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 Borrower or any Borrower Party 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; (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 limiting 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 on the part of Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party 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 marshalling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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 Loan; (k) 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of: of (a) Any any right to require Lender to proceed against Borrower or any Borrower Party 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; ; (b) Any 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) Demanddemand, 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 limiting the generality of the foregoinglimitation, 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 Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party or of either 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 any defense based upon an election of remedies by Lender; ; (e) Any any right or claim of right to cause a marshalling marshaling of the assets of Guarantor; either Guarantor or Borrower; (f) Any any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; Guaranty; (g) Any any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the PropertyBorrower, 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 the Borrower, the Collateral or Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; Guarantor; (h) Any any lack of notice of disposition or of manner of disposition of any collateral for the Loan; ; (i) Any 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 Loan; (k) Any 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 or indemnified against; guaranteed; (1k) An any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor Guarantor 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, interdict, condition, reduce stay or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, rights which Lender may have against Guarantor 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 waives, for the benefit of the Administrative Agent and agrees not to assert or take advantage ofthe Lenders: (a) Any any right to require Lender the Administrative Agent or the Lenders, as a condition of payment or performance by Guarantor, to (i) proceed against Borrower or Borrower, any Borrower Party other guarantor of the Guaranteed Obligations or any other person or to 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 the Lenders in favor of Borrower or any other Person, or (iv) pursue any other remedy in Lender’s the power of the Administrative Agent or under any other agreement before proceeding against Guarantor hereunderof the Lenders whatsoever; (b) Any any defense that may arise arising by reason of the incapacity, lack of authorityauthority or any disability or other defense of Borrower, death including, without limitation, 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 related thereto or by reason of the cessation of the liability of Borrower from any cause other proceeding) than payment and performance 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 limiting the generality respects more burdensome than that 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 on the part of Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party 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 Lenderprincipal; (d) Any any defense based upon an election the Administrative Agent’s or any of remedies by the Lender’s errors or omissions in the administration of the Loans, including, without limitation, the Guaranteed Obligations; (ei) Any right any principles or claim of right to cause a marshalling of the assets of Guarantor; (f) Any principle or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms and provisions of this Guaranty and any legal or equitable discharge of Guarantor’s obligations hereunder (other than payment, performance and completion of the Guaranteed Obligations or the Loans in full), (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 or any of the 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, notices of default under the other 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 Borrower and any right to consent to any thereof. Guarantor acknowledges that Borrower has the right to extend the Maturity Date of the Loans for the First Extension Period, the Second Extension Period and the Third Extension Period on the terms and conditions set forth in the Loan Agreement; hereby consents to the extension of the Maturity Date for each of such periods; and hereby agree that no further consent is required from Guarantor in connection with any such extension. Guarantor’s obligations hereunder shall not be affected in any way by any such extension, and shall continue to apply with respect to all Guaranteed Obligations of Borrower under the Loan Documents during any such extension; (g) Any duty on any release, discharge, modification, impairment or limitation of the part liability of Lender Borrower to disclose to Guarantor any facts Lender may now or hereafter know about Borrower the Administrative Agent or the Borrower Parties Lenders, whether consented to by the Administrative Agent or the Collateral Lenders, consensual or the Propertyarising by operation of law or any proceedings in bankruptcy, regardless of whether Lender has reason to believe that insolvency or reorganization, or from 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunderother cause; (h) Any lack any defense based on any rejection or disaffirmance of notice of disposition the Guaranteed Obligations, or of manner of disposition of any collateral for the Loanpart thereof, or any security held therefor, in any such proceedings in bankruptcy, insolvency or reorganization; (i) Any invalidityany defense based on any action taken or omitted by the Administrative Agent or the Lenders in any proceedings in bankruptcy or insolvency involving Borrower, irregularity including any election to have their claim allowed as being secured, partially secured or unenforceabilityunsecured, any extension of credit by the Administrative Agent or the Lenders to Borrower in whole any proceedings in bankruptcy or in partinsolvency, and taking and holding by the Administrative Agent or the Lenders of any one or more security for any such extension of the Loan Documents;credit; and (j) Any lack any defense or benefits that may be derived from or afforded by law which limit the liability of commercial reasonableness in dealing or exonerate guarantors or sureties, or which may conflict with the collateral for the Loan; (k) Any deficiencies in the collateral for terms of this Guaranty, other than payment or performance of such obligations under 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;Documents.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of: (a) Any Guarantor waives notice of acceptance hereof and of all notices and demands of any kind to which Guarantor may be entitled including, without limitation, all demands of payment and notice of nonpayment, protest and dishonor to Guarantor, or Debtor, or the makers or endorsers of any notes or other instruments for which Guarantor is or may be liable hereunder. Guarantor further waives notice of and hereby consents to any agreement or arrangement for subordination, composition, arrangement, discharge or release of the whole or any part of Debtor's obligations under the Loan Agreement or any other Loan Documents or financial accommodation, or release of other guarantors, or for compromise of any sums due in any way whatsoever; and the same shall in no way impair Guarantor's liability hereunder. (b) Guarantor waives any right to require Lender to to: (i) proceed against Borrower or any Borrower Party or any other person or to Debtor; (ii) proceed against or exhaust any security held by Lender at any time of Debtor or to otherwise; or (iii) pursue any other remedy in Lender’s power or under which Lender may have, including against any other agreement before proceeding against Guarantor hereunder; (b) Any defense that may arise by reason guarantor of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender Debtor's obligations to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons;Lender. (c) Demand, presentment for payment, notice of nonpayment, protest, notice of protest Guarantor expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other notices of claim which Guarantor may now or hereafter have against Debtor or any kindperson directly or contingently liable for the obligations guaranteed hereunder, or the lack of any thereof, against or with respect to Debtor's property (including, without limiting limitation, property collateralizing the generality obligations guaranteed hereunder), arising from the existence or performance of this guaranty. If any amount is paid to Guarantor on account of any subrogation or other rights waived hereunder at any time when all of the foregoingIndebtedness or Obligations have not been paid in full, notice such amount shall be held in trust for the benefit 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 Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party or shall be segregated from the other funds of Guarantor and shall forthwith be paid over to Lender to be applied in whole or on in part by Lender against the part of any outstanding Obligations, whether matured or unmatured, and all such other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender;sums guaranteed hereunder. (d) Any defense based upon an election of remedies by Lender; (e) Any right or claim of right to cause a marshalling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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 Loan; (k) 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;GUARANTOR WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED HEREON. GUARANTOR ALSO WAIVES THE BENEFIT OF ANY STATUTE OF LIMITATIONS AFFECTING GUARANTOR'S LIABILITY HEREUNDER OR THE ENFORCEMENT THEREOF.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of: of to the extent permitted by law: (ai) Any 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 Borrower apply to any default any security deposit or other security it may hold under the Lease; (v) any Borrower Party defense or right arising from the absence, impairment or loss of any right of reimbursement, contribution, or subrogation, or any other person right of Guarantor against Landlord, (vi) any defense or to proceed right arising from the exercise by Tenant of any remedies against Landlord; and (vii) any right 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 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 of obligation to pursue any thereof, including, without limiting the generality of other remedy or to enforce any other right. Subject to the foregoing, notice Guarantor may assert the rights and defenses 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 Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party 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 marshalling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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 Loan; (k) 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 prior payment and performance of any obligation hereby guaranteed or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutoryby offset, common law, case law recoupment or otherwise) of the Guaranteed Obligations and the non-occurrence of an event of default by Tenant under the Lease 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., if Tenant under the Lease would no longer have the right to raise such defense, Guarantor would not have the right to raise such defense). Without limiting any jurisdiction whatsoeverother terms of this Guaranty, now or hereafter in effectGuarantor hereby expressly waives any and all benefits under California Civil Code §§2809, which may be or become applicable2810, shall operate or be interpreted to stay2819, interdict2821, condition2845, reduce or inhibit 2848, 2849 and 2850 and the ability second sentence of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;California Civil Code Section 2822(a).

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 Borrower or any Borrower Party 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; (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 limiting 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 on the part of Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party 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 marshalling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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 Loan; (k) 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 or indemnified against; (1l) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan; (m) 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 the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any action, occurrence, event or matter consented to by Guarantor under Section 5(g) hereof, under any other provision 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: (a) Any 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 Borrower or exhaust any Borrower Party or any other person 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 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 at and any time or right to pursue any other remedy in Lender’s power or reimbursement from the Borrower for amounts paid to Lender by Guarantor; (h) benefits, if any, of Guarantor under any other agreement before proceeding against Guarantor hereunder; anti-deficiency statutes or single-action legislation; (bi) Any any defense that may arise by reason of the incapacity, lack of authority, death or disability arising out of any disability or other person defense of Borrower, including bankruptcy, dissolution, liquidation, cessation, impairment, modification, or persons or the failure of Lender to file or enforce a claim against the estate (in administrationlimitation, bankruptcy or from any other proceeding) cause, of any other person or persons; (c) Demandliability of Borrower, 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 limiting 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 on remedy for the part enforcement of Borrower or such liability; (j) any Borrower Party, Lender, any endorser or creditor statute of Borrower or any Borrower Party or limitations affecting the liability of Guarantor hereunder; (k) any right to plead or on the part of assert 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; ; and (el) Any right or claim of right to cause a marshalling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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 Loan; (k) 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided defenses available to a surety under any other debtor relief law (whether statutory, common applicable 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, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;.

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 Borrower or any Borrower Party 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; (b) Any defense that may arise by reason presentment, demand, protest and notice of the incapacityprotest, lack notice of authority, death or disability dishonor and 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 non-payment, notice of nonpaymentacceptance of this Guaranty, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, diligence in collection; (b) notice of the existence, creation or incurring of any new or additional indebtedness obligations under or obligation or of pursuant to any action or non-action on the part of Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party 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 marshalling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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; ; (jc) Any lack of commercial reasonableness in dealing with the collateral for the Loan; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of right to require Lender to collect 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 obtain performance from proceed against or exhaust any persons or entities now or hereafter liable for security in any particular order; (e) any right to require Lender to pursue any remedy of Lender; (f) any right to direct the payment and performance application of any obligation hereby guaranteed or indemnified against; security held by Lender; (1g) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding any right of Borrower or a Borrower Party) or subrogation, any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender right to enforce any of its rights, whether now or hereafter requiredremedy, 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 the collateral 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 Loan;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; and (1) any other defenses available to a surety under applicable law.

Waivers by Guarantor. To the extent permitted by applicable law, Guarantor hereby unconditionally waives and agrees not to assert waive at any future time any and all rights which Guarantor may have or take advantage of: (a) Any right to require Lender to proceed against Borrower which now or any Borrower Party or any other person or to proceed against or exhaust any security held by Lender at any time hereafter may be conferred upon it, by statute, rule of law, regulation or otherwise, to pursue any other remedy in Lender’s power terminate, cancel, quit 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 surrender this Guarantee. Without limiting the generality of the foregoing, notice of the existenceit is agreed that, creation at any time or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party 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 from time to cause a marshalling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrowertime, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (h) Any lack of notice of disposition occurrence or of manner of disposition of any collateral for the Loan; (i) Any invalidity, irregularity or unenforceability, in whole or in part, existence of any one or more of the Loan Documentsfollowing shall not release, relieve or discharge Guarantor from liability hereunder, and Guarantor hereby unconditionally waives and agrees to waive to the extent permitted by applicable law: (i) notice of any of the matters referred to in Section 1.2 hereof and of any matters which may be referred to in any other Guaranteed Agreement (except any notices to which Guarantor is expressly entitled thereunder); (jii) Any lack all notices that may be required by statute, rule of commercial reasonableness in dealing with the collateral for the Loan; (k) 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law regulation or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be to preserve intact any rights against Guarantor including, without limitation, any demand, presentment and protest, proof of notice of non-payment under the Guaranteed Agreements, and notice of any default or become applicablefailure on the part of Charterer to perform and comply with any covenant, shall operate agreement, term or be interpreted to stay, interdict, condition, reduce or inhibit the ability condition of Lender to enforce any of its rightsthe Guaranteed Agreements; (iii) the enforcement, assertion or exercise against Charterer of any right, power, privilege or remedy conferred in the Guaranteed Agreements or otherwise and any requirement that any Guaranteed Party protect, secure, perfect or insure any security interest or Lien on any property subject thereto; (iv) any requirement of promptness or diligence on the part of any Person; (v) any requirement to exhaust any remedies or to mitigate the damages resulting from a default under the Guaranteed Agreements; (vi) any notice of any sale, transfer or other disposition of any right, title to or interest in any Guaranteed Agreement or any Vessel; (vii) any filing of claims by any Guaranteed Party with any court in the event of the bankruptcy (or any similar proceeding for the relief of financially distressed debtors) of Charterer; and (viii) any other occurrence or circumstance whatsoever, whether now similar or hereafter requireddissimilar to the foregoing, which Lender may have that might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or that might otherwise limit recourse against Guarantor or the collateral for the Loan;Guarantor.

