Common use of Waivers Clause in Contracts

Waivers. Guarantor unconditionally waives and agrees not to assert: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​

Waivers. To the fullest extent permitted by law, Guarantor unconditionally hereby waives and agrees not to assertassert or take advantage of: (a) any requirement that Lender first make demand upon, right to require TxDOT to proceed against the Maintenance Contractor or seek to enforce or exhaust remedies against any other Credit Party or other Person or to proceed against or exhaust any Collateral security held by TxDOT at any time or property to pursue any right or remedy under any of the COMA Documents or any other Credit Party or other Person remedy in TxDOT’s power before demanding payment from Guarantor or seeking to enforce this Guarantyproceeding against Guarantor; (b) any rightsdefense that may arise by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646lack of authority, §12-1566, §33-725; §33- 814, §44-141, §44-142; death or §47-3605disability of, or Arizona Rules of Civil Procedure Rule 17(e)revocation hereby by Guarantor, or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor Maintenance Contractor or any other Person obligated for or the payment failure of TxDOT to file or enforce a claim against the Guaranteed Obligationsestate (either in administration, after bankruptcy or any foreclosure, trustee’s sale, or UCC sale, other proceeding) of any Collateral securing payment of the Guaranteed Obligationssuch Person; (c) any statute defense that may arise by reason of limitations affecting the obligations any presentment, demand for payment or liabilities under the Loan Documents performance or otherwise, protest or notice of Guarantor or any other Credit Partykind or lack thereof; (d) diligenceany right or defense arising out of an election of remedies by TxDOT even though the election of remedies, presentmentsuch as nonjudicial foreclosure with respect to any security for the Guaranteed Obligations, protesthas destroyed the Guarantor’s rights of subrogation and reimbursement against the Maintenance Contractor by the operation of law or otherwise; (e) all notices to Guarantor or to any other Person, demand for performanceincluding, notice but not limited to, notices of nonperformance, notice the acceptance of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extensionthis Guaranty or the creation, renewal, alteration or amendmentextension, notice modification, accrual of acceptance any of this Guaranty, notice the obligations of default the Maintenance Contractor under any of the Loan COMA Documents, and all or of default in the payment or performance of any such obligations, enforcement of any right or remedy with respect thereto or notice of any other notices whatsoevermatters relating thereto, except any notice TxDOT may give under Section 12.3 of the Comprehensive Maintenance Agreement, but without diminishing TxDOT’s exercise of its rights pursuant to Section 12.2.2 of the Comprehensive Maintenance Agreement; (f) any defense based upon any act or omission of TxDOT which directly or indirectly results in or aids the discharge or release of the Maintenance Contractor, Guarantor or any security given or held by TxDOT in connection with the Guaranteed Obligations; and (eg) any other claim or defense that otherwise would be available to Guarantor based on principles of and all guaranty and suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​defenses under applicable law.

Waivers. Each Guarantor unconditionally waives and agrees not to assertwaives, for the benefit of Beneficiaries: (a) any requirement that Lender first make demand uponright to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by such Guarantor, to (i) proceed against Company, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from Company, 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 any Beneficiary in favor of Company or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantyBeneficiary; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules lack of Civil Procedure Rule 17(e), authority or any disability or other Applicable Law similar to defense of Company including, without limitation, any defense based on or arising out of the foregoing that might operate to limit (i) Guarantor’s lack of validity or the unenforceability of the Guarantied Obligations or any other Credit Party’s liability under, agreement or the enforcement of, this Guaranty and the other Loan Documents; instrument relating thereto or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment by reason of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment cessation of the Guaranteed liability of Company from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Party’s or any other Beneficiary’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the obligations enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or liabilities under the Loan Documents of Guarantor insure any Lien or any other Credit Partyproperty subject thereto; (df) diligencenotices, presentmentdemands, protestpresentments, demand for performanceprotests, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extension, renewal, alteration or amendment, notice of including acceptance of this Guaranty, notice notices of default under the Credit Agreement, notices of default or early termination under any Lender Swap 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 Company and notices of any of the Loan Documents, matters referred to in Sections 3 and all other notices whatsoever4 and any right to consent to any thereof; and (eg) to the fullest extent permitted by law, any other claim defenses or defense benefits that otherwise would may be available to Guarantor based on principles derived from or afforded by law which limit the liability of suretyship or guarantee exonerate guarantors or otherwise governing obligations sureties, or which may conflict with the terms of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​this Guaranty.

Waivers. Guarantor unconditionally Each Grantor waives and agrees not to assert: (a) any requirement that Lender first make demand upondemand, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentmentnotice, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this GuarantySecurity Agreement, notice of default under any of the Loan Documentsloans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices whatsoeverof any description. With respect to both the Secured Obligations and the Collateral, each Grantor assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as the Administrative Agent may deem advisable. The Administrative Agent shall have no duty as to the collection or protection of the Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto beyond the safe custody thereof. Each Grantor further waives any and all other suretyship defenses. Further, to the fullest extent permitted by applicable Laws, each Grantor waives (i) any right to require Administrative Agent or any Secured Party to proceed against any other Person, to exhaust its rights in Collateral, or to pursue any other right which Administrative Agent or any Secured Party may have; (ii) with respect to the Secured Obligations, presentment and demand for payment, protest, notice of protest and nonpayment, and notice of the intention to accelerate; and (eiii) all rights of marshaling in respect of any and all of the Collateral. Each Grantor agrees that this Security Agreement, the Security Interest and all rights, remedies, powers and privileges provided to the Administrative Agent under this Security Agreement are in addition to and not in any way affected or limited by any other claim security now or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because at any time held by the Administrative Agent (for the benefit of the Guaranteed Obligations are secured by a lien on real property. ​Secured Parties) to secure payment and performance of the Secured Obligations.

