guarantor. To The Guarantor hereby waives, to the extent permitted by applicable law, Guarantor hereby waives and agrees not to assert or take advantage for the benefit of the Secured Parties: (a) any right to require Lender any Secured Party, as a condition of payment or performance by the Guarantor, to (i) proceed against any Borrower, any other person guarantor of the Guaranteed Obligations or to any other Person, (ii) proceed against or exhaust any security held by Lender at from any time Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of any Borrower or any other Person, or (iv) pursue any other remedy in Lender’s the power or under of any other agreement before proceeding against Guarantor hereunderSecured Party whatsoever; (b) any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceeding) Person including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Borrower or any other person or personsPerson from any cause other than Payment in Full of the Guaranteed Obligations; (c) demand, presentment for payment, notice any defense based upon any statute or rule of nonpayment, protest, notice law which provides that the obligation of protest and all a surety must be neither larger in amount nor in other notices of any kind, or the lack of any thereof, including, without limitation, notice respects more burdensome than that of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderprincipal; (d) any defense based upon an election any Secured Party’s errors or omissions in the administration of remedies the Guaranteed Obligations, except behavior which amounts to bad faith, gross negligence or willful misconduct (as determined in a final and non-appealable judgment by Lendera court of competent jurisdiction); (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (fi) any principle principles or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions any legal or equitable discharge of this Guarantythe Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) except as expressly set forth herein, all notices, demands, presentments, protests, notices of protest, notices of dishonor or non-payment, notices or proof of reliance, and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrowers and notices of any of the matters referred to in Section 10.03 and any right to consent to any thereof; and (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral defenses or Borrower, regardless of whether Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantor; (h) any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity exonerate guarantors or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantorsureties, or which may conflict with the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision terms hereof, or otherwise.

Waivers by Guarantor. To Guarantor waives: (i) notice of acceptance of this Guarantee by Lender and of the extent permitted creation, extension or renewal of any Liability to which it relates and of any default by lawBorrower; (ii) notice of presentment, Guarantor hereby waives and agrees not to assert demand for payment, notice of dishonor or take advantage protest of (a) any right to require Lender to proceed against of Borrower’s obligations or the obligation of any other person or to proceed against or exhaust any security Person held by Lender as collateral security for any Liability; (iii) notice of the failure of any Person to pay to Lender any indebtedness held by Lender as collateral security for any Liability; (iv) failure of Lender to obtain and perfect or maintain the perfection or priority of any security interest or lien on property to secure any Liability; (v) any defense resulting from the failure of Lender to have any other Person execute this Guarantee or execute any other guarantee relating to a credit facility granted to Borrower; (vi) any failure to promptly commence suit against any party thereto or liable thereon or to give any notice to or make any claim or demand upon Guarantor or Borrower; and (vii) all defenses, offsets and counterclaims which Guarantor may at any time have to any claim of Lender against Borrower. No act, failure to act, or omission of any kind on the part of Guarantor, Borrower, Lender or any Person shall be a legal or equitable discharge or release of Guarantor hereunder unless agreed to pursue hereafter in writing by Lender. This Guarantee shall not be affected by any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that change which may arise by reason of the incapacitydeath of Guarantor, lack of authority, death or disability of any other person partner(s) of Guarantor, or persons of Borrower, or by reason of the failure accession to any such partnership of any one or more new partners. Guarantor further agrees that this instrument shall continue to be effective or be reinstated as the case may be, if at any time payment, or any part thereof, of the principal or interest on any of the Liabilities is rescinded or must otherwise be restored or returned by Lender to file or enforce a claim against upon the estate (in administrationinsolvency, bankruptcy or any other proceeding) reorganization of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kindBorrower, or otherwise, all as though such payment had not been made. In any claim by the lack of Lender against the Guarantor, the Guarantor may not claim or assert any thereofset-off, includingcounterclaim, without limitation, notice of claim or other right that either the existence, creation Guarantor or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor Borrower may have against the Lender or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwise.person. Initials________ Initials________ Initials________

Waivers by Guarantor. To the fullest extent permitted by applicable law, each Guarantor hereby waives waives, for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of any Credit Party or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set‑offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof, and (h) all rights and remedies accorded by applicable law to borrowers and guarantors generally and agrees not to assert or take advantage of (a) any such rights or remedies, including, without limitation: any right provided by NRS § 40.430 and any judicial decisions relating thereto, and NRS §40.451. et seq. and any judicial decisions relating thereto, or any other statute or decision, to require Lender the Collateral Agent or the Secured Parties to proceed against Borrower or any other person Person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s their power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwise.