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 Borrower or any Borrower Party or any other person or to proceed against or exhaust any security held by Lender Xxxxxx at any time or to pursue any other remedy in LenderXxxxxx’s power or under any other agreement before proceeding against Guarantor hereunder; (b) The defense of the statute of limitations in any action hereunder; (c) 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; (cd) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting 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 on the part of Borrower or any Borrower PartyBorrower, Lender, any endorser or creditor of Borrower or any Borrower Party 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 LenderXxxxxx; (de) Any defense based upon an election of remedies by LenderXxxxxx; (ef) Any right or claim of right to cause a marshalling of the assets of Guarantor; (fg) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this AgreementGuaranty; (gh) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower PartiesXxxxxxxx, of the condition of the Property ​ and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (hi) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (ij) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (jk) Any To the extent permitted by law, lack of commercial reasonableness in dealing with the collateral for the Loan; (kl) 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 or indemnified againstguaranteed; (1m) An Any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower PartyBorrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan; (n) 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 the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (o) Any action, occurrence, event or matter consented to by Guarantor under Section 6(i) hereof, under any other provision hereof, or otherwise. In addition, Guarantor expressly agrees that Guarantor shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security interest securing the Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantor hereby irrevocably waives reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantor’s obligations and liabilities hereunder.

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 Borrower or any Borrower Party 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; (b) The defense of the statute of limitations in any action hereunder; (c) 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; (cd) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting 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 on the part of Borrower or any Borrower PartyBorrower, Lender, any endorser or creditor of Borrower or any Borrower Party 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; (de) Any defense based upon an election of remedies by Lender; (ef) Any right or claim of right to cause a marshalling of the assets of Guarantor; (fg) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this AgreementGuaranty; (gh) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (hi) Any lack of notice of disposition or of manner of disposition of any collateral for the LoanLoans ; (ij) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (jk) Any To the extent permitted by law, lack of commercial reasonableness in dealing with the collateral for the LoanLoans; (kl) 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 or indemnified againstguaranteed; (1m) An Any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower PartyBorrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the LoanLoans; (n) Any modifications of the Loan Documents or any obligation of Borrower relating to the Loans by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (o) Any action, occurrence, event or matter consented to by Guarantor under Section 6(i) hereof, under any other provision hereof, or otherwise. In addition, Guarantor expressly agrees that Guarantor shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security interest securing the Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantor hereby irrevocably waives reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantor’s obligations and liabilities hereunder.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of: (a) Any any right to require Lender to proceed against Borrower or any Borrower Party 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 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) Demanddemand, 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 limiting 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 on the part of Borrower or any Borrower PartyBorrower, Lender, any endorser or creditor of Borrower or any Borrower Party 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 any defense based upon an election of remedies by Lender; (e) Any any right or claim of right to cause a marshalling of the assets of Guarantor; (f) Any any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this AgreementGuaranty; (g) Any any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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; (ji) Any any lack of commercial reasonableness in dealing with the collateral for the Loan; (kj) Any 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 or indemnified againstguaranteed; (1k) An an assertion or claim that the automatic stay provided by 11 U.S.C. §§ 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower PartyBorrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now existing or hereafter requiredacquired, which Lender may have against Guarantor or the collateral for the Loan; (1) 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 the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (m) any action, occurrence, event or matter consented to by Guarantor under Section 4(i) hereof, under any other 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: (a) Any right to require Lender to proceed against Borrower or any Borrower Party 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; (b) The defense of the statute of limitations in any action hereunder; (c) 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; (cd) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting 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 on the part of Borrower or any Borrower PartyBorrower, Lender, any endorser or creditor of Borrower or any Borrower Party 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; (de) Any defense based upon an election of remedies by Lender; (ef) Any right or claim of right to cause a marshalling of the assets of Guarantor; (fg) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this AgreementGuaranty; (gh) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (hi) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (ij) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (jk) Any To the extent permitted by law, lack of commercial reasonableness in dealing with the collateral for the Loan; (kl) 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 or indemnified againstguaranteed; (1m) An Any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower PartyBorrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan; (n) 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 the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (o) Any action, occurrence, event or matter consented to by Guarantor under Section 6(i) hereof, under any other provision hereof, or otherwise. In addition, Guarantor expressly agrees that Guarantor shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security interest securing the Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantor hereby irrevocably waives reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantor’s obligations and liabilities hereunder.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of: (a) Any any right to require Lender to proceed against Borrower or any Borrower Party 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 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) Demanddemand, 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 limiting 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 on the part of Borrower or any Borrower PartyBorrower, Lender, any endorser or creditor of Borrower or any Borrower Party 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 any defense based upon an election of remedies by Lender; (e) Any any right or claim of right to cause a marshalling of the assets of Guarantor; (f) Any any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this AgreementGuaranty; (g) Any any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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; (ji) Any any lack of commercial reasonableness in dealing with the collateral for the Loan; (kj) Any 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 or indemnified againstguaranteed; (1k) An an assertion or claim that the automatic stay provided by 11 U.S.C. §§ 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower PartyBorrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now existing or hereafter requiredacquired, which Lender may have against Guarantor or the collateral for the Loan;; and (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 the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, 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 any right to require the Lender to to: (i) proceed against the Borrower or any Borrower Party or any other person or to guarantor, (ii) 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) Any 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 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 limiting 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 on the part of Borrower or any Borrower Partyof the Borrower’s creditors, Lenderincluding a trustee in bankruptcy of the Borrower, by reason of any endorser fact or creditor circumstance, (vii) the delay or failure of the Lender to exercise any of its rights and remedies against the Borrower or any 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 defense arising from the due performance by the Borrower Party or of Guarantor or on the part terms and conditions of any other person whomsoever under this or any other instrument the Loan Documents, (ix) all errors and omissions in connection with the Lender’s administration of all indebtedness guaranteed by this Guarantee, except errors and omissions resulting from the Lender’s acts of bad faith, (x) 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 marshalling marshaling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties any other guarantor, (xi) any act or the Collateral or the Property, 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 financial condition Lender (except acts or omissions in bad faith) that changes the scope of the 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 Loan Documents and the performance of all of the terms, covenants and conditions therein required to be kept, observed or performed by the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (h) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; waives (i) Any invalidityany right to enforce any remedy that the Lender now has or may hereafter have against the Borrower, irregularity or unenforceabilityand (ii) any benefit of, in whole or in partand any right to participate in, of any one or more of the Loan Documents; (j) Any lack of commercial reasonableness in dealing with the collateral for the Loan; (k) 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 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding statute of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of limitations affecting its rights, whether now or hereafter required, which Lender may have against Guarantor liability hereunder or the collateral for the Loan;enforcement 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 Borrower or any Borrower Party 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; 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 limiting the generality of the foregoing, 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 Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party or of Guarantor or on the part of any other person whomsoever under this adverse change in Obligor's financial condition 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 marshalling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, fact which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 of Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of the Borrower, the Borrower Parties, of the condition of the Property and of ; (e) any and all circumstances bearing on rights in and notices or demands relating to any Equipment, including without limitation, all rights, notices, advertisements or demands relating, whether directly or indirectly, to the risk foreclosure, sale or other disposition of any or all such Equipment or the manner of such sale or other disposition; (f) any claim, right or remedy which Guarantor may now have or hereafter acquire against the Obligor that liability may be incurred arises hereunder and/or from the performance by Guarantor hereunder; 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 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; (g) notice of any default by Obligor or any other person obligated in any manner for all or any portion of Obligor's Indebtedness and notice of any legal proceedings against such parties; (h) Any lack any right of notice of disposition or of manner of disposition of contribution from any collateral for the Loan; Other Obligors; (i) Any invalidity, irregularity or unenforceability, in whole or in part, of notice and hearing as to any one or more of the Loan Documents; prejudgment remedies; (j) Any any defense which is premised on an alleged lack of commercial reasonableness in dealing with consideration of the collateral for obligation undertaken by Guarantor, including without limitation, any defense to the Loan; (k) Any deficiencies in enforcement of this Guaranty based upon the collateral for timing of execution of this Guaranty and/or that the Loan or any deficiency in Guaranty had been executed after the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance execution date of any obligation hereby guaranteed or indemnified againstagreements evidencing the Indebtedness; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of: (a) Any : any right to require Lender to proceed against Borrower or any Borrower Party 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; (b) Any , or any defense based on suretyship or impairment of collateral; 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; 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 limiting 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 Borrower or any Borrower PartyBorrowers, Lender, any endorser or creditor of Borrower or any Borrower Party 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 ; any defense based upon an election of remedies by Lender; (e) Any ; any right or claim of right to cause a marshalling of the assets of Guarantor; (f) Any ; any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any Guaranty; any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower Borrowers or any the Borrower Parties or property secured by the Collateral or the PropertyMortgages, 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 the Borrower, the Borrower PartiesBorrowers, of the condition of the Property property secured by the Mortgages and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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 ; any lack of commercial reasonableness in dealing with the collateral for the Loan; (k) Any 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 or indemnified against; (1) An guaranteed; an assertion or claim that the automatic stay provided by 11 U.S.C. §§ 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower PartyBorrowers) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now existing or hereafter requiredacquired, which Lender may have against Guarantor or the collateral for the Loan;Loans; and any modifications of the Loan Documents or any obligation of Borrowers relating to the Loans by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives waives, for the benefit of Lenders and agrees not to assert or take advantage ofAgent: (a) Any any right to require Lender Agent or Lenders, as a condition of payment or performance by Guarantor, to (i) proceed against Borrower or any Borrower Party Borrower, any other guarantor of the Guarantied Obligations or any other person or to Person, (ii) proceed against or exhaust any security held by from any Borrower, any other guarantor of the Guarantied Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender at in favor of any time Borrower or to any other Person, or (iv) pursue any other remedy in Lender’s the power of Agent or under any other agreement before proceeding against Guarantor hereunderLender whatsoever; (b) Any 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 Borrower including, without limitation, any 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 Guarantied Obligations or any other proceeding) agreement or instrument relating thereto or by reason of the cessation of the liability of any Borrower from any cause other person or personsthan payment in full of the Guarantied 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 limiting the generality respects more burdensome than that 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 on the part of Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party 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 Lenderprincipal; (d) Any any defense based upon an election Agent's or any Lender's errors or omissions in the administration of remedies by Lenderthe Guarantied Obligations, except behavior which amounts to bad faith or gross negligence; (ei) Any right any principles or claim of right to cause a marshalling of the assets of Guarantor; (f) Any principle or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms and provisions of this AgreementGuaranty and any legal or equitable discharge of Guarantor'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 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 of this Guaranty, notices of default under the Credit Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in subsection 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 now defenses or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 financial condition of the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantor hereunder; (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 invalidityexonerate guarantors or sureties, 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 which may conflict with the collateral for the Loan; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability terms 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;this Guaranty.