Waivers. Guarantor unconditionally waives and agrees not to asserthereby waives: (a) presentment for payment, notice of dishonor, demand, protest, and notice thereof as to any requirement that Lender first make demand uponinstrument, and all other notices and demands to which Guarantor might be entitled, including without limitation notice of all of the following: the acceptance hereof; the creation, existence, or seek acquisition of any Indebtedness; the amount of the Indebtedness from time to enforce or exhaust remedies against time outstanding; any other Credit Party foreclosure sale or other Person disposition of any property which secures any or against any Collateral all of the Indebtedness or property which secures the obligations of any other Credit Party guarantor of any or all of the Indebtedness; any adverse change in Borrower's financial position; any other Person before demanding fact which might increase Guarantor's risk; any default, partial payment from Guarantor or seeking to enforce non-payment of all or any part of the Indebtedness; the occurrence of any other Event of Default (as hereinafter defined); any and all agreements and arrangements between Coast and Borrower and any changes, modifications, or extensions thereof, and any revocation, modification or release of any guaranty of any or all of the Indebtedness by any person (including without limitation any other person signing this Guaranty); (b) any rights, benefits and defenses which might otherwise be available right to Guarantor pursuant require Coast to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605institute suit against, or Arizona Rules of Civil Procedure Rule 17(e)to exhaust its rights and remedies against, Borrower or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgmentperson, or to otherwise proceed, proceed against Guarantor any property of any kind which secures all or any other Person obligated for the payment part of the Guaranteed Obligations, after any foreclosure, trustee’s saleIndebtedness, or UCC saleto exercise any right of offset or other right with respect to any reserves, credits or deposit accounts held by or maintained with Coast or any indebtedness of Coast to Borrower, or to exercise any Collateral securing payment of the Guaranteed Obligationsother right or power, or pursue any other remedy Coast may have; (c) any statute defense arising by reason of limitations affecting any disability or other defense of Borrower or any other guarantor or any endorser, co-maker or other person, or by reason of the obligations cessation from any cause whatsoever of any liability of Borrower or liabilities any other guarantor or any endorser, co-maker or other person, with respect to all or any part of the Indebtedness, or by reason of any act or omission of Coast or others which directly or indirectly results in the discharge or release of Borrower or any other guarantor or any other person or any Indebtedness or any security therefor, whether by operation of law or otherwise; (d) any defense arising by reason of any failure of Coast to obtain, perfect, maintain or keep in force any security interest in, or lien or encumbrance upon, any property of Borrower or any other person; (e) any defense based upon any failure of Coast to give Guarantor notice of any sale or other disposition of any property securing any or all of the Indebtedness, or any defects in any such notice that may be given, or any failure of Coast to comply with any provision of applicable law in enforcing any security interest in or lien upon any property securing any or all of the Indebtedness including, but not limited to, any failure by Coast to dispose of any property securing any or all of the Indebtedness in a commercially reasonable manner; (f) any defense based upon or arising out of any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against Borrower or any other guarantor or any endorser, co-maker or other person, including without limitation any discharge of, or bar against collecting, any of the Indebtedness (including without limitation any interest thereon), in or as a result of any such proceeding; and (g) the benefit of any and all statutes of limitation with respect to any action based upon, arising out of or related to this Guaranty. Until all of the Indebtedness has been paid, performed, and discharged in full, nothing shall discharge or satisfy the liability of Guarantor hereunder except the full performance and payment of all of the Indebtedness. If any claim is ever made upon Coast for repayment or recovery of any amount or amounts received by Coast in payment of or on account of any of the Indebtedness, because of any claim that any such payment constituted a preferential transfer or fraudulent conveyance, or for any other reason whatsoever, and Coast repays all or part of said amount by reason of any judgment, decree or order of any court or administrative body having jurisdiction over Coast or any of its property, or by reason of any settlement or compromise of any such claim effected by Coast with any such claimant (including without limitation the Borrower), then and in any such event, Guarantor agrees that any such judgment, decree, order, settlement and compromise shall be binding upon Guarantor, notwithstanding any revocation or release of this Guaranty or the cancellation of any note or other instrument evidencing any of the Indebtedness, or any release of any of the Indebtedness, and the Guarantor shall be and remain liable to Coast under this Guaranty for the Loan Documents amount so repaid or recovered, to the same extent as if such amount had never originally been received by Coast, and the provisions of this sentence shall survive, and continue in effect, notwithstanding any revocation or release of this Guaranty. Guarantor hereby expressly and unconditionally waives all rights of subrogation, reimbursement and indemnity of every kind against Borrower, and all rights of recourse to any assets or property of Borrower, and all rights to any collateral or security held for the payment and performance of any Indebtedness, including (but not limited to) any of the foregoing rights which Guarantor may have under any present or future document or agreement with any Borrower or other person, and including (but not limited to) any of the foregoing rights which Guarantor may have under any equitable doctrine of subrogation, implied contract, or unjust enrichment, or any other equitable or legal doctrine. Neither Coast, nor any of its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Coast shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Guarantor or any other Credit Party; (d) diligenceparty through the ordinary negligence of Coast, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documentsits directors, and all other notices whatsoever; and (e) officers, employees, agents, attorneys or any other claim person affiliated with or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​representing Coast.

Waivers. Guarantor unconditionally To the maximum extent permitted by applicable law, New Grantor expressly waives any and agrees not to assert: all defenses now or hereafter arising or asserted by reason of (ai) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party disability or other Person or against any Collateral or property defense of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), Borrower or any other Applicable Law similar Obligor with respect to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability underobligations evidenced hereby, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right unenforceability or invalidity of Lender to recover a deficiency judgmentany security or guaranty for the obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations evidenced hereby, or to otherwise proceed, against Guarantor (iii) the cessation for any cause whatsoever of the liability of Borrower or any other Person obligated for the payment Obligor (other than by reason of the Guaranteed full payment and performance of all Obligations), after (iv) any foreclosurefailure of Agent or any Lender to comply with applicable law in connection with the sale or other disposition of any Collateral, trustee’s sale(v) any act or omission of Agent or any Lender or others that directly or indirectly results in or aids the discharge or release of Borrower, any Obligor or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (vi) the avoidance of any lien in favor of Agent or any Lender for any reason, (vii) the filing of any bankruptcy, reorganization or other insolvency proceeding against Borrower or any Obligor, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (cviii) any statute of limitations affecting the obligations action taken by Agent or liabilities under the Loan Documents of Guarantor any Lender that is authorized by this Section or any other Credit Party; (d) diligence, presentment, protest, demand provision hereof or of any Loan Document. New Grantor assumes all responsibility for performance, notice being and keeping itself informed of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan DocumentsBorrower’s financial condition and assets, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles circumstances bearing upon the risk of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any nonpayment of the Guaranteed Obligations are secured by a lien on real property. ​and the nature, scope and extent of the risks which New Grantor assumes and incurs hereunder, and agrees that neither Agent nor any Lender shall have any duty to advise New Grantor of information known to it regarding such circumstances or risks.