Waivers by Guarantor. The Guarantor hereby expressly waives, to the extent permitted by Applicable Law: (a) notice of acceptance of this Guaranty, (b) notice of the existence or creation of all or any of the Guarantied Obligations, (c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever, and (d) all diligence in collection or protection of or realization upon the Guarantied Obligations or any part thereof, any obligation hereunder, or any security for any of the foregoing. To the extent permitted by lawApplicable Law, all rights of subrogation, indemnification, contribution and reimbursement against the Borrowers, all rights to enforce any remedy the Guarantied Parties, or any of them, may have against the Borrowers and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Guarantied Parties, or any of them, in respect of the Guarantied Obligations, in each case, that the Guarantor hereby waives may have at any time, are expressly subordinated to the prior payment, observance and agrees not to assert performance in full of the Guarantied Obligations and the Guarantor shall withhold exercise of any such right or take advantage benefit until the Guarantied Obligations shall have been paid in full and all Commitments shall have been terminated. Any money received by the Guarantor in violation of the immediately preceding sentence shall be held in trust by the Guarantor for the benefit of the Guarantied Parties. If a claim is ever made upon the Guarantied Parties, or any of them, for the repayment or recovery of any amount or amounts received by any of them in payment of any of the Guarantied Obligations and such Person repays all or part of such amount by reason of (a) any right to require Lender to proceed against judgment, decree, or order of any other person court or to proceed against administrative body having jurisdiction over such Person or exhaust any security held by Lender at any time of its property, or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason of the incapacity, lack of authority, death good faith settlement or disability compromise of any other person or persons or the failure of Lender to file or enforce a such claim against the estate (in administration, bankruptcy or effected by such Person with any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereofsuch claimant, including, without limitation, notice of the existenceBorrowers, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on then in such event the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe agrees that any such facts materially increase judgment, decree, order, settlement, or compromise shall be binding upon the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of notwithstanding any revocation hereof or the condition of the Collateral or Borrower and cancellation of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition promissory note or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of other instrument evidencing any of the Loan Documents; (j) any deficiencies in Guarantied Obligations, and the collateral Guarantor shall be and remain obligated to such Person hereunder for the Loan amount so repaid or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating recovered to the Loan same extent as if such amount had never originally been received by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwisesuch Person.

Waivers by Guarantor. To In addition to all waivers expressed in any of the extent permitted Loan Documents, all of which are incorporated herein by lawGuarantor, Guarantor hereby waives and agrees not to assert or take advantage of waives: (a) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy presentment, demand, protest and notice of protest, notice of dishonor and of non-payment, notice of acceptance of this Guaranty, and diligence in Lender’s power or under any other agreement before proceeding against Guarantor hereundercollection; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness obligations under or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right pursuant to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (c) any right to require Lender to proceed against, give notice to or make demand upon Borrower; (d) any right to require Lender to proceed against or exhaust any security, or to proceed against or exhaust any security in any particular order; (e) any right to require Lender to pursue any remedy of Lender; (f) any right to direct the application of any security held by Lender; (g) any right of subrogation, any right to enforce any remedy, which Lender may have against Borrower, any right to participate in any security now or hereafter held by Lender and any right to reimbursement from Borrower for amounts paid to Lender by Guarantor, until all of the Secured Obligations have been satisfied; (h) benefits, if any, of Guarantor under any anti-deficiency statutes or single-action legislation, including, without limitation, Oregon Revised Statute 86.770; (i) any defense arising out of any disability or other defense of Borrower, including bankruptcy, dissolution, liquidation, cessation, impairment, modification, or limitation, from any cause, of any liability of Borrower, or of any remedy for the enforcement of such liability; (j) any deficiencies in statute of limitations affecting the collateral for the Loan or any deficiency in the ability liability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteedGuarantor hereunder; (k) any assertion right to plead or claim that the automatic stay provided assert any election of remedies by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwiseLender; and (m1) any action, occurrence, event or matter consented other defenses available to by Guarantor a surety under any provision hereof, or otherwiseapplicable law.

Waivers by Guarantor. To the extent permitted by law, The Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require the Lender to to: (i) proceed against the Borrower or any other guarantor, (ii) proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to collateral, (iii) pursue any other remedy in the Lender’s power whatsoever, or (iv) notify the Guarantor of any default by the Borrower in the payment of any amounts due under the Loan Documents or in the performance of any other agreement before proceeding against of the Borrower under the Loan Documents. The Guarantor hereunder; (b) waives any defense that may arise arising by reason of any of the incapacityfollowing: (i) any disability or any counterclaim or right of set-off or other defense of the Borrower, (ii) any lack of authorityauthority of the Borrower with respect to the Loan Documents, death (iii) the invalidity, illegality or disability lack of enforceability of the Loan Documents or any other person provision thereof from any cause whatsoever, including any action or persons or inaction by the Lender, (iv) the failure of the Lender to file perfect or enforce a claim maintain perfection of any security interest in any collateral, (v) the cessation from any cause whatsoever of the liability of the Borrower, (vi) the Loan Documents being or becoming void or voidable as against the estate (in administration, bankruptcy Borrower or any other proceeding) of the Borrower’s creditors, including a trustee in bankruptcy of the Borrower, by reason of any other person fact or persons; circumstance, (cvii) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, the delay or the lack of any thereof, including, without limitation, notice failure of the existence, creation or incurring Lender to exercise any of any new or additional indebtedness or obligation or of any action or non-action on its rights and remedies against the part of Lender, any endorser