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 Borrower -------------------- notice of acceptance of this Guaranty; (b) notice of the existence or creation of all or any Borrower Party of the Obligations; (c) notice of any default, nonpayment, partial payment, presentment, demand, and all other notices whatever; (d) any invalidity or disability in whole or in part at the time of its acceptance or at any other time with respect to the Collateral, or any other person part thereof, as well as with respect to the liability of any party including any party who is or to proceed against becomes primarily or exhaust secondarily liable on the Obligations; (e) the fact that the Collateral or any security held by Lender part thereof may at any time or from time to pursue time be in default or be incorrectly estimated or deteriorate in value for any other remedy cause whatsoever; (f) all diligence by Lender in Lender’s power collection or under protection of or realization upon the Collateral, the Obligations, or any other agreement before proceeding against Guarantor part thereof, any liability hereunder; (b) Any defense that may arise by reason of the incapacity, lack of authority, death or disability any liability of any other person party primarily or persons or secondarily labile on the failure of Lender to file or enforce a claim against the estate (in administrationObligations, bankruptcy or any other proceeding) of security for 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 limiting 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 on the part of Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party 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 marshalling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; ; (g) Any 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 take any steps or action to safeguard, protect, deal with, handle, obtain or convey information respecting, or otherwise follow in any manner, the Collateral or any part thereof, or such insurance, other rights, or security; (h) any 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 the Guarantor to do so; and (i) any facts Lender and all rights of subrogation, indemnity, reimbursement or other, similar rights to enforce any remedy which the Guarantor, as subrogee, assignee or otherwise of the Lender, now has or may hereafter have, but for this provision, against the Borrower, and any benefit of, and any right to participate in, any security now or hereafter know about Borrower or held by the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (h) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) Any invalidityObligations, 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 Loan; (k) 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 unless and performance of any obligation hereby guaranteed or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may until all Obligations have against Guarantor or the collateral for the Loan;been fully paid and satisfied.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of: of (a) Any any right to require Lender to proceed against Borrower or any Borrower Party 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; ; (b) Any 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) Demanddemand, 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 limiting the generality of the foregoinglimitation, 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 Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party or of either 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 any defense based upon an election of remedies by Lender; ; (e) Any any right or claim of right to cause a marshalling marshaling of the assets of Guarantor; either Guarantor or Borrower; (f) Any any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; Guaranty; (g) Any any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower the Property or the Borrower Parties or the Collateral or the PropertyBorrower, 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 financial condition of the Borrower, the Borrower Parties, of the condition of the Property or Borrower and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; Guarantor; (h) Any any lack of notice of disposition or of manner of disposition of any collateral for the Loan; ; (i) Any 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 Loan; (k) Any 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 or indemnified against; guaranteed; (1k) An any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce stay or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, rights which Lender may have against Guarantor Guarantor, or the collateral for the Loan;; (1) 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 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 any right to require Lender to the Bond Holder to: (i) proceed against Borrower or any Borrower Party 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) Any 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 limiting the generality failure of the foregoingBond Holder to exercise any of its rights and remedies against the Issuer or any collateral or security for the Bonds or this Guarantee, notice (viii) any event or circumstance that might otherwise constitute a legal or equitable discharge of the existenceGuarantor’s obligations hereunder; provided, creation or incurring however, that the Guarantor does not waive any defense arising from the due performance by the Issuer of any new or additional indebtedness or obligation or the terms and conditions of any action or non-action on the part of Borrower or any Borrower PartyBonds, Lender, any endorser or creditor of Borrower or any Borrower Party or of Guarantor or on the part of any other person whomsoever under this or any other instrument (ix) all errors and omissions in connection with the Bond Holder’s administration of all indebtedness guaranteed by this Guarantee, except errors and omissions resulting from the Bond Holder’s acts of bad faith, (x) 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 marshalling marshaling of the assets of the Issuer or any other guarantor, (xi) any act or omission of the Bond Holder (except acts or omissions in bad faith) that changes the scope of the Guarantor; ’s risk hereunder, and (fxii) Any principle 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 provision of lawperformed by the Issuer, statutory the Guarantor waives (i) any right to enforce any remedy that the Bond Holder now has or otherwisemay hereafter have against the Issuer, which is or might be in conflict with the terms and provisions of this Agreement; (gii) Any duty on the part of Lender any benefit of, and any right to disclose to Guarantor participate in, any facts Lender may security now or hereafter know about Borrower held by the Bond Holder. The Guarantor waives all rights of subrogation against the Issuer, for the 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 notices of acceptances of this Guarantee. The Guarantor waives the benefit of any statute of limitations affecting its liability hereunder or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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 Loan; (k) 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;enforcement thereof.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of: (a) Any right The Guarantor warrants that it has adequate means to require Lender to proceed against Borrower or any Borrower obtain from each Performance Party and the Borrower, on a continuing basis, information concerning the financial condition of such party, and that it is not relying on the Beneficiaries or any other person Person to provide such information, now or to proceed against or exhaust any security held by Lender in the future. The Guarantor also irrevocably waives all defenses: (a) that at any time may be available in respect of the Performance Party Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or to pursue any other remedy similar law now or hereafter in Lender’s power effect or (b) that arise under any other agreement before proceeding against Guarantor hereunder;the law of suretyship, including impairment of collateral. (b) Any defense that may arise by reason The Beneficiaries (and their assigns) shall be at liberty, without giving notice to or obtaining the assent of the incapacityGuarantor and without relieving the Guarantor of any liability under this Guaranty, lack to deal with the Borrower and each Performance Party and with each other party who now is or after the date hereof becomes liable in any manner for any of authoritythe Secured Obligations and the Performance Party Obligations, death in such manner as the Beneficiaries in their reasonable discretion deems fit, and to this end the Guarantor agrees that the validity and enforceability of this Guaranty, including without limitation, the provisions of Article XIV hereof, shall not be impaired or disability affected by any of the following: (A) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Performance Party Obligations or the Secured Obligations or any part thereof or any agreement relating thereto at any time (except that any such extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Performance Party Obligations or the Secured Obligations, if duly granted or agreed to be granted in accordance with the Transaction Documents, shall be given effect in determining the extent of the Performance Party Obligations or Secured Obligations which the relevant Person is required to perform or cause to be performed); (B) any failure or omission to enforce any right, power or remedy with respect to the Performance Party Obligations or the Secured Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Performance Party Obligations or the Secured Obligations or any part thereof; (C) any waiver of any right, power or remedy or of the Maturity Date, any Servicer Termination Event, Amortization Event or Event of Default with respect to the Performance Party Obligations or the Secured Obligations or any part thereof or any agreement relating thereto (except that any such waiver, if duly granted, agreed to be granted or made in accordance with the Transaction Documents, shall be given effect in determining the extent of the Performance Party Obligations or the Secured Obligations (as applicable) which the Guaranty is required to perform or cause to be performed); (D) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or persons entity with respect to the Performance Party Obligations or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy Secured Obligations or any other proceedingpart thereof (except that any such release, surrender, compromise, settlement, waiver, subordination or modification, if duly granted, agreed to be granted or made in accordance with the Transaction Documents, shall be given effect in determining the extent of the Performance Party Obligations or the Secured Obligations which the Guaranty is required to perform or cause to be performed); (E) the enforceability, validity, binding effect, legality, subordination or disaffirmance of the Performance Party Obligations or the Secured Obligations or any part thereof or the genuineness, enforceability or validity or amendment, restatement, modification or supplement of, or waiver of compliance with, any agreement relating thereto or with respect to the Performance Party Obligations or the Secured Obligations or any part thereof; (F) the application of payments received from any source to the payment of any other person payment Performance Party Obligations or persons; the Secured Obligations or any part thereof or amounts which are not covered by this Guaranty even though the Beneficiaries (cor their assigns) Demand, presentment for payment, notice might lawfully have elected to apply such payments to any part or all of nonpayment, protest, notice of protest and all other notices the payment Performance Party Obligations or the Secured Obligations or to amounts which are not covered by this Guaranty; (G) the existence of any kindclaim, setoff or other rights which the Guarantor may have at any time against any Performance Party or the lack of Borrower in connection herewith or any thereof, including, without limiting the generality unrelated transaction; (H) any assignment or transfer of the foregoing, notice of Performance Party Obligations or the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower Secured Obligations or any Borrower Party, Lender, part thereof; or (I) any endorser or creditor of Borrower or any Borrower Party or of Guarantor or failure on the part of any other person whomsoever under this Performance Party or the Borrower to perform or comply with any term of any Transaction Document or any other instrument document executed in connection with therewith or delivered thereunder, in each case whether or not the Guarantor shall have had notice or knowledge of any obligation act or evidence of indebtedness held by Lender; omission referred to in the foregoing sections (dA) Any defense based upon an election of remedies by Lender; through (eI) Any right or claim of right to cause a marshalling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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 Loan; (k) 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;Article VIII(b).

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 Borrower or any Borrower Party 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; (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) Demanddemand, 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 limiting the generality of the foregoinglimitation, 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 Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party or of either 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; ; (db) Any any defense based upon an election of remedies by Lender; ; (ec) Any right or claim of right to cause a marshalling of the assets of Guarantor; (f) Any any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; Guaranty; (gd) Any any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the PropertyBorrower, 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 the Borrower, the Collateral or Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; Guarantor; (he) Any any lack of notice of disposition or of manner of disposition of any collateral for the Loan; ; (if) 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 Loan; (k) 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor Guarantor 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, interdict, condition, reduce stay or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, rights which Lender may have against Guarantor Guarantor, or the collateral for the Loan;; (g) 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 (f) any action, occurrence, event or matter consented to by Guarantor under any provision hereof, or otherwise.

Waivers by Guarantor. To (a) Guarantor hereby 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 Borrower or any Borrower Party 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; (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, applicable law notice of nonpayment, protest, notice acceptance of protest this Guaranty and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring incurrence of any new or additional indebtedness liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, demand for performance, protest, notice of dishonor or obligation nonpayment of any such liabilities, suit or taking of other action by NYSERDA against, and any other notice to, any party liable thereon (including Guarantor, any other guarantor or Grant Recipient) and Guarantor further hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice or proof of reliance by NYSERDA upon this Guaranty, and the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, modified, supplemented or waived, in reliance upon this Guaranty. (b) Guarantor waives any right to require NYSERDA to: (i) proceed against Grant Recipient, any other guarantor of the Guaranteed Obligations or any other party; (ii) file or enforce a claim in any bankruptcy or other proceeding with respect to any person; and (iii) pursue any remedy in NYSERDA’s power whatsoever. Guarantor waives any and all defenses based on or arising out of any defense of Grant Recipient, any other guarantor of the Guaranteed Obligations or any other party including, without limitation, (1) defenses arising from the bankruptcy, insolvency, dissolution or liquidation of the Grant Recipient, or any injunction, stay or similar action in any bankruptcy, insolvency or other proceeding barring or limiting payment of any Guaranteed Obligation by the Grant Recipient; (2) defenses relating to the power or authority of the Grant Recipient to enter into the Agreement, and to perform the Guaranteed Obligations thereunder, including, without limitation, any lack or limitation of status or of power, or any incapacity or disability, of the Grant Recipient, or of any action other guarantor or obligor in respect of any Guaranteed Obligation, or any change whatsoever in the capital structure, constitution or business of the Grant Recipient; (3) defenses arising from any release or amendment or waiver of, or consent to departure from, any other guarantee or support document, or any exchange, release or non-action on the part of Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party or of Guarantor or on the part perfection of any other person whomsoever under this collateral, for any Guaranteed Obligation; and (4) defenses arising from any event or circumstance constituting fraud in the inducement or any other instrument similar event or circumstance; except that such waiver shall not include a defense of the Grant Recipient arising from payment in connection with full in cash of the Guaranteed Obligations. NYSERDA may, at its election, exercise any obligation right or evidence remedy it may have against Grant Recipient or any other party, or any security, without affecting or impairing in any way the liability of indebtedness held any Guarantor hereunder except to the extent the Guaranteed Obligations have been paid in full in cash. Guarantor waives any defense arising out of any such election by Lender;XXXXXXX, even though such election operates to impair or extinguish any right of reimbursement, contribution, indemnification or subrogation or other right or remedy of Guarantor against Grant Recipient, any other guarantor of the Guaranteed Obligations or any other party or any security. (c) Guarantor has adequate means to obtain from Grant Recipient on an ongoing basis information relating thereto and Grant Recipient’s ability to perform its obligations under the Agreement, and agrees to assume the responsibility for keeping, and to keep, so informed for so long as this Guaranty is in effect. (d) Any defense based upon an election of remedies by Lender; (e) Any right or claim of right to cause a marshalling Guarantor warrants and agrees that each of the assets waivers set forth in Section 2 and in this Section 4 is made with full knowledge of Guarantor; (f) Any principle or provision its significance and consequences and that if any of law, statutory or otherwise, which is or might such waivers are determined to be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender contrary to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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 Loan; (k) 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case applicable law or otherwise) of any jurisdiction whatsoeverpublic policy, now or hereafter in effect, which may such waivers shall be or become applicable, shall operate or be interpreted effective only to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;maximum extent permitted by applicable law.