Waivers. Guarantor unconditionally To the fullest extent it may lawfully so agree, the Pledgor agrees that it will not at any time insist upon, claim, plead, or take any benefit or advantage of any appraisement, valuation, stay, extension, moratorium, redemption or similar law now or hereafter in force in order to prevent, delay or hinder the enforcement hereof or the absolute sale of any part of the Pledged Collateral; the Pledgor for itself and all who claim through it, so far as it or they now or hereafter lawfully may do so, hereby waives the benefit of all such laws, and all right to have the Pledged Collateral marshalled upon any foreclosure hereof, and agrees not that any court having jurisdiction to assert: foreclose this Agreement may order the sale of the Pledged Collateral as an entirety. Without limiting the generality of the foregoing, the Pledgor hereby (ai) any requirement that Lender first make authorizes the Pledgee, for the benefit of the Lenders, in its sole discretion and without notice to or demand uponupon the Pledgor and without otherwise affecting the obligations of the Pledgor hereunder, or seek from time to enforce or exhaust remedies against any time to take and hold other Credit Party or other Person or against any Collateral or property collateral for payment of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e)Obligations, or any part thereof, and to exchange, enforce or release such other Applicable Law similar collateral or any part thereof, and to accept and hold any endorsement or guarantee of payment of the foregoing that might operate Obligations or any part thereof, and to limit (i) Guarantor’s release or substitute any endorser or guarantor or any other Credit Party’s liability under, person granting security for or the enforcement of, this Guaranty in any other way obligated upon any Obligations or any part thereof and the other Loan Documents; or (ii) waives and releases any and all right to require the right of Lender Pledgee or the Lenders to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under collect any of the Loan Documents, and all other notices whatsoever; and (e) Obligations from any specific item or items of the Pledged Collateral or from any other claim party liable as guarantor or defense that otherwise would be available to Guarantor based on principles in any other manner in respect of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​or from any collateral for any of the Obligations.

Waivers. Guarantor unconditionally The Administrative Agent shall be under no duty or obligation whatsoever and Pledgor waives any right to require the Administrative Agent to (i) make or give any presentment, demands for performances, notices of nonperformance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of indebtedness held by the Administrative Agent as Collateral, or in connection with any obligation or evidences of indebtedness which constitute in whole or in part the Indebtedness, (ii) proceed against any person or entity, (iii) proceed against or exhaust any collateral in any order and agrees not to assert: in any manner it so elects or (aiv) pursue any other remedy in the Administrative Agent’s power. Pledgor waives any defense arising by reason of (i) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party disability or other Person or against any Collateral or property defense of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), Debtor or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability underperson, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right cessation from any cause whatsoever of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor the liability of any Debtor or any other Person obligated person, (iii) any lack of validity or enforceability of the Credit Agreement, any other document of consistence executed in connection herewith or any other agreement or instrument governing or evidencing any Secured Obligations, (iv) the insolvency of any Debtor or any other person or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pledgor. Until the Indebtedness is paid in full, Pledgor waives any right of subrogation, reimbursement, indemnification, and contribution (contractual, statutory or otherwise), including without limitation any claim or right of subrogation under the Bankruptcy Code (Title 11 of the U.S. Code) or any successor statute, arising from the existence or performance of this Agreement, and Pledgor waives any right to enforce any remedy which the Administrative Agent now has or may hereafter have against any Debtor or against any other person and waives any benefit of and any right to participate in any Collateral or security whatsoever now or hereafter held by the Administrative Agent. If Pledgor is not also a Debtor with respect to a specified Indebtedness, Pledgor authorizes the Administrative Agent without notice or demand and without affecting Pledgor’s liability hereunder, from time to time to: (i) renew, extend, accelerate or otherwise change the time for payment of or otherwise change the terms of the Indebtedness or any part thereof, including increase or decrease of the rate of interest thereon; (ii) take and hold security, other than the Collateral, for the payment of the Guaranteed ObligationsIndebtedness or any part thereof, after and exchange, enforce, waive and release the Collateral or any foreclosure, trustee’s sale, part thereof or UCC sale, any such other security; (iii) apply the proceeds of any Collateral securing payment to the Indebtedness in any order and in any manner it so elects and (iv) release or substitute any Debtor or any one or more of them, or any of the Guaranteed Obligations; (c) endorsers or guarantors of the Indebtedness or any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor part thereof, or any other Credit Party; (d) diligenceparties thereto and Pledgor consents to the taking of, presentmentor failure to take, protestany action by the Administrative Agent which might in any manner or to any extent vary the risks of Pledgor under this Agreement or which, demand but for performancethis provision, notice might operate as a discharge of nonperformance, notice Pledgor. Pledgor agrees that it is solely responsible for keeping itself informed as to the financial condition of intent to accelerate, notice each Debtor and of acceleration, notice all circumstances which bear upon the risk of protest, notice nonpayment or the risk of dishonor, notice of extension, renewal, alteration a margin call or amendment, notice of acceptance of this Guaranty, notice of default under any liquidation of the Loan Documents, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​Collateral.