or creditor of either Guarantor Borrower or any other person whomsoever under collateral or security for the Loan Documents or this Guarantee, (viii) any event or circumstance that might otherwise constitute a legal or equitable discharge of the Guarantor’s obligations hereunder; provided, however, that the Guarantor does not waive any other instrument defense arising from the due performance by the Borrower of the terms and conditions of the Loan Documents, (ix) all errors and omissions in connection with any obligation or evidence the Lender’s administration of all indebtedness held guaranteed by this Guarantee, except errors and omissions resulting from the Lender; ’s acts of bad faith, (d) any defense based upon an election of remedies by Lender; (ex) any right or claim of right to cause a marshaling of the assets of either Guarantor the Borrower or Borrower; any other guarantor, (fxi) any principle act or provision omission of lawthe Lender (except acts or omissions in bad faith) that changes the scope of the Guarantor’s risk hereunder, statutory and (xii) all other notices and demands otherwise required by law which the Guarantor may lawfully waive. Until the payment of all amounts due under the Loan Documents and the performance of all of the terms, covenants and conditions therein required to be kept, observed or otherwise, which is or might be in conflict with performed by the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; waives (i) any invalidityright to enforce any remedy that the Lender now has or may hereafter have against the Borrower, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; and (jii) any deficiencies in the collateral for the Loan or benefit of, and any deficiency in the ability of Lender right to collect or to obtain performance from participate in, any persons or entities security now or hereafter liable held by the Lender. The Guarantor waives all rights of subrogation against the Borrower, for the payment express purpose that the Guarantor shall not be deemed a “creditor” of the Borrower under applicable bankruptcy law with respect to the Borrower’s obligations to the Lender. Guarantee (Jxxx Guest Lease) GTJ Portfolio, Parsippany, New Jersey AEGON Loan No. 10520104 The Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of dishonor, and performance notices of acceptances of this Guarantee. The Guarantor waives the benefit of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law statute of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of limitations affecting its rights which Lender may have against Guarantor, liability hereunder or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwiseenforcement thereof.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of (a) of: any right to require Lender to proceed against Borrowers or any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder, or any defense based on suretyship or impairment of collateral; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and and, except as provided in the Loan Documents or as required by applicable law, all other notices of any kind, or the lack of any thereof, including, without limitationlimiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action non‑action on the part of Borrowers, Lender, any endorser or creditor of either Borrowers or of Guarantor or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling marshalling of the assets of either Guarantor or BorrowerGuarantor; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrowers or any the Collateral or Borrowerproperty secured by the Mortgages, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of Borrowers, of the condition of the Collateral or Borrower property secured by the Mortgages and of any and all circumstances bearing on the risk that liability may be incurred by GuarantorGuarantor hereunder; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (j) any lack of commercial reasonableness in dealing with the collateral for the Loans; any deficiencies in the collateral for the Loan Loans or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any an assertion or claim that the automatic stay provided by 11 U.S.C. §§ 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrowers) or any other stay provided under any other Guarantor debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights rights, whether now existing or hereafter acquired, which Lender may have against Guarantor, Guarantor or the collateral for the LoanLoans; (l) and any modifications of the Loan Documents or any obligation of Borrower Borrowers relating to the Loan Loans by operation of law or by action of any court, whether pursuant to Title 11 the Bankruptcy Reform Act of the United States Code1978, as amended, or any other Guarantor debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwise.

Waivers by Guarantor. To Except for the extent permitted by lawrights conferred under subsection 1.2 and subject to subsections 3.4 and 3.6, Guarantor hereby waives and agrees not to assert or take advantage waives, for the benefit of (a) Beneficiaries: any right to require Lender any Beneficiary, as a condition of payment by Guarantor, to proceed against Company, any other person guarantor of the Obligations or to any other Person, proceed against or exhaust any security held by Lender at from Company, any time such other guarantor or any other Person, proceed against or have resort to any balance of any deposit account or credit on the books of any Beneficiary in favor of Company or any other Person, or pursue any other remedy in Lender’s the power or under of any other agreement before proceeding against Guarantor hereunderBeneficiary whatsoever; (b) any defense that may arise arising by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy authority or any disability or other proceeding) defense of Company or Guarantor including any other person defense based on or persons; (c) demand, presentment for payment, notice arising out of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of validity or the unenforceability of the Obligations or any thereof, agreement or instrument relating thereto (including, without limitation, notice the Equity Contribution Agreement) or by reason of the existence, creation or incurring cessation of the liability of Company from any new or additional indebtedness or obligation or cause other than payment in full of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by LenderGuaranteed Obligations; (d) any defense based upon an election any statute or rule of remedies by Lender; (e) any right or claim law which provides that the obligation of right to cause a marshaling surety must be neither larger in amount nor in other respects more burdensome than that of the assets principal; any defense based upon any Beneficiary's errors or omissions in the administration of either Guarantor the Obligations, except behavior which amounts to bad faith; any principles or Borrower; (f) any principle or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions any legal or equitable discharge of this Guaranty; (g) Guarantor's obligations hereunder, the benefit of any duty on statute of limitations affecting Guarantor's liability hereunder or the part of Lender enforcement hereof, any rights to disclose to Guarantor set-offs, recoupments and counter claims, and promptness, diligence and any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe requirement that any such facts materially increase Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the risk beyond that which Guarantor intends to assume Interest Hedge Agreements or has reason to believe that such facts are unknown to Guarantor any agreement or has a reasonable opportunity to communicate such facts to Guarantorinstrument related thereto, it being understood and agreed that Guarantor is fully responsible for being and keeping informed notices of any renewal, extension or modification of the condition of the Collateral Obligations or Borrower and any agreement related thereto, notices of any extension of credit to Company and all circumstances bearing on the risk any right to consent to any thereof; and any defenses or benefits that liability may be incurred derived from or afforded by Guarantor; (h) any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity exonerate guarantors or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantorsureties, or which may conflict with the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision terms hereof, or otherwise.