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 Borrower or any Borrower Party 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; notice 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 limiting the generality of the foregoing, 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 Borrower protest, demand, nonpayment, nonperformance and dishonor or any Borrower Partyand all agreements, Lendernotes or other obligations signed, any endorser accepted, endorsed or creditor assigned to or by Caterpillar Financial or agreed to between Obligor and Caterpillar Financial; (d) notice of Borrower or any Borrower Party or of Guarantor or on the part of any other person whomsoever under this adverse change in Obligor's financial condition 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 marshalling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, fact which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 of Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of the Borrower, the Borrower Parties, of the condition of the Property and of ; (e) any and all circumstances bearing on rights in and notices or demands relating to any Equipment, including without limitation, all rights, notices, advertisements or demands relating, whether directly or indirectly, to the risk foreclosure, sale or other disposition of any or all such Equipment or the manner of such sale or other disposition; (f) any claim, right or remedy which Guarantor may now have or hereafter acquire against the Obligor that liability may be incurred arises hereunder and/or from the performance by Guarantor hereunder; 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 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; (g) notice of any default by Obligor or any other person obligated in any manner for all or any portion of Obligor's Indebtedness and notice of any legal proceedings against such parties; (h) Any lack any right of notice of disposition or of manner of disposition of contribution from any collateral for the Loan; Other Obligors; (i) Any invalidity, irregularity or unenforceability, in whole or in part, of notice and hearing as to any one or more of the Loan Documents; prejudgment remedies; (j) Any any defense which is premised on an alleged lack of commercial reasonableness in dealing with the collateral consideration for the Loanobligation undertaken by Guarantor, including without limitation, any defense to the enforcement of this Guaranty based upon the timing of execution of this Guaranty and/or that the Guaranty had been executed after the execution date of any agreements evidencing the Indebtedness; (k) Any deficiencies in all exemptions and homestead laws; (l) any other demands and notices required by law; (m) all setoffs and counterclaims against Caterpillar Financial and/or Obligor; (n) any defense based on 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 or indemnified against; (1) An assertion or claim that Guarantor's liabilities and obligations exceed or are more burdensome than those of Obligor; (o) any defense which the automatic stay provided by 11 U.S.C. §362 (arising upon Obligor may assert or be able to assert on the voluntary underlying Indebtedness or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicableasserted by Guarantor, shall operate or be interpreted including but not limited to stay(i) breach of warranty, interdict(ii) fraud, condition(iii) statute of frauds, reduce or inhibit the ability (iv) infancy, (v) statute of Lender to enforce any of its rightslimitations, whether now or hereafter required(vi) lender liability (vii) accord and satisfaction, which Lender may have against Guarantor or the collateral for the Loan;(viii) payment and/or (ix) usury.

Waivers by Guarantor. To the extent permitted by law(a) Except as set forth in Section 1, Guarantor hereby waives and agrees not to assert or take advantage of: (a) Any right to require Lender to proceed against Borrower or any Borrower Party or any other person or to proceed against or exhaust any security held the fullest extent permitted 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, applicable law notice of nonpayment, protest, notice acceptance of protest this Guaranty and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring incurrence of any new or additional indebtedness liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, demand for performance, protest, notice of dishonor or obligation nonpayment of any such liabilities, suit or taking of other action by NYSERDA against, and any other notice to, any party liable thereon (including Guarantor, any other guarantor or Seller) and Guarantor further hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice or proof of reliance by NYSERDA upon this Guaranty, and the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, modified, supplemented or waived, in reliance upon this Guaranty. (b) Guarantor waives any right to require NYSERDA to: (i) proceed against Seller, any other guarantor of the Guaranteed Obligations or any other party; (ii) file or enforce a claim in any bankruptcy or other proceeding with respect to any person; and (iii) pursue any remedy in NYSERDA’s power whatsoever. Guarantor waives any and all defenses based on or arising out of any defense of Seller, any other guarantor of the Guaranteed Obligations or any other party, including, without limitation, (1) defenses arising from the bankruptcy, insolvency, dissolution or liquidation of the Seller, or any injunction, stay or similar action in any bankruptcy, insolvency or other proceeding barring or limiting payment of any Guaranteed Obligation by the Seller; (2) defenses relating to the power or authority of the Seller to enter into the Agreement, and to perform the Guaranteed Obligations thereunder, including, without limitation, any lack or limitation of status or of power, or any incapacity or disability, of the Seller, or of any action other guarantor or obligor in respect of any Guaranteed Obligation, or any change whatsoever in the (c) capital structure, constitution or business of the Seller; (3) defenses arising from any release or amendment or waiver of, or consent to departure from, any other guarantee or support document, or any exchange, release or non-action on the part of Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party or of Guarantor or on the part perfection of any other person whomsoever under this collateral, for any Guaranteed Obligation; and (4) defenses arising from any event or circumstance constituting fraud in the inducement or any other instrument similar event or circumstance; except that such waiver shall not include a defense of the Seller arising from (i) payment in connection with cash of the Guaranteed Obligations, or (ii) Seller’s entitlement to a refund of all or a portion of the Contract Security pursuant to the terms of Section 15.07 of the Agreement. NYSERDA may, at its election, exercise any obligation right or evidence remedy it may have against Seller or any other party, or any security, without affecting or impairing in any way the liability of indebtedness held Guarantor hereunder except to the extent the Guaranteed Obligations have been paid in cash (by Lender;Guarantor, Seller and/or another party) or the Guaranty Capped Value has been paid in full in cash by Guarantor or Seller. Guarantor waives any defense arising out of any such election by NYSERDA, even though such election operates to impair or extinguish any right of reimbursement, contribution, indemnification or subrogation or other right or remedy of Guarantor against Seller, any other guarantor of the Guaranteed Obligations or any other party or any security. (d) Any defense based Guarantor has knowledge and assumes all responsibility for being and keeping itself informed of Seller’s affairs and assets and of all other circumstances bearing upon the likelihood of events giving rise to NYSERDA’s right to retain the amounts of the Contract Security in accordance with the terms of the Agreement, and has adequate means to obtain from Seller on an election of remedies by Lender;ongoing basis information relating thereto and Sellers ability to perform its obligations under the Agreement, and agrees to assume the responsibility for keeping, and to keep, so informed for so long as this Guaranty is in effect. (e) Any right or claim of right to cause a marshalling Guarantor warrants and agrees that each of the assets waivers set forth in Section 2 and in this Section 4 is made with full knowledge of Guarantor; (f) Any principle or provision its significance and consequences and that if any of law, statutory or otherwise, which is or might such waivers are determined to be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender contrary to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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 Loan; (k) 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case applicable law or otherwise) of any jurisdiction whatsoeverpublic policy, now or hereafter in effect, which may such waivers shall be or become applicable, shall operate or be interpreted effective only to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;maximum extent permitted by applicable law.