Waivers. Guarantor unconditionally waives Each Company and agrees the Subordinated Lender hereby waive, to the fullest extent permitted by law, any defense based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance of this Agreement in any action brought therefor by the Senior Lenders. To the fullest extent permitted by law and except as to any notices specified in this Agreement, notices regarding the intended sale or disposition of any portion of the collateral held by the Senior Lenders, or any notice which may not to assertbe waived in accordance with the UCC, each Company and the Subordinated Lender hereby further waive: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, demand, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of default or dishonor, notice of extension, renewal, alteration payment or amendment, notice of acceptance of this Guaranty, notice of default under nonpayment and any of the Loan Documents, and all other notices whatsoeverand demands of any kind in connection with all negotiable instruments evidencing all or any portion of the Senior Indebtedness or the Subordinated Indebtedness to which the Companies or the Subordinated Lender may be a party; (b) prior notice of and consent to any loans made, extensions granted or other action taken in reliance thereon; and (ec) all other demands and notices of every kind in connection with this Agreement, the Senior Indebtedness or the Subordinated Indebtedness. The Subordinated Lender consents to any other claim release, renewal, extension, compromise or defense that otherwise would be available postponement of the time of payment of the Senior Indebtedness, to Guarantor based on principles any substitution, exchange or release of suretyship collateral therefor, and to the addition or guarantee release of any person primarily or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​thereon.

Waivers. Each Guarantor unconditionally waives and agrees not to assertwaives, for the benefit of Beneficiaries: (a) any requirement that Lender first make demand uponright to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by such Guarantor, to (i) proceed against Parent Issuer, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from Parent Issuer, 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 any Beneficiary in favor of Parent Issuer or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantyBeneficiary; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules lack of Civil Procedure Rule 17(e), authority or any disability or other Applicable Law similar defense of Parent Issuer including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of any agreement or instrument relating to the foregoing that might operate to limit (i) Guarantor’s Guarantied Obligations or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment by reason of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment cessation of the Guaranteed liability of Parent Issuer from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Party’s or any other Beneficiary’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the obligations enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or liabilities under the Loan Documents of Guarantor insure any Lien or any other Credit Partyproperty subject thereto; (df) diligencenotices, presentmentdemands, protestpresentments, demand for performanceprotests, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extension, renewal, alteration or amendment, notice of including acceptance of this Guaranty, notice notices of default under the Exchange 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 Parent Issuer and notices of any of the Loan Documents, matters referred to in Sections 3 and all other notices whatsoever4 and any right to consent to any thereof; and (eg) to the fullest extent permitted by law, any other claim defenses or defense benefits that otherwise would may be available to Guarantor based on principles derived from or afforded by law which limit the liability of suretyship or guarantee exonerate guarantors or otherwise governing obligations sureties, or which may conflict with the terms of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​this Guaranty.

Waivers. To the extent permitted by Applicable Law, each Guarantor hereby unconditionally and irrevocably waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by Agent or the other Secured Parties upon the guaranty contained in this Section 2 or acceptance of the guaranty contained in this Section 2. The Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Section 2, and all dealings between Borrower, any of the Guarantors, any of the other Grantors and any of the other Loan Party on the one hand, and Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 2. To the extent permitted by Applicable Law, each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert: assert any claim, defense, setoff or counterclaim based on (a) any requirement that Lender first make demand upondiligence, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligencepromptness, presentment, protest, requirements for any demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, payment or performance and protest and notice of protest, requirements for any notice of dishonordefault, notice of extension, renewal, alteration dishonor or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, nonpayment and all other notices whatsoever; whatsoever to or upon Borrower, any of the Guarantors, any of the other Grantors or any of the other Loan Parties with respect to the Secured Obligations or any part thereof, (b) notice of the existence or creation or non-payment of all or any of the Secured Obligations, (c) all diligence in collection or protection of or realization upon any Secured Obligations or any security for or guaranty of any Secured Obligations, (d) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Secured Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable, and (e) any defense arising by reason of a disability or other claim defense of Borrower, any Guarantor, any other Grantor or defense that otherwise would any other Loan Party. No obligation of any Guarantor hereunder shall be available discharged other than by the Secured Obligations being Paid in Full. Each Guarantor further waives any right such Guarantor may have under any Applicable Law to Guarantor based on principles of suretyship require any Secured Party to seek recourse first against Borrower, any other Guarantor, any other Grantor, any other Loan Party or guarantee any other Person, or otherwise governing obligations of persons secondarily liable thereon or because to realize upon any Collateral for any of the Guaranteed Obligations are secured by Obligations, as a lien on real property. ​condition precedent to enforcing such Guarantor’s Liability and obligations under this Guaranty.

Waivers. Each Guarantor unconditionally waives and agrees not to assertwaives, for the benefit of Beneficiaries: (a) any requirement that Lender first make demand uponright to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by such Guarantor, to (i) proceed against Company, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from Company, 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 any Beneficiary in favor of Company or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantyBeneficiary; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules lack of Civil Procedure Rule 17(e), authority or any disability or other Applicable Law similar to defense of Company including, without limitation, any defense based on or arising out of the foregoing that might operate to limit (i) Guarantor’s lack of validity or the unenforceability of the Guarantied Obligations or any other Credit Party’s liability under, agreement or the enforcement of, this Guaranty and the other Loan Documents; instrument relating thereto or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment by reason of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment cessation of the Guaranteed liability of Company from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Party’s or any other Beneficiary’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the obligations enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or liabilities under the Loan Documents of Guarantor insure any Lien or any other Credit Partyproperty subject thereto; (df) diligencenotices, presentmentdemands, protestpresentments, demand for performanceprotests, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extension, renewal, alteration or amendment, notice of including acceptance of this Guaranty, notice notices of default under the Credit Agreement, notices of default or early termination under any Lender Swap 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 Company and notices of any of the Loan Documents, matters referred to in Sections 3 and all other notices whatsoever4 and any right to consent to any thereof; and (eg) to the fullest extent permitted by law, any other claim defenses or defense benefits that otherwise would may be available to Guarantor based on principles derived from or afforded by law which limit the liability of suretyship or guarantee exonerate guarantors or otherwise governing obligations sureties, or which may conflict with the terms of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real propertythis Guaranty. ​Guaranty