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage waives, for the benefit of Beneficiaries: (a) any right to require Lender any Beneficiary, as a condition of payment or performance by Guarantor, to (i) proceed against Borrower, any other person guarantor (including the Parent) of the Guaranteed Obligations or to any other Person, (ii) proceed against or exhaust any security held by Lender at from Borrower, any time such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of Borrower or any other Person, or (iv) pursue any other remedy in Lender’s the power or under of any other agreement before proceeding against Guarantor hereunderBeneficiary whatsoever; (b) any defense that may arise arising by reason of the incapacity, lack of authority, death authority or any disability or other defense of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy Borrower or any other proceeding) guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower or any other person or personsguarantor from any cause other than payment in full of the Guaranteed Obligations; (c) demand, presentment for payment, notice any defense based upon any statute or rule of nonpayment, protest, notice law which provides that the obligation of protest and all a surety must be neither larger in amount nor in other notices of any kind, or the lack of any thereof, including, without limitation, notice respects more burdensome than that of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderprincipal; (d) any defense based upon an election any Beneficiary's errors or omissions in the administration of remedies by Lenderthe Guaranteed Obligations, except behavior which amounts to bad faith; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (fi) any principle principles or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions any legal or equitable discharge of this GuarantyGuarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Hedging Contracts or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 5 and any right to consent to any thereof; and (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral defenses or Borrower, regardless of whether Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantor; (h) any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity exonerate guarantors or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantorsureties, or which may conflict with the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision terms hereof, or otherwise.

Waivers by Guarantor. To Guarantor waives: (i) notice of acceptance of this Guaranty by Lender and of the extent permitted creation, extension or renewal of any Liability to which it relates and of any default by lawBorrower; (ii) notice of presentment, Guarantor hereby waives and agrees not to assert demand for payment, notice of dishonor or take advantage protest of (a) any right to require Lender to proceed against of Borrower's obligations or the obligation of any other person or to proceed against or exhaust any security Person held by Lender as collateral security for any Liability; (iii) notice of the failure of any Person to pay to Lender any indebtedness held by Lender as collateral security for any Liability; (iv) failure of Lender to obtain and perfect or maintain the perfection or priority of any security interest or lien on property to secure any Liability; (v) any defense resulting from the failure of Lender to have any other Person execute this Guaranty or execute any other guaranty relating to a credit facility granted to Borrower; (vi) any failure to promptly commence suit against any party thereto or liable thereon or to give any notice to or make any claim or demand upon Guarantor or Borrower; and (vii) all defenses, offsets and counterclaims which Guarantor may at any time have to any claim of Lender against Borrower. No act, failure to act, or omission of any kind on the part of Guarantor, Borrower, Lender or any Person shall be a legal or equitable discharge or release of Guarantor hereunder unless agreed to pursue hereafter in writing by Lender. This Guaranty shall not be affected by any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that change which may arise by reason of the incapacitydeath of Guarantor, lack of authority, death or disability of any other person partner(s) of Guarantor, or persons of Borrower, or by reason of the failure accession to any such partnership of any one or more new partners. Guarantor further agrees that this instrument shall continue to be effective or be reinstated as the case may be, if at any time payment, or any part thereof, of the principal or interest on any of the Liabilities is rescinded or must otherwise be restored or returned by Lender to file or enforce a claim against upon the estate (in administrationinsolvency, bankruptcy or any other proceeding) reorganization of any other person or persons; (c) demandBorrower, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any all as though such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwisehad not been made.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of waives: (a) notice of acceptance of this Guaranty by Lenders, or of the creation, renewal or accrual of any right liability of Borrower, present or future, or of the reliance of Lenders upon this Guaranty (it being understood that every indebtedness, liability and obligation of Borrower to require Lender Lenders forming a part of the Guaranteed Obligations shall conclusively be presumed to proceed against any other person have been created, contracted or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy incurred in Lender’s power or under any other agreement before proceeding against Guarantor hereunderreliance upon this Guaranty); (b) demand of payment from any defense that may arise by reason person indebted in any manner or for any of the incapacity, lack of authority, death liabilities or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or personsobligations hereby guaranteed; (c) demand, presentment presentation for payment, notice of nonpayment, protest, notice of protest and all other notices payment of any kind, or the lack instrument of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor Borrower or any other person whomsoever under this or person, protest thereof and notice of its dishonor to any other instrument in connection with any obligation or evidence of indebtedness held by Lenderparty thereto and to Guarantor; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender Lenders to disclose to Guarantor any facts Lender which Lenders may now or hereafter know about the Collateral or Borrower, regardless of whether Lender lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has have a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice non-payment of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation all obligations hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwise.