Waivers by Guarantor. To the extent permitted by law, -------------------- Guarantor hereby waives and agrees not to assert or take advantage of:of (as a defense or otherwise): (a) Any right to require Lender CHE to proceed against Borrower or any Borrower Party Paradise or any other person or to proceed against or exhaust any security held by Lender CHE at any time or to pursue any other remedy in Lender’s CHE'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 authority of any other person or persons or the failure of Lender CHE 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 limiting 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 on the part of Borrower or any Borrower PartyParadise, LenderCHE, any endorser or creditor of Borrower or any Borrower Party Paradise or of Guarantor or on the part of any other person whomsoever under this or any other instrument in connection with any payment obligation or evidence of indebtedness of Paradise held by LenderCHE, or the lack of any thereof; (d) Any defense based upon an election of remedies by LenderCHE; (e) Any right or claim of or right to cause a marshalling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender CHE to disclose to Guarantor any facts Lender CHE may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the PropertyParadise, regardless of whether Lender CHE 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 the Borrower, the Borrower Parties, of the condition of the Property Paradise and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (hg) Any lack of notice of disposition or of manner of disposition of any collateral Collateral; (h) Failure to properly record any document or any other lack of due diligence by CHE in collection, protection or realization upon any Collateral or in obtaining reimbursement or performance from any person or entity now or hereafter liable for the LoanLoan Documents or any payment obligation secured thereby; (i) Any invalidity, irregularity sale or unenforceability, in whole or in part, of any one or more assignment by Paradise of the Loan DocumentsCollateral, or any portion thereof or interest therein, whether or not consented to by CHE; (j) Any lack of commercial reasonableness in dealing with any of the collateral for Collateral except with respect to CHE's possession of the LoanFranchisee Notes which shall be maintained in a commercially reasonably manner; (k) 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (S)362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower PartyParadise) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender CHE to enforce any of its rights, whether now or hereafter required, which Lender CHE may have against Guarantor or the collateral for Collateral; (l) Any modifications of the LoanLoan Documents or any obligation of Paradise relating to the Note by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; (m) The release of Paradise or of any other person or entity from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law; (n) Any action, occurrence, event or matter consented to by Guarantor under Section 4(d) hereof, under any other provision 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) Any right to require Lender to proceed against Borrower notice of acceptance of this Guaranty by Kellxxxxx, xx of the creation, renewal or accrual of any Borrower Party liability of Banner, present or future, or of 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 person, protest thereof and notice of its dishonor to any party thereto and to Guarantor; (d) any defense arising by virtue of (i) the lack of authority of Guarantor or to proceed against other party, or exhaust any security held revocation hereof by Lender at any time Guarantor or to pursue any other remedy in Lender’s power party, or under any other agreement before proceeding against Guarantor hereunder; (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 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 ; (e) any thereof, including, without limiting 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 on the part of Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party 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 marshalling any of the assets Kellxxxxx Xxxemnified Parties which destroys or otherwise impairs the subrogation rights of Guarantor; Guarantor or the 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 Agreement; (g) Any 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 Borrower or the Borrower Parties or the Collateral or the PropertyBanner, 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 Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (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 one or more of the Loan Documents; (j) Any lack of commercial reasonableness in dealing with the collateral for the Loan; (k) 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;guaranteed.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby expressly waives and agrees not to assert or take advantage of:of and hereby agrees that neither Lender’s rights or remedies nor Guarantor’s obligations under the terms of this Agreement shall be released, diminished, impaired, reduced or affected by any one or more of the following events, actions, facts, or circumstances, and the liability of Guarantor under this Agreement shall be absolute and unconditional irrespective of (and Guarantor hereby waives any rights or protections related to): (ai) Any any right to require Lender to proceed against any Individual Borrower or any Borrower Party 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; (bii) Any the defense of the statute of limitations in any action hereunder; (iii) 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; (civ) Demanddemand, presentment for payment, notice of nonpayment, protest, notice of protest protest, notice of dishonor and all other notices of any kind, or the lack of any thereof, including, without limiting 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 on the part of Borrower or any Borrower PartyIndividual Borrower, Lender, any endorser or creditor of any Individual Borrower or any Borrower Party 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; (dv) Any any defense based upon an election of remedies by Lender; (evi) Any any right or claim of or right to cause a marshalling of the assets of Guarantor; (fvii) Any any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (gviii) Any any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about any Individual Borrower or the Borrower Parties or the Collateral or any of the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (hix) Any any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (ix) Any any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (jxi) Any any lack of commercial reasonableness in dealing with the collateral for the Loan; (kxii) Any 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 or indemnified againstguaranteed; (1xiii) An any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Partyany Individual Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter requiredacquired, which Lender may have against Guarantor or the collateral for the Loan; (xiv) any modifications of the Loan Documents or any obligation of any Individual Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; (xv) any limitation of liability or recourse in any other Loan Document or arising under any law; (xvi) any claim or defense that this Agreement was made without consideration or is not supported by adequate consideration; (xvii) the taking or accepting of any other security or guaranty for, or right of recourse with respect to, any or all of the Guaranteed Obligations; (xviii) any homestead exemption or any other similar exemption under applicable Legal Requirements; (xix) any release, surrender, abandonment, exchange, alteration, sale or other disposition, subordination, deterioration, waste, failure to protect or preserve, impairment, or loss of, or any failure to create or perfect any lien or security interest with respect to, or any other dealings with, any collateral or security at any time existing or purported, believed or expected to exist in connection with any or all of the Guaranteed Obligations, including any impairment of Guarantor’s recourse against any Person or collateral; (xx) whether express or by operation of law, any partial release of the liability of Guarantor hereunder, or if one or more other guaranties are now or hereafter obtained by Lender covering all or any part of the Guaranteed Obligations, any complete or partial release of any one or more of such guarantors under any such other guaranty, or any complete or partial release or settlement of Borrower or any other party liable, directly or indirectly, for the payment or performance of any or all of the Guaranteed Obligations; (xxi) the death, insolvency, bankruptcy, disability, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power of any Individual Borrower or any other party at any time liable for the payment or performance of any or all of the Guaranteed Obligations; (xxii) either with or without notice to or consent of Guarantor: any renewal, extension, modification or rearrangement of the terms of any or all of the Guaranteed Obligations and/or any of the Loan Documents; (xxiii) any neglect, lack of diligence, delay, omission, failure, or refusal of Lender to take or prosecute (or in taking or prosecuting) any action for the collection or enforcement of any of the Guaranteed Obligations, or to foreclose or take or prosecute any action to foreclose (or in foreclosing or taking or prosecuting any action to foreclose) upon any security therefor, or to exercise (or in exercising) any other right or power with respect to any security therefor, or to take or prosecute (or in taking or prosecuting) any action in connection with any Loan Document, or any failure to sell or otherwise dispose of in a commercially reasonable manner any collateral securing any or all of the Guaranteed Obligations; (xxiv) any failure of Lender to notify Guarantor of any creation, renewal, extension, rearrangement, modification, supplement, subordination, or assignment of the Guaranteed Obligations or any part thereof, or of any Loan Document, or of any release of or change in any security, or of any other action taken or refrained from being taken by Lender against any Individual Borrower or any security or other recourse, or of any new agreement between Lender and any Individual Borrower, it being understood that Lender shall not be required to give Guarantor any notice of any kind under any circumstances with respect to or in connection with the Guaranteed Obligations (except any notice expressly required to be delivered to Guarantor herein or in the other Loan Documents), any and all rights to notice Guarantor may have otherwise had being hereby waived by Guarantor; (xxv) if for any reason that Lender is required to refund any payment by any Borrower to any other party liable for the payment or performance of any or all of the Guaranteed Obligations or pay the amount thereof to someone else; (xxvi) the making of advances by Lender to protect its interest in any Property, preserve the value of any Property or for the purpose of performing any term or covenant contained in any of the Loan Documents; (xxvii) the existence of any claim, counterclaim, set off, recoupment, reduction or defense based upon any claim or other right that Guarantor may at any time have against Borrower, Lender, or any other Person, whether or not arising in connection with this Agreement, the Note, the Loan Agreement, or any other Loan Document; (xxviii) the unenforceability of all or any part of the Guaranteed Obligations against any Individual Borrower, whether because the Guaranteed Obligations exceed the amount permitted by law or violate any usury law, or because the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or because the officers or Persons creating same acted in excess of their authority, or because of a lack of validity or enforceability of or defect or deficiency in any of the Loan Documents, or because Borrower has any valid defense, claim or offset with respect thereto, or because Borrower’s obligation ceases to exist by operation of law, or because of any other reason or circumstance, it being agreed that Guarantor shall remain liable hereon regardless of whether any Individual Borrower or any other Person be found not liable on the Guaranteed Obligations, or any part thereof, for any reason (and regardless of any joinder of any Individual Borrower or any other party in any action to obtain payment or performance of any or all of the Guaranteed Obligations); (xxix) any order, ruling or plan of reorganization emanating from proceedings under any bankruptcy or similar insolvency laws with respect to any Individual Borrower or any other Person, including any extension, reduction, composition, or other alteration of the Guaranteed Obligations, whether or not consented to by Lender; (xxx) any partial or total transfer, pledge and/or reconstitution of any Individual Borrower and/or any direct or indirect owner of any Individual Borrower (regardless of whether the same is permitted under the Loan Documents); (xxxi) any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time, including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or Person whatsoever; (xxxii) any rights of sovereign immunity and any other similar and/or related rights; (xxxiii) any other circumstance that may constitute a defense of Borrower or Guarantor hereunder and/or under the other Loan Documents; (xxxiv) any right and/or requirement of or related to default, nonperformance, intent to accelerate, acceleration, existence of a default of the Obligations and/or any amendment or modification of the Obligations; and (xxxv) any action, occurrence, event or matter consented to by Guarantor under Section 4(h) hereof, under any other 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: (a) Any any right to require Lender to proceed against Borrower or any Borrower Party 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 (b) Any 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) Demanddemand, 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 limiting 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 Borrower or any Borrower PartyBorrowers, Lender, any endorser or creditor of Borrower or any Borrower Party 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 any defense based upon an election of remedies by Lender; (e) Any any right or claim of right to cause a marshalling of the assets of Guarantor; (f) Any any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this AgreementGuaranty; (g) Any any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower Borrowers or any the Borrower Parties or property secured by the Collateral or the PropertyMortgages, 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 the Borrower, the Borrower PartiesBorrowers, of the condition of the Property property secured by the Mortgages and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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; (ji) Any any lack of commercial reasonableness in dealing with the collateral for the LoanLoans; (kj) Any 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 or indemnified againstguaranteed; (1k) An an assertion or claim that the automatic stay provided by 11 U.S.C. §§ 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower PartyBorrowers) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now existing or hereafter requiredacquired, which Lender may have against Guarantor or the collateral for the Loan;Loans; and (l) any modifications of the Loan Documents or any obligation of Borrowers relating to the Loans by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby expressly waives and agrees not to assert or take advantage of:of and hereby agrees that neither Lender’s rights or remedies nor Guarantor’s obligations under the terms of this Agreement shall be released, diminished, impaired, reduced or affected by any one or more of the following events, actions, facts, or circumstances, and the liability of Guarantor under this Agreement shall be absolute and unconditional irrespective of (and Guarantor hereby waives any rights or protections related to): (ai) Any any right to require Lender to proceed against any Individual Borrower or any Borrower Party 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; (bii) Any the defense of the statute of limitations in any action hereunder; (iii) 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; (civ) Demanddemand, presentment for payment, notice of nonpayment, protest, notice of protest protest, notice of dishonor and all other notices of any kind, or the lack of any thereof, including, without limiting 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 on the part of Borrower or any Borrower PartyIndividual Borrower, Lender, any endorser or creditor of any Individual Borrower or any Borrower Party 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; (dv) Any any defense based upon an election of remedies by Lender; (evi) Any any right or claim of or right to cause a marshalling of the assets of Guarantor; (fvii) Any any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (gviii) Any any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or any Individual Borrower, the Collateral or any of the Property, 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 the Borrower, the Borrower Parties, of the condition of the Collateral and the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (hix) Any any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (ix) Any any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (jxi) Any any lack of commercial reasonableness in dealing with the collateral for the Loan; (kxii) Any 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 or indemnified againstguaranteed; (1xiii) An any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Partyany Individual Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter requiredacquired, which Lender may have against Guarantor or the collateral for the Loan; (xiv) any modifications of the Loan Documents or any obligation of any Individual Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; (xv) any limitation of liability or recourse in any other Loan Document or arising under any law; (xvi) any claim or defense that this Agreement was made without consideration or is not supported by adequate consideration; (xvii) the taking or accepting of any other security or guaranty for, or right of recourse with respect to, any or all of the Guaranteed Obligations; (xviii) any homestead exemption or any other similar exemption under applicable Legal Requirements; (xix) any release, surrender, abandonment, exchange, alteration, sale or other disposition, subordination, deterioration, waste, failure to protect or preserve, impairment, or loss of, or any failure to create or perfect any lien or security interest with respect to, or any other dealings with, any collateral or security at any time existing or purported, believed or expected to exist in connection with any or all of the Guaranteed Obligations, including any impairment of Guarantor’s recourse against any Person or collateral; (xx) whether express or by operation of law, any partial release of the liability of Guarantor hereunder, or if one or more other guaranties are now or hereafter obtained by Lender covering all or any part of the Guaranteed Obligations, any complete or partial release of any one or more of such guarantors under any such other guaranty, or any complete or partial release or settlement of Borrower or any other party liable, directly or indirectly, for the payment or performance of any or all of the Guaranteed Obligations; (xxi) the death, insolvency, bankruptcy, disability, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power of any Individual Borrower or any other party at any time liable for the payment or performance of any or all of the Guaranteed Obligations; (xxii) either with or without notice to or consent of Guarantor: any renewal, extension, modification or rearrangement of the terms of any or all of the Guaranteed Obligations and/or any of the Loan Documents; (xxiii) any neglect, lack of diligence, delay, omission, failure, or refusal of Lender to take or prosecute (or in taking or prosecuting) any action for the collection or enforcement of any of the Guaranteed Obligations, or to foreclose or take or prosecute any action to foreclose (or in foreclosing or taking or prosecuting any action to foreclose) upon any security therefor, or to exercise (or in exercising) any other right or power with respect to any security therefor, or to take or prosecute (or in taking or prosecuting) any action in connection with any Loan Document, or any failure to sell or otherwise dispose of in a commercially reasonable manner any collateral securing any or all of the Guaranteed Obligations; (xxiv) any failure of Lender to notify Guarantor of any creation, renewal, extension, rearrangement, modification, supplement, subordination, or assignment of the Guaranteed Obligations or any part thereof, or of any Loan Document, or of any release of or change in any security, or of any other action taken or refrained from being taken by Lender against any Individual Borrower or any security or other recourse, or of any new agreement between Lender and any Individual Borrower, it being understood that Lender shall not be required to give Guarantor any notice of any kind under any circumstances with respect to or in connection with the Guaranteed Obligations (except any notice expressly required to be delivered to Guarantor herein or in the other Loan Documents), any and all rights to notice Guarantor may have otherwise had being hereby waived by Guarantor; (xxv) if for any reason that Lender is required to refund any payment by any Borrower to any other party liable for the payment or performance of any or all of the Guaranteed Obligations or pay the amount thereof to someone else; (xxvi) the making of advances by Lender to protect its interest in the Collateral preserve the value of the Collateral or any Property or for the purpose of performing any term or covenant contained in any of the Loan Documents; (xxvii) the existence of any claim, counterclaim, set off, recoupment, reduction or defense based upon any claim or other right that Guarantor may at any time have against Borrower, Lender, or any other Person, whether or not arising in connection with this Agreement, the Note, the Loan Agreement, or any other Loan Document; (xxviii) the unenforceability of all or any part of the Guaranteed Obligations against any Individual Borrower, whether because the Guaranteed Obligations exceed the amount permitted by law or violate any usury law, or because the act of creating the Guaranteed Obligations, or any part thereof, is ultra xxxxx, or because the officers or Persons creating same acted in excess of their authority, or because of a lack of validity or enforceability of or defect or deficiency in any of the Loan Documents, or because Borrower has any valid defense, claim or offset with respect thereto, or because Borrower’s obligation ceases to exist by operation of law, or because of any other reason or circumstance, it being agreed that Guarantor shall remain liable hereon regardless of whether any Individual Borrower or any other Person be found not liable on the Guaranteed Obligations, or any part thereof, for any reason (and regardless of any joinder of any Individual Borrower or any other party in any action to obtain payment or performance of any or all of the Guaranteed Obligations); (xxix) any order, ruling or plan of reorganization emanating from proceedings under any bankruptcy or similar insolvency laws with respect to any Individual Borrower or any other Person, including any extension, reduction, composition, or other alteration of the Guaranteed Obligations, whether or not consented to by Lender; (xxx) any partial or total transfer, pledge and/or reconstitution of any Individual Borrower and/or any direct or indirect owner of any Individual Borrower (regardless of whether the same is permitted under the Loan Documents); (xxxi) any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time, including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or Person whatsoever; (xxxii) any rights of sovereign immunity and any other similar and/or related rights; (xxxiii) any other circumstance that may constitute a defense of Borrower or Guarantor hereunder and/or under the other Loan Documents; (xxxiv) any right and/or requirement of or related to default, nonperformance, intent to accelerate, acceleration, existence of a default of the Obligations and/or any amendment or modification of the Obligations; and (xxxv) any action, occurrence, event or matter consented to by Guarantor under Section 4(h) hereof, under any other 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: (a) Any Guarantor waives any right to require Lender to to: (i) proceed against Borrower or any Borrower Party or any other person or to guarantor, (ii) proceed against or exhaust any security held by Lender at any time or to collateral for the Loan (collectively, the "COLLATERAL"), (iii) pursue any other remedy in Lender’s 's power whatsoever, or (iv) notify Guarantor of any default by Borrower in the payment of any amounts due under the Loan Documents or in the performance of any other agreement before proceeding against Guarantor hereunder;of Borrower under the Loan Documents. (b) Any Guarantor 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 Borrower, (ii) any lack of authorityauthority of 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 Lender, (iv) the failure of Lender to file perfect or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) maintain perfection of any other person or persons; security interest in any Collateral, (cv) Demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of the cessation from any kind, or the lack of any thereof, including, without limiting the generality cause whatsoever of the foregoingliability of Borrower, notice of (vi) that the existence, creation Loan Documents shall be void or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of voidable as against Borrower or any Borrower Partyof Borrower's creditors, Lenderincluding a trustee in bankruptcy of Borrower, by reason of any endorser fact or creditor circumstance, (vii) the delay or failure of Lender to exercise any of its rights and remedies against the Borrower or any Borrower Party collateral or of Guarantor or on security for the part of any other person whomsoever under this Note, Mortgage or any of the other instrument Loan Documents or this Guaranty, (viii) any event or circumstance which might otherwise constitute a legal or equitable discharge of Guarantor's obligations hereunder; provided, however, that Guarantor does not waive any defense arising from the due performance by Borrower of the terms and conditions of the Loan Documents, (ix) all errors and omissions in connection with the Lender's administration of all indebtedness guaranteed by this Agreement, except errors and omissions resulting from Lender's acts of bad faith, (x) 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 marshalling marshaling of the assets of the Borrower or any other guarantor, (xi) any act or omission of the Lender (except acts or omissions in bad faith) which changes the scope of Guarantor;'s risk hereunder, and (xii) all other notices and demands otherwise required by law which the Guarantors may lawfully waive. (c) 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 performed by Borrower, Guarantor waives (i) any right to enforce any remedy which Lender now has or may hereafter' have against Borrower, and (ii) any benefit of, and any right to participate in, any security now or hereafter held by Lender. (d) Guarantor waives all presentments, demands for performance, notices of nonperformance, nonpayment or nonobservance or any notice of acceptance of this Guaranty or any other notice or demand to which Guarantor might otherwise be entitled, including without limitation, notices of protests, notices of dishonor, and notices of acceptances of this Guaranty and any other notice with respect to the Note, the Mortgage or any of the other Loan Documents and notice thereof, notice of default under the Note, Mortgage or any of the other Loan Documents, and all other notices to which Guarantor may otherwise be entitled. (e) Guarantor waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof. (f) Any principle or provision of lawGUARANTOR WAIVES ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS, statutory or otherwiseDEFENSES, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the PropertyCOUNTERCLAIMS AND SUITS OF ANY KIND ARISING FROM OR RELATING TO THIS GUARANTY. GUARANTOR ACKNOWLEDGES THAT THIS IS A WAIVER OF A LEGAL RIGHT AND THAT IT MAKES THIS WAIVER VOLUNTARILY AND KNOWINGLY, 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 GuarantorAFTER CONSULTING WITH ITS LEGAL COUNSEL. GUARANTOR AGREES THAT ALL SUCH CLAIMS, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of the BorrowerDEFENSES, the Borrower PartiesCOUNTERCLAIMS AND SUITS SHALL BE TRIED BEFORE A JUDGE, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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 Loan; (k) 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;NOT A JURY. THIS WAIVER OF JURY TRIAL IS EXPRESSLY ACKNOWLEDGED TO BE AN ESSENTIAL INDUCEMENT FOR LENDER TO EXTEND CREDIT TO BORROWER.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of: waives, for the benefit of Lenders: (a) Any any right to require Lender Lenders, as a condition of payment or performance by Guarantor, to (i) proceed against Borrower or the Company, any Borrower Party other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other person or to 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 hereunder; of Lenders whatsoever; (b) Any 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 persons; 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 limiting the generality respects more burdensome than that 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 on the part of Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party 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; principal; (d) Any any defense based upon an election Lenders’ errors or omissions in the administration of remedies by Lender;the Guaranteed Obligations, except behavior which amounts to willful misconduct, gross negligence or bad faith; (e) (ei) Any right any principles or claim of right to cause a marshalling of the assets of Guarantor; (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 Agreement; 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 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 now defenses or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 financial condition of the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantor hereunder; (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 invalidityexonerate guarantors or sureties, 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 which may conflict with the collateral for the Loan; (k) 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;terms hereof.