Waivers. Guarantor unconditionally hereby waives and agrees not to assert: assert or take advantage of (a) the defense of the statute of limitations in any requirement that Lender first make demand upon, action hereunder or seek to enforce for the collection of the indebtedness or exhaust remedies against any other Credit Party or other Person or against any Collateral or property the performance of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guarantyobligation hereby guaranteed; (b) any rightsdefense that may arise by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646lack of authority, §12-1566, §33-725; §33- 814, §44-141, §44-142; death or §47-3605, or Arizona Rules disability of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s saleperson or entity, or UCC salethe failure of Lender to file or enforce a claim against the estate (either in administration, bankruptcy or any other proceeding) of Borrower or any Collateral securing payment of the Guaranteed Obligationsother person or entity; (c) any statute defense based on the failure of limitations affecting Lender to give notice of the obligations existence, creation or liabilities under incurring of any new or additional indebtedness or obligation or of any action or non-action on the Loan Documents part of Guarantor or any other Credit Partyperson whomsoever, in connection with any obligation hereby guaranteed; (d) diligenceany defense based upon an election of remedies by Lender which destroys or otherwise impairs any subrogation rights of Guarantor or the right of Guarantor to proceed against Borrower for reimbursement, presentment, protest, demand for performance, notice or both; (e) any defense based upon failure of nonperformance, notice Lender to commence an action against Borrower; (f) any duty on the part of intent Lender to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration disclose to Guarantor any facts it may now or amendment, hereafter know regarding Borrower; (g) acceptance or notice of acceptance of this Guaranty, Guaranty by Lender; (h) notice of default under presentment and demand for payment of any of the Loan Documents, indebtedness or performance of any of the obligations hereby guaranteed; (i) protest and notice of dishonor or of default to Guarantor or to any other party with respect to the indebtedness or performance of obligations hereby guaranteed; (j) any and all other notices whatsoeverwhatsoever to which Guarantor might otherwise be entitled; (k) any defense based on lack of due diligence by Lender in collection, protection or realization upon any collateral securing the indebtedness evidenced by the Promissory Note; and (el) any other claim legal or defense that equitable defenses whatsoever to which Guarantor might otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​entitled.

Waivers. Guarantor unconditionally To the maximum extent permitted by law, Parent hereby waives and agrees not to assert: (ai) any requirement that Lender first make demand defense arising by reason of, and any and all right to assert against the Secured Parties any claim or defense based upon, an election of remedies by the Secured Parties which in any manner impairs, affects, reduces, releases, destroys or seek extinguishes Parent’s subrogation rights, rights to enforce proceed against Borrower or exhaust remedies against any other Credit Party guarantor for reimbursement or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e)contribution, or any other Applicable Law similar rights of Parent to the foregoing that might operate to limit (i) Guarantor’s or proceed against Borrower, against any other Credit Party’s liability underguarantor, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligationssecurity; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (dii) diligence, presentment, protest, demand for performance, payment and notice of nonperformancedefault or nonpayment to or upon Borrower or this Agreement with respect to the Parent Guaranteed Obligations; (iii) all rights of reimbursement or subrogation, notice all rights to enforce any remedy that the Administrative Agent or the Secured Parties may have against any Person, and all rights to participate in any security held by the Administrative Agent, in each case, until this Agreement is terminated pursuant to Section 8.13; (iv) all rights to require the Administrative Agent to give any notices of intent to accelerateany kind, notice including, without limitation, notices of acceleration, notice of protest, notice of dishonor, notice of extensionthe creation, renewal, alteration extension or amendment, notice accrual of acceptance of this Guaranty, notice of default under any of the Loan Obligations and notice of or proof of reliance by the Secured Parties upon this Agreement, notices of acceptance, nonpayment, nonperformance, protest, dishonor, default, delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Credit Agreement or any of the Facility Documents; (v) all rights to assert the bankruptcy or insolvency of any Person as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce Parent’s obligations hereunder if the Parent Guaranteed Obligations are reduced other than as a result of payment in cash of such Parent Guaranteed Obligations, including, without limitation, any reduction based upon any Secured Party’s error or omission in the administration of the Parent Guaranteed Obligations; (vii) all defenses based on the incapacity, disability or lack of authority of the Borrower or any other Person, the repudiation of the Facility Documents by the Borrower or any Person, the failure by the Administrative Agent or the Secured Parties to enforce any claim against any Person, or the unenforceability in whole or in part of any Facility Documents; (viii) all suretyship and guarantor’s defenses generally including, without limitation, defenses based upon collateral impairment or any statute or rule of law providing that the obligation of a surety or guarantor must not exceed or be more burdensome than that of the principal; (ix) all other notices whatsoeverrights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshaling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Parent of its obligations under, or the enforcement by the Administrative Agent of, this Agreement; (x) any requirement on the part of the Administrative Agent or the holder of any obligations under the Facility Documents to mitigate the damages resulting from any default; and (exi) except as otherwise specifically set forth herein or as required by Applicable Law, all rights of notice and hearing of any kind prior to the exercise of rights by the Administrative Agent upon the occurrence and during the continuation of an Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, Parent waives the posting of any bond otherwise required of the Administrative Agent in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment or other security for the Parent Guaranteed Obligations, to enforce any judgment or other court order entered in favor of the Administrative Agent, or to enforce by specific performance, temporary restraining order, preliminary or permanent injunction, this Agreement or any other claim agreement or defense document between Parent, the Administrative Agent and the other Secured Parties. Parent further agrees that otherwise would be available upon the occurrence and during the continuation of an Event of Default, the Administrative Agent may elect to Guarantor based on principles nonjudicially or judicially foreclose against any personal property security it holds for the Parent Guaranteed Obligations or any part thereof, or to exercise any other remedy against any Person, any security or any guarantor, even if the effect of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any that action is to deprive Parent of the Guaranteed Obligations are secured right to collect reimbursement from any Person for any sums paid by a lien on real property. ​Parent to the Administrative Agent or any other Secured Party.