Waivers by Guarantor. To The Guarantor hereby expressly waives, to the extent permitted by lawApplicable Law: (a) notice of acceptance of this Guaranty, (b) notice of the existence or creation of all or any of the Guarantied Obligations, (c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever, (d) all diligence in collection or protection of or realization upon the Guarantied Obligations or any part thereof, any obligation hereunder, or any security for any of the foregoing and (e) all rights of subrogation, indemnification, contribution and reimbursement against the Borrowers, all rights to enforce any remedy the Guarantied Parties, or any of them, may have against the Borrowers and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Guarantied Parties, or any of them, in respect of the Guarantied Obligations, even upon payment in full of the Guarantied Obligations. Any money received by the Guarantor hereby waives in violation of this Section shall be held in trust by the Guarantor for the benefit of the Guarantied Parties. If a claim is ever made upon the Guarantied Parties, or any of them, for the repayment or recovery of any amount or amounts received by any of them in payment of any of the Guarantied Obligations and agrees not to assert such Person repays all or take advantage part of such amount by reason of (a) any right to require Lender to proceed against judgment, decree, or order of any other person court or to proceed against administrative body having jurisdiction over such Person or exhaust any security held by Lender at any time of its property, or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise good faith settlement or compromise of any such claim effected by reason such Person with any such claimant, including any of the incapacityBorrowers, lack of authority, death or disability of any other person or persons or then in such event the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe agrees that any such facts materially increase judgment, decree, order, settlement, or compromise shall be binding upon the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of notwithstanding any revocation hereof or the condition of the Collateral or Borrower and cancellation of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition promissory note or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of other instrument evidencing any of the Loan Documents; (j) any deficiencies in Guarantied Obligations, and the collateral Guarantor shall be and remain obligated to such Person hereunder for the Loan amount so repaid or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating recovered to the Loan same extent as if such amount had never originally been received by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwisesuch Person.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives waives, for the benefit of Collateral Agent and agrees not to assert or take advantage of Secured Parties: (a) any right to require Lender Collateral Agent and/or any Secured Party, as a condition of payment or performance by Guarantor, to (i) proceed against Company or any other person Obligor or to any other Person, (ii) proceed against or exhaust any security held by Lender at from Company, any time such other Obligor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of Collateral Agent and/or any Secured Party in favor of Company, any such other Obligor or any other Person, or (iv) pursue any other remedy in Lender’s the power of Collateral Agent or under any other agreement before proceeding against Guarantor hereunderSecured Party whatsoever; (b) any defense that may arise arising by reason of the incapacity, lack of authorityauthority or any disability or other defense of Company or any such other Obligor, death including any defense based on or disability arising out of any other person or persons the lack of validity or the failure unenforceability of Lender to file or enforce a claim against the estate (in administration, bankruptcy Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Company or any such other proceedingObligor from any cause other than (i) the payment in full, in Cash, of any the Guaranteed Obligations (other person or personsthan contingent and unasserted indemnification and expense reimbursement claims) and (ii) that no Event of Default shall have occurred and then be continuing; (c) demand, presentment for payment, notice any defense based upon any statute or rule of nonpayment, protest, notice law which provides that the obligation of protest and all a surety must be neither larger in amount nor in other notices of any kind, or the lack of any thereof, including, without limitation, notice respects more burdensome than that of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lenderprincipal; (d) any defense based upon an election Collateral Agent’s or any Secured Party’s errors or omissions in the administration of remedies by Lenderthe Guaranteed Obligations, except such defenses as are available to any Obligor under the Guarantee and Security Agreement; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (fi) any principle principles or provision provisions of lawLaw, statutory or otherwise, which is are or might be in conflict with the terms hereof and provisions any legal or equitable discharge of this GuarantyGuarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that Collateral Agent or any Secured Party protect, secure, perfect or insure any security interest or Lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in Section 4 above and any right to consent to any thereof; and (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral defenses or Borrower, regardless of whether Lender has reason to believe benefits that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantor; (h) any lack law which limit the liability of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity exonerate guarantors or unenforceability, in whole or in part, of any of the Loan Documents; (j) any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantorsureties, or which may conflict with the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision terms hereof, or otherwise.