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 Borrower or any Borrower Party 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; (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 limiting 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 on the part of Borrower or any Borrower PartyBorrowers, Lender, any endorser or creditor of Borrower or any Borrower Party of the 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 marshalling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower Borrowers or the Borrower Parties or the Collateral or the PropertyProperties, 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 the Borrower, the Borrower PartiesPayment Guaranty Berkadia Loan No. 00-0000000 & 00-0000000 Borrowers, of the condition of the Property Properties and of any and all circumstances bearing on the risk that liability may be incurred by any Guarantor 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 Loan; (k) 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 or indemnified against; (1l) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Partyany of the Borrowers) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan; (m) Any modifications of the Loan Documents or any obligation of Borrowers relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (n) Any action, occurrence, event or matter consented to by Guarantor under Section 6(g) hereof, under any other 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: (a) Any right to require Administrative Agent or any Lender to proceed against Borrower or any Borrower Party or any other person or to proceed against or exhaust any security held by Administrative Agent or any Lender at any time or to pursue any other remedy in Administrative Agent’s or any Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) The defense of the statute of limitations in any action hereunder; (c) 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 Administrative Agent, on behalf of itself and Lenders, to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (cd) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting 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 on the part of Borrower or Borrower, Administrative Agent, any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party 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 Administrative Agent or any Lender; (de) Any defense based upon an election of remedies by Administrative Agent or any Lender; (ef) Any right or claim of right to cause a marshalling of the assets of Guarantor; (fg) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this AgreementGuaranty; (gh) Any duty on the part of Administrative Agent or any Lender to disclose to Guarantor any facts Administrative Agent or such Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, regardless of whether Administrative Agent or such 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (hi) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (ij) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (jk) Any To the extent permitted by law, lack of commercial reasonableness in dealing with the collateral for the Loan; (kl) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Administrative Agent or any 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 or indemnified againstguaranteed; (1m) An Any assertion or claim that the automatic stay provided by 11 U.S.C. §§ 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower PartyBorrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Administrative Agent or any Lender to enforce any of its rights, whether now or hereafter required, which Administrative Agent or any such Lender may have against Guarantor or the collateral for the Loan; (n) 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 the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and (o) Any action, occurrence, event or matter consented to by Guarantor under Section 7(i) hereof, under any other provision hereof, or otherwise. In addition, Guarantor expressly agrees that Guarantor shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security interest securing the Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantor hereby irrevocably waives reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantor’s obligations and liabilities hereunder.