Waivers. Each Guarantor unconditionally waives and agrees not hereby waives, to assert: the fullest extent permitted by applicable law, (a) all presentments, demands for performance, notice of non-performance, protests, notices of protests and notices of dishonor in connection with the Guaranteed Obligations or any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guarantyagreement relating thereto; (b) notice of acceptance of this Agreement; (c) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; requirement of diligence or §47-3605, or Arizona Rules promptness on the part of Civil Procedure Rule 17(e), the Agent or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or Purchaser in the enforcement of, this Guaranty and of its rights hereunder or under the other Loan Transaction Documents; or (iid) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, enforcement of any Collateral securing payment of present or future agreement or instrument relating directly or indirectly to the Guaranteed Obligations; (ce) notice of any of the matters referred to in subsection 1.3 hereof; (f) notices of every kind and description which may be required to be given by any statute or rule of law; and (g) any statute defense of limitations affecting any kind which it may now or hereafter have with respect to its liability under this Agreement to the obligations fullest extent permitted by law. Without limiting the foregoing, the Agent and the Purchasers shall not be required to make any demand upon, or liabilities under to pursue or exhaust any rights or remedies against the Loan Documents of Borrower, any other Guarantor or any other Credit Party; (d) diligencePerson, presentmentor against the collateral security, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any the Guaranteed Obligations. No failure on the part of the Loan DocumentsAgent or the Purchasers to exercise, and all other notices whatsoeverno delay in exercising, any right hereunder shall operate as a waiver thereof; and (e) nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Each Guarantor hereby agrees that it will not enforce or otherwise exercise or claim or defense that otherwise would be available assert any rights of subrogation or contribution against any Person with respect to Guarantor based on principles of suretyship the Guaranteed Obligations or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of security therefor unless and until all the Guaranteed Obligations are secured by a lien on real propertypaid in full. ​EACH GUARANTOR’S WAIVERS UNDER THIS SECTION 1.6 HAVE BEEN MADE VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY AND AFTER SUCH GUARANTOR HAS BEEN APPRISED AND COUNSELED BY ITS ATTORNEY AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE RIGHTS.

Waivers. Each Guarantor unconditionally waives and agrees not hereby waives, to assert: the fullest extent permitted by applicable Law, (a) all presentments, demands for performance, notice of non-performance, protests, notices of protests and notices of dishonor in connection with the Guaranteed Obligations or any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guarantyagreement relating thereto; (b) notice of acceptance of this Agreement; (c) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; requirement of diligence or §47-3605, or Arizona Rules promptness on the part of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or Lender in the enforcement of, this Guaranty and of its rights hereunder or under the other Loan Documents; or (iid) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, enforcement of any Collateral securing payment of present or future agreement or instrument relating directly or indirectly to the Guaranteed Obligations; (ce) notice of any of the matters referred to in Section 1.3 hereof; (f) notices of every kind and description which may be required to be given by any statute or rule of Law; and (g) any statute suretyship defenses, defenses based on impairment of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor collateral or any other Credit Party; defense of any kind which it may now or hereafter have with respect to its liability under this Agreement to the fullest extent permitted by Law (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any than payment in full in cash of the Guaranteed Obligations (other than any contingent obligations)). Without limiting the foregoing, the Lender shall not be required to make any demand upon, or to pursue or exhaust any rights or remedies against the Borrowers, the Guarantors or any other Person, or against the Collateral, for the Guaranteed Obligations. No failure on the part of the Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are secured cumulative and not exclusive of any remedies provided by a lien on real propertyLaw. ​Each Guarantor hereby agrees that it will not enforce or otherwise exercise or claim or assert any rights of subrogation or contribution against any Person with respect to the Guaranteed Obligations or any security therefor unless and until all the Guaranteed Obligations (other than contingent indemnification obligations so long as no claim or demand for indemnification then exists or has then been made) are paid in full.

Waivers. Guarantor unconditionally Indemnitor hereby waives and agrees not to assertthe following: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property notice of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce Mortgagee’s acceptance of this GuarantyIndemnification Agreement; (b) notice of Indemnitor’s grant to Mortgagee of a security interest lien or encumbrance in any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) GuarantorIndemnitor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligationsassets; (c) Mortgagee’s release, waiver, modification or amendment of any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor Document or any security interest, lien or encumbrance in any other Credit Partyparty’s assets given to Mortgagee to secure any Loan Document; (d) diligence, presentment, protest, demand for performancedemand, notice of nonperformancedefault, notice non-payment, partial payment and protest and all other notices or formalities to which Indemnitor may be entitled; (e) extensions of intent time of payment of the Note granted to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration Indemnitor or amendment, notice of acceptance of this Guaranty, notice of default under any other forbearances in Mortgagee’s enforcement of the Loan Documents; (f) acceptance from Indemnitor (or any other party) of any partial payment or payments of the Note or any collateral securing the payment thereof or the settlement, subordination, discharge or release of the Note; (g) notice of any of the matters set forth in parts (c) through (f) of this Section 3; (h) all suretyship defenses of every kind and all other notices whatsoevernature; and (ei) any other claim or the defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real propertystatute of limitations in any action brought to enforce this Indemnification Agreement. ​Indemnitor agrees that Mortgagee may have done, or at any time may do, any or all of the foregoing actions in such manner, upon such terms and at such times as Mortgagee, in its sole discretion, deems advisable, without in any way impairing, affecting, reducing or releasing Indemnitor from Indemnitor’s obligations under this Indemnification Agreement and Indemnitor hereby consents to each of the foregoing actions.