Waivers by Guarantor. To The Guarantor hereby expressly waives, to the extent permitted by lawApplicable Law: (a) notice of acceptance of this Guaranty, (b) notice of the existence or creation of all or any of the Guarantied Obligations, (c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever and (d) all diligence in collection or protection of or realization upon the Guarantied Obligations or any part thereof, any obligation hereunder, or any security for any of the foregoing. All rights of subrogation, indemnification, contribution and reimbursement against any Borrower, all rights to enforce any remedy the Guarantied Parties, or any of them, may have against any Borrower and any benefit of, or right to participate in, any collateral or security now or hereinafter held by the Guarantied Parties, or any of them, in respect of the Guarantied Obligations, in each case, that the Guarantor hereby waives may have at any time, are expressly subordinated to the prior payment, observance and agrees not to assert performance in full of the Guarantied Obligations and the Guarantor shall withhold exercise of any such right or take advantage benefit until the Guarantied Obligations shall have been paid in full and all commitments shall have been terminated. Any money received by the Guarantor in violation of the immediately preceding sentence shall be held in trust by the Guarantor for the benefit of the Guarantied Parties. If a claim is ever made upon the Guarantied Parties, or any of them, for the repayment or recovery of any amount or amounts received by any of them in payment of any of the Guarantied Obligations and such Person repays all or part of such amount by reason of (a) any right to require Lender to proceed against judgment, decree, or order of any other person court or to proceed against administrative body having jurisdiction over such Person or exhaust any security held by Lender at any time of its property, or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason of the incapacity, lack of authority, death good faith settlement or disability compromise of any other person or persons or the failure of Lender to file or enforce a such claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection effected by such Person with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of such claimant, including the assets of either Borrowers, then in such event the Guarantor or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe agrees that any such facts materially increase judgment, decree, order, settlement, or compromise shall be binding upon the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of notwithstanding any revocation hereof or the condition of the Collateral or Borrower and cancellation of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition promissory note or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of other instrument evidencing any of the Loan Documents; (j) any deficiencies in Guarantied Obligations, and the collateral Guarantor shall be and remain obligated to such Person hereunder for the Loan amount so repaid or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating recovered to the Loan same extent as if such amount had never originally been received by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwisesuch Person.

Waivers by Guarantor. To the extent permitted by lawSubject to Section 2 hereof, Guarantor hereby waives and agrees not to assert or take advantage of (a) notice of any right default hereunder and any default, breach or nonperformance or any Default or Event of Default with respect to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or of the Guaranteed Rent under any other agreement before proceeding against Guarantor hereunder; the Leases, (b) demand for performance or observance of, and any defense that may arise by reason of the incapacity, lack of authority, death or disability enforcement of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administrationprovision of, bankruptcy or any other proceeding) pursuit or exhaustion of any other person rights or persons; (c) demandremedies against Tenants, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kindunder or pursuant to the Leases, or the lack any agreement directly or indirectly relating thereto and any requirements of any thereof, including, without limitation, notice of the existence, creation diligence or incurring of any new or additional indebtedness or obligation or of any action or non-action promptness on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument Landlords in connection with any obligation or evidence of indebtedness held by Lender; therewith, and (dc) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor or Borrower; (f) any principle or provision of lawextent Guarantors lawfully may do so, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on demand and notices of every kind and description with respect to the risk that liability foregoing or which may be incurred required to be given by Guarantor; (h) any lack statute or rule of notice of disposition or of manner of disposition law and, subject to Section 16 hereof, any defense of any collateral for kind which it may now or hereafter have with respect to this Guaranty, the Loan; Leases or the Guaranteed Rent guaranteed hereunder. Guarantor agrees that the liability of Guarantor hereunder shall in no way be affected, diminished, or released by (i) any invalidityforbearance or indulgence which may be granted to a Tenant (or to any successor thereto or to any Person which shall have assumed the obligations thereof) under the Lease, irregularity except if such forbearance or unenforceabilityindulgence amends, alters, modifies or otherwise affects the amount of Rent or the Tenant's obligation to pay the Rent and, in whole such event only to the extent of such effect on the amount of Rent or in partTenant's obligation to pay the Rent, (ii) any waiver or amendment of any of the Loan Documents; (j) any deficiencies term, covenant or condition in the collateral for Leases, except if such waiver or amendment amends, alters, modifies or otherwise affects the Loan or any deficiency in the ability amount of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, Rent or the collateral for Tenant's obligation to pay the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating Rent and, in such event only to the Loan by operation extent of law such effect on the amount of Rent or by action Tenant's obligation to pay the Rent or (iii) the acceptance of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwiseadditional security.