Waivers by Guarantor. To Guarantor waives, for the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of: benefit of Cat Financial: (a) Any right to require Lender to proceed against Borrower or any Borrower Party 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; notice 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 limiting the generality of the foregoing, 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 by Cat Financial or agreed to between Borrower and Cat Financial; (d) notice of any action or non-action on the part of Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party or of Guarantor or on the part of any other person whomsoever under this adverse change in Borrower’s financial condition 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 marshalling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, fact which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that of Guarantor; (e) any and all rights in and notices or 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 any or all such Equipment or the manner of such sale or other disposition; (f) any claim, right or remedy which Guarantor intends 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 subrogation, 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 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 the Borrower, the Borrower Partieswhether or not such claim, of the condition of the Property and right or remedy arises in equity, under contract (express or implied), by statute, under common law or otherwise; (g) 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 Guarantor hereunder; notice of any legal proceedings against such parties; (h) Any lack any right of notice of disposition contribution from any other guarantor or of manner of disposition of any collateral for the Loan; guarantors, endorsers and/or sureties; (i) Any invalidity, irregularity or unenforceability, in whole or in part, of notice and hearing as to any one or more of the Loan Documents; prejudgment remedies; (j) Any any defense which is premised on an alleged lack of commercial reasonableness in dealing with consideration of the collateral for obligation undertaken by Guarantor, including without limitation, any defense to the Loan; enforcement of this Agreement based upon the timing of execution of this Agreement and/or that the Agreement had been executed after the execution date of any agreements evidencing the Indebtedness; (k) Any deficiencies in all exemptions and homestead laws; (l) any other demands and notices required by law; (m) all setoffs and counterclaims against Cat Financial and/or Borrower; (n) any defense based on 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 or indemnified against; (1) An assertion or claim that Guarantor’s liabilities and obligations exceed or are more burdensome than those of Borrower; (o) any defense which the automatic stay provided by 11 U.S.C. §362 (arising upon Borrower may assert or be able to assert on the voluntary underlying Indebtedness or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicableasserted by Guarantor, shall operate or be interpreted including but not limited to stay(i) breach of warranty, interdict(ii) fraud, condition(iii) statute of frauds, reduce or inhibit the ability (iv) infancy, (v) statute of Lender to enforce any of its rightslimitations, whether now or hereafter required(vi) lender liability, which Lender may have against Guarantor or the collateral for the Loan;(vii) accord and satisfaction, (viii) payment and/or (ix) usury.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of: of the following: (a) Any any right to require Lender an Indemnified Party (i) to proceed against Borrower or any Borrower Party 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 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 persons; Person; (c) Demandany 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 limiting the generality of the foregoinglimitation, 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 or any Borrower PartyBorrower, Lender, any endorser or creditor of Borrower or any Borrower Party or of Guarantor or on the part of any other person Person whomsoever under this Agreement or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; Loan Document; (d) Any any defense based upon an election of remedies remedies, splitting a cause of action or merger of judgments by Lender; any Indemnified Party; (e) Any any right or claim of right to cause a marshalling of the assets of Guarantor; ; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; {reserved]; (g) Any 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 Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all other circumstances bearing on the risk that liability may be incurred by Guarantor 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; ; (ji) Any any lack of commercial reasonableness in dealing with the collateral Collateral for the Loan; ; (kj) Any 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 or indemnified against; guaranteed; (1k) An 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 a Borrower PartyGuarantor) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now existing or hereafter requiredacquired, which Lender may have against Guarantor 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 the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, 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 (whether statutory, common law, case law, or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any rights of Lender against Borrower or Guarantor by virtue of this Agreement 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 Borrower, any separate entity that makes up Borrower or, if Borrower is a limited liability company, any member of Borrower or any Borrower Party other indemnitor or guarantor of the indebtedness and obligations guaranteed hereby 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 's power or under any other agreement before proceeding proceedings against Guarantor hereunder; (b) The defense of the statute of limitations in any action hereunder; (c) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons entity or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceedingproceedings) of any other person or personsentity; (cd) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kindkind (except to the extent expressly provided in the Loan Documents), or the lack of any thereof, including, without limiting 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 on the part of Borrower or any Borrower PartyBorrower, Lender, any endorser or creditor of Borrower or any Borrower Party or of Guarantor or on the part of any other person whomsoever or entity whatsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (di) Any defense based upon an election of remedies by Lender, even though such election (e.g., nonjudicial foreclosure with respect to any collateral held by Lender to secure repayment of the indebtedness evidenced by the Note) destroys or otherwise impairs the subrogation rights of Guarantor or the right of Guarantor (after payment of the obligations guaranteed by Guarantor under this Agreement) to proceed against Borrower for reimbursement, or both, and (ii) any and all rights or defenses Guarantor may have by reason of protection afforded to Borrower with respect to any of the obligations of Guarantor under this Agreement pursuant to the antideficiency or other laws of the State of Texas limiting or discharging Borrower's indebtedness; evidenced by the Note and secured, in part, by the Security Instrument; (ef) Any right or claim of or right to cause a marshalling marshaling of the assets of Guarantor; (fg) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (gh) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (hi) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (ij) 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 Loan; (k) 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 or indemnified againstguaranteed; (1l) An Any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower PartyBorrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its Lender's rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan; (m) 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 the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; (n) Any action, occurrence, event or matter consented to by Guarantor under Section 4(h) hereof, under any other provision hereof, or otherwise; (o) Any and all benefits and defenses under any applicable law which would limit Guarantor’s liability if Borrower had no liability at the time of execution of the Note, the Security Instrument or any other Loan Document, or thereafter ceases to be liable; (p) Any and all benefits and defenses under any applicable law which, if Guarantor had not given this waiver, would otherwise prohibit Guarantor’s liability from being larger in amount and more burdensome than that of Borrower; (q) Principles or provisions of law, statutory or otherwise, which might otherwise constitute a legal or equitable discharge of a surety or a guarantor; (r) Any right of discharge under any and all statutes or other laws relating to guarantors or sureties and any other rights of sureties and guarantors thereunder; and (s) Without limiting any of the foregoing, any and all rights Guarantor may have under, and any requirements imposed by (i) Chapter 34 of the Texas Business & Commerce Code, as amended, (ii) Section 17.001 of the Texas Civil Practice and Remedies Code, as amended, (iii) Rule 31 of the Texas Rules of Civil Procedure, as amended, and (iv) §§51.003, 51.004 and 51.005 of the Texas Property Code, as amended. Guarantor understands that the exercise by Lender of certain rights and remedies contained in the Security Instrument (such as a nonjudicial foreclosure sale) may affect or eliminate Guarantor’s right of subrogation against Borrower and that Guarantor may therefore incur a partially or totally nonreimbursable liability under this Agreement. Nevertheless, Guarantor hereby authorizes and empowers Lender to exercise, in its sole and absolute discretion, any right or remedy, or any combination thereof, which may then be available, since it is the intent and purpose of Guarantor that the obligations under this Agreement shall be absolute, independent and unconditional under any and all circumstances. Guarantor expressly waives to the maximum extent permitted by law any defense (which defense, if Guarantor had not given this waiver, Guarantor might otherwise have) to a judgment against Guarantor by reason of a nonjudicial foreclosure. Without limiting the generality of the foregoing, Guarantor hereby expressly waives, to the maximum extent permitted by law, any and all benefits under (i) any applicable laws which, if Guarantor had not given this waiver, would otherwise limit Guarantor’s liability after a nonjudicial foreclosure sale to the difference between the obligations of Guarantor under this Agreement and the fair market value of the property or interests sold at such nonjudicial foreclosure sale, (ii) any applicable laws which, if Guarantor had not given this waiver, would otherwise limit Lender's right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively, and (iii) any applicable laws which, if Guarantor had not given this waiver, among other things, would otherwise require Lender to exhaust all of its security before a personal judgment could be obtained for a deficiency. Notwithstanding any foreclosure of the lien of the Security Instrument, whether by the exercise of the power of sale contained in the Security Instrument, by an action for judicial foreclosure or by Lender's acceptance of a deed in lieu of foreclosure, Guarantor shall remain bound under this Agreement. Guarantor waives all rights and defenses that Guarantor may have because Borrower's obligations are secured by real property. This means, among other things: (1) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower or others; and (2) If Lender forecloses on any real property collateral pledged by Borrower or others: (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses that Guarantor may have because Borrower's obligations are secured by real property.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage ofwaives: (ai) Any right notice of acceptance of this Guaranty by Lender and of the creation, extension or renewal of any Liability to require Lender to proceed against Borrower which it relates and of any default by Borrower; (ii) notice of presentment, demand for payment, notice of dishonor or protest of any Borrower Party 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 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 limiting 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 on the part partner(s) of Borrower or any Borrower PartyGuarantor, Lender, any endorser or creditor of Borrower or any Borrower Party or of Guarantor Borrower, 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 marshalling reason of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender accession to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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, 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 Loan Documents; (j) Any lack principal or interest on any of commercial reasonableness in dealing with the collateral for the Loan; (k) Any deficiencies in the collateral for the Loan Liabilities is rescinded or any deficiency in the ability of must otherwise be restored or returned by 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary insolvency, bankruptcy or involuntary bankruptcy proceeding reorganization of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutoryBorrower, 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, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;all as though such payment had not been made.

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 Administrative Agent or the Lenders to proceed against Borrower or any Borrower Party or any other person or to proceed against or exhaust any security held by Lender Administrative Agent or Lenders at any time or to pursue any other remedy in LenderAdministrative Agent’s or Lenders’ power or under any other agreement before proceeding against Guarantor hereunder; (b) The defense of the statute of limitations in any action hereunder; (c) 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 Administrative Agent or the Lenders to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (cd) Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting 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 on the part of Borrower or Borrower, Administrative Agent, any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party 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 LenderAdministrative Agent or the Lenders; (de) Any defense based upon an election of remedies by LenderAdministrative Agent or the Lenders, including any election of remedies that destroys Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement; (ef) Any right or claim of or right to cause a marshalling of the assets of Guarantor; (fg) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (gh) Any duty on the part of Lender Administrative Agent or the Lenders to disclose to Guarantor any facts Lender Administrative Agent or the Lenders may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, regardless of whether Administrative Agent or any 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (hi) Any lack of notice of disposition or of manner of disposition of any collateral Collateral for the Loan; (ij) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (jk) Any To the extent permitted by law, lack of commercial reasonableness in dealing with the collateral Collateral for the Loan; (kl) Any deficiencies in the collateral for the Loan Collateral or any deficiency in the ability of Lender Administrative Agent or the Lenders 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 or indemnified againstguaranteed; (1m) An Any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower PartyBorrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender Administrative Agent to enforce any of its rights, whether now or hereafter required, which Lender Administrative Agent may have against Guarantor or any of the collateral Collateral for the Loan;; and (n) 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 the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise.

Waivers by Guarantor. To the extent permitted by law, Each Guarantor hereby waives and agrees not to assert or take advantage of: waives, for the benefit of Secured Parties: (a) Any any right to require Lender any Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrower or the Borrowers, any Borrower Party other guarantor (including any other guarantor) of the Guaranteed Obligations or any other person or to 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 hereunder; Secured Party whatsoever; (b) Any 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 persons; 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 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 limiting the generality respects more burdensome than that 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 on the part of Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party 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; principal; (d) Any any defense based upon an election any Secured Party’s errors or omissions in the administration of remedies by Lender;the Guaranteed Obligations, except behavior which amounts to gross negligence or willful misconduct; (e) (ei) Any right any principles or claim provisions under applicable Requirements of right to cause a marshalling of the assets of Guarantor; (f) Any principle or provision 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 Agreement; 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 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 now defenses or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 financial condition of the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred derived from or afforded by Guarantor hereunder; (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 invalidityexonerate guarantors or sureties, 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 which may conflict with the collateral for the Loan; (k) 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;terms hereof.

Waivers by Guarantor. To the extent permitted by law, The Guarantor hereby waives and agrees not to assert or take advantage of: (a) Any any right to require the Lender to to: (i) proceed against the Borrower or any Borrower Party or any other person or to guarantor, (ii) 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) Any 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 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 limiting 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 on the part of Borrower or any Borrower Partyof the Borrower’s creditors, Lenderincluding a trustee in bankruptcy of the Borrower, by reason of any endorser fact or creditor circumstance, (vii) the delay or failure of the Lender to exercise any of its rights and remedies against the Borrower or any 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 defense arising from the due performance by the Borrower Party or of Guarantor or on the part terms and conditions of any other person whomsoever under this or any other instrument the Loan Documents, (ix) all errors and omissions in connection with the Lender’s administration of all indebtedness guaranteed by this Guarantee, except errors and omissions resulting from the Lender’s acts of bad faith, (x) 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 marshalling marshaling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties any other guarantor, (xi) any act or the Collateral or the Property, 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 financial condition Lender (except acts or omissions in bad faith) that changes the scope of the 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 Loan Documents and the performance of all of the terms, covenants and conditions therein required to be kept, observed or performed by the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (h) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; waives (i) Any invalidityany right to enforce any remedy that the Lender now has or may hereafter have against the Borrower, irregularity or unenforceabilityand (ii) any benefit of, in whole or in partand any right to participate in, of any one or more of the Loan Documents; (j) Any lack of commercial reasonableness in dealing with the collateral for the Loan; (k) 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 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding statute of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of limitations affecting its rights, whether now or hereafter required, which Lender may have against Guarantor liability hereunder or the collateral for the Loan;enforcement thereof.

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 Borrower or of any Borrower Party or any other person or to proceed against or exhaust any security held by Lender and all defenses which at any time or to pursue any other remedy may be available in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) Any defense that may arise by reason respect of the incapacity, lack Guarantor’s obligations to the Bank hereunder by virtue of: (i) the statute of authority, death limitations in any action hereunder or disability for the collection or the performance of any other person or persons or of the Obligations; (ii) 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 limiting 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 on the part of Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party or of Guarantor or on the part of any other person whomsoever under this or any other instrument whomsoever, in connection with any obligation or evidence of indebtedness held by Lender; the Obligations; (diii) Any defense based upon an election of remedies by Lender; (e) Any right the Bank which destroys or claim of right to cause a marshalling otherwise impairs any subrogation rights of the assets Guarantor, the right of Guarantor; (f) Any principle or provision of lawthe Guarantor to proceed against any Transaction Party for reimbursement, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 right of the financial condition Guarantor to seek contribution from any co-guarantor, or all or any combination of such rights; (iv) the failure of the Borrower, the Borrower Parties, of the condition of the Property and of Bank to commence an action against any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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 Loan; (k) 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) Transaction Party or any other stay provided under Person; (v) any other debtor relief law (whether statutoryhomestead exemption, common lawvaluation, case stay, moratorium law or otherwise) of any jurisdiction whatsoever, other similar law now or hereafter in effect; (vi) any defense based on lack of due diligence by the Bank in collection, which protection or realization upon any collateral securing the Obligations; (vii) any and all rights the Guarantor may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter requiredhave 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 making demand upon, collecting from or taking action against the 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 any provision of any Transaction Documents, (ix) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty; and (x) any other legal or equitable defenses whatsoever to which Lender may have against Guarantor the Guarantor, or the collateral for the Loan;any of them, might otherwise be entitled.