Waivers. The Guarantor unconditionally waives any and agrees not all defenses, claims, setoffs and discharges of the Transferor, or any other obligor, pertaining to assertthe Obligations. Without limiting the generality of the foregoing or any other provision hereof, to the fullest extent permitted by applicable law, the Guarantor hereby waives: (a) any requirement that Lender first make demand upondefense arising by reason of any invalidity or unenforceability of the Transferor’s obligations in respect of the Transaction Documents, any manner in which the Issuer, the Indenture Trustee or the Note Insurer have exercised (or not exercised) any rights and remedies under the Transaction Documents or the Notes, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against cessation from any Collateral or property cause whatsoever of the liability of any other Credit Party obligor, guarantor or other Person before demanding payment from Guarantor or seeking to enforce this GuarantyPerson; (b) any rightsall presentments, benefits demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules notices of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment acceptance of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed ObligationsTransaction Documents (including this Guaranty); (c) any statute release of limitations affecting any of the obligations or liabilities Collateral (as defined in the Indenture) provided under the Loan Documents of Guarantor Indenture or any other Credit PartyTransaction Documents; (d) diligencenotice of any indulgences, presentmentextensions, protestconsents or waivers given to the Transferor or any other obligor, demand for performanceguarantor or Person, notice of nonperformanceany Servicer Termination Event under the Sale and Servicing Agreement, notice any Default or Event of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration Default under the Indenture or amendment, notice of acceptance of this Guaranty, notice default or event of default under any of the Loan Documents, and all other notices Transaction Documents or other notice of any kind whatsoever; and (e) any right or claim of right to cause the Indenture Trustee or the Note Insurer to proceed against the Transferor or any other obligor, guarantor or Person in any particular order, to proceed against or exhaust any collateral security held by the Issuer, the Indenture Trustee or the Note Insurer at any time or to pursue any other right or remedy whatsoever at any time; (f) any requirement of diligence or promptness on the Issuer’s, the Indenture Trustee’s or the Note Insurer’s part in (X) making any claim or demand on or commencing suit against the Transferor or any other obligor, guarantor or Person, and (Y) otherwise enforcing the Issuer’s, the Indenture Trustee’s or the Note Insurer’s rights in respect of the Indenture or the other Transaction Documents; (g) any defense that otherwise would of waiver, release, discharge in bankruptcy, statute of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud, usury, illegality or unenforceability which may be available to any person liable in respect of any Obligations, or any setoff available against, the Issuer, the Indenture Trustee or the Note Insurer to the Transferor or any other such person, whether or not on account of a related transaction; and (h) any duty of the Issuer, the Indenture Trustee or the Note Insurer to advise the Guarantor of any information known to the Issuer, the Indenture Trustee or the Note Insurer regarding the financial condition of the Transferor or any other circumstance, it being agreed that the Guarantor assumes responsibility for being and keeping informed of such condition or any such circumstance. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Guarantor specifically waives all defenses the Guarantor may have based on principles upon any election of suretyship remedies by the Issuer, the Indenture Trustee or guarantee the Note Insurer which destroys the Guarantor’s rights to proceed against the Transferor or otherwise governing obligations any other obligor, guarantor or Person for reimbursement, contribution or otherwise, including any loss of persons secondarily liable thereon rights that it may suffer by reason of any rights, powers, remedies or because defenses of the Transferor in connection with any laws limiting, qualifying or discharging indebtedness of or remedies against the Transferor, and the Guarantor hereby agrees not to exercise or pursue, so long as any of the Guaranteed Obligations are secured by a lien on real property. ​remain unsatisfied, any right to reimbursement, subrogation, or contribution from the Transferor in respect of payments hereunder.

Waivers. Guarantor unconditionally waives Borrower and agrees not to assert: (a) all others who now or may at any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), time become liable for all or any other Applicable Law similar part of the obligations evidenced hereby, expressly agree hereby to the foregoing that might operate to limit be jointly and severally bound, and jointly and severally: (i) Guarantor’s or waive and renounce any other Credit Party’s liability underand all homestead, or the enforcement of, this Guaranty redemption and exemption rights and the other Loan Documentsbenefit of all valuation and appraisement privileges against the indebtedness evidenced by this Note or by any extension or renewal hereof; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, waive presentment and demand for performancepayment, notice notices of nonperformancenonpayment and of dishonor, notice protest of intent to acceleratedishonor, notice of acceleration, and notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of ; (iii) waive any and all notices in connection with the delivery and acceptance of this Guaranty, notice of default under any of the Loan Documents, hereof and all other notices whatsoeverin connection with the performance, default, or enforcement of the payment hereof or hereunder; (iv) waive any and all lack of diligence and delays in the enforcement of the payment hereof; (v) agree that the liability of Borrower, guarantor, endorser or obligor shall be unconditional and without regard to the liability of any other person or entity for the payment hereof, and shall not in any manner be affected by any indulgence or forbearance granted or consented to by Lender to any of them with respect hereto; (vi) consent to any and all extensions of time, renewals, waivers, or modifications that may be granted by Lender with respect to the payment or other provisions hereof, and to the release of any security at any time given for the payment hereof, or any part thereof, with or without substitution, and to the release of any person or entity liable for the payment hereof; and (evii) consent to the addition of any and all other claim makers, endorsers, guarantors, and other obligors for the payment hereof, and to the acceptance of any and all other security for the payment hereof, and agree that the addition of any such makers, endorsers, guarantors or defense that otherwise would be available to Guarantor based on principles other obligors, or security shall not affect the liability of suretyship Borrower, any guarantor and all others now liable for all or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any part of the Guaranteed Obligations are secured by obligations evidenced hereby. This provision is a lien on real property. ​material inducement for Lender making the Loan to Borrower.

Waivers. The Guarantor unconditionally waives and agrees not to assertwaives, for the benefit of the Secured Parties: (a) any requirement that Lender first make demand uponright to require any Secured Party, as a condition of payment or performance by the Guarantor, to (i) proceed against the Co-Borrower, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the Co-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 any Secured Party in favor of any Loan Party or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantySecured Party; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules lack of Civil Procedure Rule 17(e), authority or any disability or other Applicable Law similar to defense of any Loan Party including, without limitation, any defense based on or arising out of the foregoing that might operate to limit (i) Guarantor’s lack of validity or the unenforceability of the Guarantied Obligations or any other Credit Party’s liability under, agreement or the enforcement of, this Guaranty and the other Loan Documents; instrument relating thereto or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment by reason of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, cessation of the liability of any Collateral securing Loan Party from any cause other than payment in full of the Guaranteed Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon the Administrative Agent’s or any other Secured Party’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of the Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the obligations Guarantor’s liability hereunder or liabilities under the Loan Documents of Guarantor 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 Lien or any other Credit Partyproperty subject thereto; (df) diligencenotices, presentmentdemands, protestpresentments, demand for performanceprotests, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extension, renewal, alteration or amendment, notice of including acceptance of this Guaranty, notice notices of default under the Credit Agreement or any other Loan Document, notices of default or early termination under any Related Credit Arrangement 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 the Co-Borrower and notices of any of the Loan Documents, matters referred to in Sections 3 and all other notices whatsoever4 and any right to consent to any thereof; and (eg) to the fullest extent permitted by law, any other claim defenses or defense benefits that otherwise would may be available to Guarantor based on principles derived from or afforded by law which limit the liability of suretyship or guarantee exonerate guarantors or otherwise governing obligations sureties, or which may conflict with the terms of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​this Guaranty.