Waivers by Guarantor. The Guarantor agrees that the Guaranteed Obligations will be paid strictly in accordance with their respective terms. To the extent permitted by applicable law, the Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) any defense that may arise by reason of the incapacitypresentment, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest acceptance, notice of Guaranteed Obligations incurred and all other notices of any kind, or the lack all defenses which may be available by virtue of any thereofvaluation, includingstay, without limitationmoratorium law or other similar law now or hereafter in effect, notice any right to require the marshaling of assets of the existenceServicer, creation or incurring and all suretyship defenses generally. Without limiting the generality of the foregoing, the Guarantor agrees to the provisions of any new instrument evidencing, securing or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument otherwise executed in connection with any obligation or evidence of indebtedness held by Lender; (d) any defense based upon an election of remedies by Lender; (e) any right or claim of right to cause a marshaling of the assets of either Guarantor Guaranteed Obligations and agrees that the Guaranteed Obligations shall not be released or Borrower; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceabilitydischarged, in whole or in part, or otherwise affected by (i) the failure of the Administrative Agent, the Collateral Agent, any Agent or any of the Lenders to assert any claim or demand or to enforce any right or remedy against the Servicer; (ii) any extensions or renewals of any of the Loan Guaranteed Obligations; (iii) any rescissions, waivers, amendments or modifications of any of the terms or provisions of any agreement evidencing, securing or otherwise executed in connection with the Guaranteed Obligations, including, without limitation, the Transaction Documents; (jiv) the substitution or release of any deficiencies in the collateral for the Loan entity primarily or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter secondarily liable for any obligation of the payment and performance Servicer under this Agreement or the other Transaction Documents; (v) the adequacy of any obligation hereby guaranteed; (k) any assertion rights the Agents, the Lenders, the Administrative Agent or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender Collateral Agent may have against any collateral or other means of obtaining repayment of the Guaranteed Obligations; (vi) the impairment of any collateral securing the Guaranteed Obligations, including without limitation the failure to perfect or preserve any rights the Administrative Agent, the Collateral Agent, the Agents or the Lenders might have in such collateral or the substitution, exchange, surrender, release, loss or destruction of any such collateral; or (vii) any other act or omission which might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a release or discharge of the Guarantor, or the collateral for the Loan; (l) any modifications all of the Loan Documents or any obligation of Borrower relating which may be done without notice to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwiseGuarantor.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of the following: (a) any right to require Lender an Indemnified Party (i) to proceed against Borrower or any other person or Person, (ii) to proceed against or exhaust any security held by Lender any Indemnified Party at any time or (iii) to pursue any other remedy in Lender’s such Indemnified Party's power or under any other agreement agreement, in any case, before proceeding against Guarantor hereunder; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or Person of the failure of Lender an Indemnified Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or personsPerson; (c) any demand, presentment for payment, protest and notice of nonpayment, protest, notice of protest demand, dishonor and nonpayment and all other notices of any kindnotices, or except as expressly required by the lack of any thereofLoan Documents, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation obligations or of any action or non-action on the part of Borrower, Lender, any endorser or creditor of either Borrower or of Guarantor or of any other Person whomsoever under this Agreement or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by LenderLoan Document; (d) any defense based upon an election of remedies remedies, splitting a cause of action or merger of judgments by Lenderany Indemnified Party; (e) any right or claim of right to cause a marshaling marshalling of the assets of either Guarantor or BorrowerGuarantor; (f) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty{reserved]; (g) any duty on the part of Lender any Indemnified Party to disclose to Guarantor any facts Lender such Indemnified Party may now or hereafter know about Borrower or the Collateral or BorrowerProperty, regardless of whether Lender such Indemnified Party (i) has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or assume, (ii) has reason to believe that such facts are unknown to Guarantor or (iii) has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of Borrower, the condition of the Collateral or Borrower Property and of any and all other circumstances bearing on the risk that liability may be incurred by GuarantorGuarantor hereunder; (h) any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (i) any lack of commercial reasonableness in dealing with the Collateral for the Loan; (j) any deficiencies in the collateral Collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities Persons now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any an assertion or claim that the automatic stay provided by 11 U.S.C. §362 ss.362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or Guarantor) or any other stay provided under any other Guarantor debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights rights, whether now existing or hereafter acquired, which Lender may have against Guarantor, Borrower or the collateral Collateral for the Loan; and (l) any modifications of any of the Loan Documents or any obligation of Borrower or Guarantor relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 the Bankruptcy Reform Act of the United States Code1978, as amended, or any other Guarantor debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; . Borrower and Guarantor covenant and agree that upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against Borrower or Guarantor, neither Borrower nor Guarantor shall seek a supplemental stay or otherwise pursuant to 11 U.S.C. ss.105 or any other provision of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (m) any actionwhether statutory, occurrencecommon law, event or matter consented to by Guarantor under any provision hereofcase law, or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any rights of Lender against Borrower or Guarantor by virtue of this Agreement or otherwise.