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 of: (a) Any right to require Lender to proceed against Borrower protest of any of Borrower’s obligations or the obligation of any Borrower Party or 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 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 limiting 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 on the part partner(s) of Borrower or any Borrower PartyGuarantor, Lender, any endorser or creditor of Borrower or any Borrower Party or of Guarantor Borrower, 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 marshalling reason of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender accession to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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, 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 Loan Documents; (j) Any lack principal or interest on any of commercial reasonableness in dealing with the collateral for the Loan; (k) Any deficiencies in the collateral for the Loan Liabilities is rescinded or any deficiency in the ability of must otherwise be restored or returned by 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary insolvency, bankruptcy or involuntary bankruptcy proceeding reorganization of Borrower, or otherwise, all as though such payment had not been made. In any claim by the Lender against the Guarantor, the Guarantor may not claim or assert any set-off, counterclaim, claim or other right that either the Guarantor or the Borrower or a Borrower Party) may have against the Lender or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;person. Initials________ Initials________ Initials________

Waivers by Guarantor. To (a) The Guarantor warrants that it has adequate means to obtain from each Performance Party and the extent permitted by lawBorrower, on a continuing basis, information concerning the financial condition of such party, and that it is not relying on the Beneficiaries or any other Person to provide such information, now or in the future. The Guarantor hereby also irrevocably waives and agrees not to assert or take advantage ofall defenses: (a) Any right to require Lender to proceed against Borrower or any Borrower Party or any other person or to proceed against or exhaust any security held by Lender that at any time may be available in respect of the Performance Party Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or to pursue any other remedy similar law now or hereafter in Lender’s power effect or (b) that arise under any other agreement before proceeding against Guarantor hereunder;the law of suretyship, including impairment of collateral. (b) Any defense that may arise by reason The Beneficiaries (and their assigns) shall be at liberty, without giving notice to or obtaining the assent of the incapacityGuarantor and without relieving the Guarantor of any liability under this Guaranty, lack to deal with the Borrower and each Performance Party and with each other party who now is or after the date hereof becomes liable in any manner for any of authoritythe Secured Obligations and the Performance Party Obligations, death in such manner as the Beneficiaries in their reasonable discretion deems fit, and to this end the Guarantor agrees that the validity and enforceability of this Guaranty, including without limitation, the provisions of Article XIV hereof, shall not be impaired or disability affected by any of the following: (A) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Performance Party Obligations or the Secured Obligations or any part thereof or any agreement relating thereto at any time (except that any such extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Performance Party Obligations or the Secured Obligations, if duly granted or agreed to be granted in accordance with the Transaction Documents, shall be given effect in determining the extent of the Performance Party Obligations or Secured Obligations which the relevant Person is required to perform or cause to be performed); (B) any failure or omission to enforce any right, power or remedy with respect to the Performance Party Obligations or the Secured Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Performance Party Obligations or the Secured Obligations or any part thereof; (C) any waiver of any right, power or remedy or of the Maturity Date, any Servicer Termination Event, Amortization Event or Event of Default with respect to the Performance Party Obligations or the Secured Obligations or any part thereof or any agreement relating thereto (except that any such waiver, if duly granted, agreed to be granted or made in accordance with the Transaction Documents, shall be given effect in determining the extent of the Performance Party Obligations or the Secured Obligations (as applicable) which the Guaranty is required to perform or cause to be performed); (D) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or persons entity with respect to the Performance Party Obligations or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy Secured Obligations or any other proceedingpart thereof (except that any such release, surrender, compromise, settlement, waiver, subordination or modification, if duly granted, agreed to be granted or made in accordance with the Transaction Documents, shall be given effect in determining the extent of the Performance Party Obligations or the Secured Obligations which the Guaranty is required to perform or cause to be performed); (E) the enforceability, validity, binding effect, legality, subordination or disaffirmance of the Performance Party Obligations or the Secured Obligations or any part thereof or the genuineness, enforceability or validity or amendment, restatement, modification or supplement of, or waiver of compliance with, any agreement relating thereto or with respect to the Performance Party Obligations or the Secured Obligations or any part thereof; (F) the application of payments received from any source to the payment of any other person payment Performance Party Obligations or persons; the Secured Obligations or any part thereof or amounts which are not covered by this Guaranty even though the Beneficiaries (cor their assigns) Demand, presentment for payment, notice might lawfully have elected to apply such payments to any part or all of nonpayment, protest, notice of protest and all other notices the payment Performance Party Obligations or the Secured Obligations or to amounts which are not covered by this Guaranty; (G) the existence of any kindclaim, setoff or other rights which the Guarantor may have at any time against any Performance Party or the lack of Borrower in connection herewith or any thereof, including, without limiting the generality unrelated transaction; (H) any assignment or transfer of the foregoing, notice of Performance Party Obligations or the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower Secured Obligations or any Borrower Party, Lender, part thereof; or (I) any endorser or creditor of Borrower or any Borrower Party or of Guarantor or failure on the part of any other person whomsoever under this Performance Party or the Borrower to perform or comply with any term of any Transaction Document or any other instrument document executed in connection with therewith or delivered thereunder, in each case whether or not the Guarantor shall have had notice or knowledge of any obligation act or evidence of indebtedness held by Lender; omission referred to in the foregoing sections (dA) Any defense based upon an election of remedies by Lender; through (eI) Any right or claim of right to cause a marshalling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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 Loan; (k) 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;Article VIII(b).

Waivers by Guarantor. To (a) Guarantor hereby 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 Borrower or any Borrower Party 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; (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, applicable law notice of nonpayment, protest, notice acceptance of protest this Guaranty and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring incurrence of any new or additional indebtedness liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, demand for performance, protest, notice of dishonor or obligation nonpayment of any such liabilities, suit or taking of other action by NYSERDA against, and any other notice to, any party liable thereon (including Guarantor, any other guarantor or Grant Recipient) and Guarantor further hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice or proof of reliance by NYSERDA upon this Guaranty, and the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, modified, supplemented or waived, in reliance upon this Guaranty. (b) Guarantor waives any right to require NYSERDA to: (i) proceed against Grant Recipient, any other guarantor of the Guaranteed Obligations or any other party; (ii) file or enforce a claim in any bankruptcy or other proceeding with respect to any person; and (iii) pursue any remedy in NYSERDA’s power whatsoever. Guarantor waives any and all defenses based on or arising out of any defense of Grant Recipient, any other guarantor of the Guaranteed Obligations or any other party including, without limitation, (1) defenses arising from the bankruptcy, insolvency, dissolution or liquidation of the Grant Recipient, or any injunction, stay or similar action in any bankruptcy, insolvency or other proceeding barring or limiting payment of any Guaranteed Obligation by the Grant Recipient; (2) defenses relating to the power or authority of the Grant Recipient to enter into the Agreement, and to perform the Guaranteed Obligations thereunder, including, without limitation, any lack or limitation of status or of power, or any incapacity or disability, of the Grant Recipient, or of any action other guarantor or obligor in respect of any Guaranteed Obligation, or any change whatsoever in the capital structure, constitution or business of the Grant Recipient; (3) defenses arising from any release or amendment or waiver of, or consent to departure from, any other guarantee or support document, or any exchange, release or non-action on the part of Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party or of Guarantor or on the part perfection of any other person whomsoever under this collateral, for any Guaranteed Obligation; and (4) defenses arising from any event or circumstance constituting fraud in the inducement or any other instrument similar event or circumstance; except that such waiver shall not include a defense of the and [DEVELOPER] Effective Date: [MM.DD.YYYY] Grant Recipient arising from payment in connection with full in cash of the Guaranteed Obligations. NYSERDA may, at its election, exercise any obligation right or evidence remedy it may have against Grant Recipient or any other party, or any security, without affecting or impairing in any way the liability of indebtedness held any Guarantor hereunder except to the extent the Guaranteed Obligations have been paid in full in cash. Guarantor waives any defense arising out of any such election by Lender;XXXXXXX, even though such election operates to impair or extinguish any right of reimbursement, contribution, indemnification or subrogation or other right or remedy of Guarantor against Grant Recipient, any other guarantor of the Guaranteed Obligations or any other party or any security. (c) Guarantor has adequate means to obtain from Grant Recipient on an ongoing basis information relating thereto and Grant Recipient’s ability to perform its obligations under the Agreement, and agrees to assume the responsibility for keeping, and to keep, so informed for so long as this Guaranty is in effect. (d) Any defense based upon an election of remedies by Lender; (e) Any right or claim of right to cause a marshalling Guarantor warrants and agrees that each of the assets waivers set forth in Section 2 and in this Section 4 is made with full knowledge of Guarantor; (f) Any principle or provision its significance and consequences and that if any of law, statutory or otherwise, which is or might such waivers are determined to be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender contrary to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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 Loan; (k) 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case applicable law or otherwise) of any jurisdiction whatsoeverpublic policy, now or hereafter in effect, which may such waivers shall be or become applicable, shall operate or be interpreted effective only to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;maximum extent permitted by applicable 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; (ii) any obligation Purchaser may have to disclose to Guarantor any facts Purchaser now or hereafter may know or have reasonably available to it regarding Seller or the financial condition of Seller, whether or not Purchaser has a reasonable opportunity to communicate such facts or has reason to believe that any such facts are unknown to Guarantor hereby waives and agrees not or materially increase the risk to assert or take advantage of: Guarantor beyond the risk Guarantor intends to assume hereunder; (aiii) Any right to require Lender to proceed against Borrower all diligence in collection of any of the Obligations, any obligation hereunder, or any Borrower Party guaranty or other security for any other person of the foregoing; (iv) the benefit of all appraisement, valuation, marshaling, forbearance, stay, extension, redemption, homestead, exemption and moratorium laws now or to proceed against or exhaust hereafter in effect; (v) 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 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; (vi) 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 limiting 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 on the part of Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party 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 on an election of remedies by Lender; Purchaser, 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 any rights arising because of Guarantor’s payment or claim performance of right to cause a marshalling any of the assets Obligations against Seller, by way of Guarantor; (f) Any principle or provision subrogation of law, statutory the rights of Purchaser or otherwise; provided, which is 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) shall be of no further force or might be 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 conflict accordance with the its terms and provisions of this Agreement; (g) Any duty on that the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Propertyexecution, 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor 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 Loan; (k) 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 delivery and performance of this Guaranty have been duly authorized by any obligation hereby guaranteed or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or necessary action and will not violate any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted Legal Requirement applicable to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;Guarantor.

Waivers by Guarantor. To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage offor the benefit of Lessor: (a) Any any right to require Lender Lessor, as a condition of payment or performance by Guarantor to (i) proceed against Borrower or any Borrower Party Lessee or any other person or to Person, (ii) proceed against or exhaust any security held by Lender at from Lessee, or any time other Person, or to (iii) pursue any other remedy in Lender’s the power or under any other agreement before proceeding against Guarantor hereunderof Lessor whatsoever; (b) Any any defense that may arise arising by reason of the incapacity, lack of authorityauthority or any disability or other defense of Lessee including, death without limitation, 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 Obligations or any agreement or instrument relating thereto or by reason of the cessation from any cause of the liability of Lessee other proceeding) than indefeasible payment and performance in full of any other person or personsthe 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 respects more burdensome than that of any kindthe principal, or based upon Lessor's errors or omissions in the lack of any thereof, including, without limiting the generality administration of the foregoingObligations, 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 Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party 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 Lenderexcept behavior which amounts to bad faith; (d) Any defense based upon an election of remedies by Lender; any (ei) Any right principles or claim of right to cause a marshalling of the assets of Guarantor; (f) Any principle or provision provisions of law, statutory or otherwise, which is are or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on Guaranty, any legal or equitable discharge of its obligations hereunder and the part benefit of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower statute of limitations affecting its liability hereunder or the Borrower Parties enforcement hereof, (ii) rights to set-offs, recoupments and counterclaims, rights to deferral or the Collateral or the Property, regardless modification of whether Lender has Guarantor's obligations hereunder by 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 the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (h) Any lack of notice of disposition bankruptcy, reorganization, arrangement, moratorium 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 Loan; (k) 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 or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law proceeding, (whether statutoryiv) promptness, common lawdiligence and any requirement that Lessor protect, case law secure, perfect or otherwiseinsure any security interest or lien or any property subject thereto, or exhaust any right or take any action against Lessee, any other Person, the Airship or any collateral.; and (e) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any jurisdiction whatsoeveraction or inaction, now including acceptance of this Guaranty, notices of default under the Lease or hereafter in effectany agreement or instrument related thereto, which may be notices of any renewal, extension or become applicablemodification of the Obligations or any agreement related thereto, shall operate or be interpreted notices of any other extension of credit to stay, interdict, condition, reduce or inhibit the ability Lessee and notices of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;matters referred to in Section 2.2 and any right to consent to any thereof.