Waivers by Guarantor. To the extent permitted by law, (a) Guarantor hereby waives (1) presentment, demand, protest and agrees not notice of protest, notice of dishonor and of non-payment, notice of acceptance of this Guaranty, and diligence in collection; (2) notice of the existence, creation, or incurring of any new or additional Obligations under or pursuant to assert any of the Loan Documents; (3) any right to require Lender to proceed against, give notice to, or take advantage of make demand upon a Borrower; (a4) any right to require Lender to proceed against or exhaust any other person security or to proceed against or exhaust any security held by in any particular order; (5) any right to require Lender at any time or to pursue any other remedy in of Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b6) any defense that may arise by reason of right to direct the incapacity, lack of authority, death or disability application of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor or any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness security held by Lender; (d7) any right of subrogation or to enforce any remedy which Lender may have against Borrower and any right to participate in any security now or hereafter held by Lender and any right to reimbursement from a Borrower for amounts paid to Lender by Guarantor at any time prior to the Indefeasible Payment in Full (as hereinafter defined) of all obligations of the Borrower under the Loan Documents and of all of the Obligations under this Guaranty; (8) benefits, if any, of Guarantor under any anti-deficiency statutes or single-action legislation or judicial interpretation thereof; (9) any defense based upon an arising out of any disability or other defense of a Borrower, including bankruptcy, dissolution, liquidation, cessation, impairment, modification, or limitation, from any cause, of any liability of a Borrower, or of any remedy for the enforcement of such liability; (10) any statute of limitations affecting the liability of Guarantor hereunder; (11) any right to plead or assert any election of remedies by Lender; (e12) any right or claim of right other defenses available to cause a marshaling of the assets of either Guarantor or Borrowersurety under applicable law; (f13) notice of any principle adverse change in the financial condition of a Borrower or provision of law, statutory or otherwise, which is or any other fact that might be in conflict with the terms and provisions of this Guarantyincrease Guarantor’s risk hereunder; (g14) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and notice of any and all circumstances bearing on the risk that liability may be incurred by Guarantor; (h) any lack event of notice of disposition or of manner of disposition of any collateral for the Loan; (i) any invalidity, irregularity or unenforceability, in whole or in part, of any of default under the Loan Documents; and (j15) any deficiencies in the collateral for the Loan all other notices (except if such notice is specifically required to be given to Guarantor hereunder or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed; (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Loan Document to which Guarantor relief law of any jurisdiction whatsoeveris a party) and demands to which Guarantor might otherwise be entitled. As used in this Guaranty, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loan; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwise.term “

Waivers by Guarantor. To Guarantor waives, for the extent permitted benefit of Caterpillar Financial (which waivers shall survive until this Guaranty is released or terminated in writing by law, Guarantor hereby waives and agrees not to assert or take advantage of Caterpillar Financial) (a) any right to require Lender to proceed against any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; notice of the acceptance of this Guaranty, (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limitation, notice of the existence, creation or incurring incurrence of new and/or additional debt owing from Obligor to Caterpillar Financial; (c) presentment protest and demand, and notice of protest, demand, nonpayment, nonperformance and dishonor of any new and all agreements, notes or additional indebtedness other obligations signed, accepted, endorsed or obligation assigned to or by Caterpillar Financial or agreed to between Obligor and Caterpillar Financial, (d) notice of any action or non-action on the part of Lender, any endorser or creditor of either Guarantor adverse change in Obligor’s financial condition or any other person whomsoever under this or any other instrument in connection with any obligation or evidence fact which might materially increase the risk of indebtedness held by Lender; (d) any defense based upon an election of remedies by LenderGuarantor; (e) any right and all rights in and notices or claim demands relating to any Equipment, including, without limitation, all rights, notices, advertisements or demands relating, whether directly or indirectly, to the foreclosure, sale or other disposition of right to cause a marshaling any or all such Equipment or the manner of the assets of either Guarantor such sale or Borrower; other disposition (f) any principle claim, right or provision remedy which Guarantor may now have or hereafter acquire against the Obligor that arises hereunder and/or from the performance by any Other Obligor including, without limitation, any claim, remedy or right of lawsubrogation, statutory reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of Caterpillar Financial against the Obligor or any security which Caterpillar Financial now has or hereafter acquires with respect to the Obligor, whether or not such claim, right or remedy arises in equity, under contract (express or implied), by statute, under common law or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty; (g) any duty on the part of Lender to disclose to Guarantor any facts Lender may know about the Collateral or Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the condition of the Collateral or Borrower and notice of any default by Obligor or any other person obligated in any manner for all or any portion of Obligor’s indebtedness and all circumstances bearing on the risk that liability may be incurred by Guarantornotice of any legal proceedings against such parties; (h) any lack right of notice of disposition or of manner of disposition of contribution from any collateral for the Loan; Other Obligors (i) notice and hearing as to any invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents; prejudgment remedies (j) any deficiencies in defense which is premised on an alleged lack of consideration of the collateral for obligation undertaken by Guarantor, including without limitation, any defense to the Loan or any deficiency in enforcement of this Guaranty based upon the ability timing of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for execution of this Guaranty and/or that the payment and performance Guaranty had been executed after the execution date of any obligation hereby guaranteed; agreements evidencing the indebtedness, (k) any assertion or claim that the automatic stay provided by 11 U.S.C. §362 or any other stay provided under any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, shall operate to stay or inhibit the ability of Lender to enforce any of its rights which Lender may have against Guarantor, or the collateral for the Loanall exemptions and homestead laws; (l) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan other demands and notices required by operation of law or by action of any court, whether pursuant to Title 11 of the United States Code, as amended, or any other Guarantor relief law of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) all setoffs and counterclaims against Caterpillar Financial and/or Obligor; (n) any actiondefense based on the claim that Guarantor’s liabilities and obligations exceed or are more burdensome than those of Obligor, occurrence, event or matter consented and (o) subject to by Guarantor under any provision the ultimate sentence of Section 5 hereof, any defense which the Obligor may assert or otherwisebe able to assert on the underlying indebtedness or which may be asserted by Guarantor, including, but not limited, to (i) breach of warranty, (ii) fraud, (iii) statute of frauds, (iv) infancy, (v) statute of limitations, (vi) lender liability, (vii) accord and satisfaction, (viii) payment and/or (ix) usury.