Waivers. Guarantor unconditionally waives and agrees not to assert: (a) any requirement that Lender first make demand upon, or seek right to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking revoke this Guaranty with respect to enforce this Guarantyfuture Guaranteed Obligations; (b) any rights, benefits and defenses which might otherwise be available right to require Lender to do any of the following before Guarantor pursuant is obligated to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; pay the Guaranteed Obligations or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit before Lender may proceed against Guarantor: (i) Guarantor’s xxx or any exhaust remedies against Debtor and other Credit Party’s liability underguarantors or obligors, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the xxx on an accrued right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or action in respect of any other Person obligated for the payment of the Guaranteed ObligationsObligations or bring any other action, after exercise any foreclosure, trustee’s saleother right, or UCC saleexhaust all other remedies, of any Collateral securing payment of or (iii) enforce rights against Debtor’s assets or the collateral pledged by Debtor to secure the Guaranteed Obligations; (c) any statute right relating to the timing, manner, or conduct of limitations affecting Lender’s enforcement of rights against Debtor’s assets or the obligations or liabilities under collateral pledged by Debtor to secure the Loan Documents of Guarantor or any other Credit PartyGuaranteed Obligations; (d) if Guarantor and Debtor (or a third-party) have each pledged assets to secure the Guaranteed Obligations, any right to require Lender to proceed first against the other collateral before proceeding against collateral pledged by Guarantor; (e) except as expressly required hereby, promptness, diligence, presentment, protest, demand for performance, notice of nonperformanceany default under the Guaranteed Obligations, notice of acceleration or intent to accelerate, demand for payment, notice of accelerationacceptance of this Guaranty, presentment, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendmentthe incurring by Debtor of additional indebtedness, notice of acceptance of this Guarantyany suit or other action by Lender against Debtor or any other Person, any notice of default under to any party liable for the obligation which is the subject of the Loan Documentssuit or action, and all other notices whatsoeverand demands with respect to the Guaranteed Obligations and this Guaranty; (f) each of the foregoing rights or defenses regardless whether they arise under (i) Chapter 43 or Section 17.001 of the Texas Civil Practice and Remedies Code, as amended, (ii) Rule 31 of the Texas Rules of Civil Procedure, as amended, or (iii) common law, in equity, under contract, by statute, or otherwise; and (eg) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any and all rights under Sections 51.003, 51.004 and 51.005 of the Guaranteed Obligations are secured by a lien on real property. ​Texas Property Code, as amended.

Waivers. Each Guarantor unconditionally waives and agrees not waives, to assertthe extent permitted by applicable law, for the benefit of Secured Parties: (a) any requirement that Lender first make demand uponright to require any Agent, as a condition of payment or performance by such Guarantor, to (i) proceed against any Guarantee Party, any other guarantor of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held by any Guarantee Party, any other guarantor of the Guaranteed Obligations or any other Person, (iii) except as provided in any Loan Document or Counterparty Agreement, proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of any Guarantee Party or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantySecured Party; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules lack of Civil Procedure Rule 17(e), authority or any disability or other Applicable Law similar to defense (other than the foregoing that might operate to limit (idefense of payment or performance) Guarantor’s of any Guarantee Party including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Guarantee Party from any cause other Credit Partythan the occurrence of the Termination Date; (c) any defense (other than the defense of payment or performance) based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense (other than the defense of payment or performance) based upon any Agent’s liability under, errors or omissions in the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment administration of the Guaranteed Obligations, after except for (i) such Agent’s willful misconduct, bad faith or gross negligence (to the extent determined in a final non-appealable order of a court of competent jurisdiction) or (ii) such Agent’s material breach of its obligations under the Loan Documents (to the extent determined in a final non-appealable order of a court of competent jurisdiction); (e) (i) any foreclosureprinciples or provisions of law, trusteestatutory or otherwise, that are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s sale, or UCC sale, of any Collateral securing obligations hereunder (other than payment in full of the Guaranteed Obligations; ), (cii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the obligations enforcement hereof, (iii) any rights of set-offs, recoupments and counterclaims and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or liabilities under the Loan Documents of Guarantor insure any Lien or any other Credit Partyproperty subject thereto; (df) diligenceexcept as required by any other Loan Document or the applicable Counterparty Agreement, presentmentnotices, protestdemands, demand for performancepresentments, notice of nonperformanceprotests, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extension, renewal, alteration or amendment, notice of including acceptance of this Guaranty, notice notices of default under any of the Loan Documentsrenewal, and all other notices whatsoever; and (e) any other claim extension or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any modification of the Guaranteed Obligations are secured or any agreement related thereto, notices of any extension of credit to any Loan Party and notices of any of the matters referred to in Sections 3 and 4 and any right to consent to any thereof; and (g) to the fullest extent permitted by a lien on real property. ​law, any defenses (other than the defense of payment or performance) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Guaranty.

Waivers. The Guarantor unconditionally waives and agrees not to assert: (a) any requirement that Lender first make demand uponhereby waives, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit extent permitted by applicable law, (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this GuarantyGuarantee by the Holders and any and all notices and demands of every kind which may be required to be given by any statute, rule or law, (ii) any defense, right of set-off or other claim which the Guarantor may have against the Company or which the Guarantor or the Company may have against the Holders, (iii) presentment for payment, demand for payment, notice of default under nonpayment or dishonor, protest and notice of protest, diligence in collection and any of the Loan Documents, and all other formalities which otherwise might be legally required to charge the Guarantor with liability, except for demands or notices whatsoever; and expressly provided for herein, (eiv) any other claim failure by the Holders or defense the Trustee to inform the Guarantor of any facts the Holders or the Trustee may now or hereafter know about the Company, the Securities or the transactions contemplated by the Indenture, it being understood and agreed that otherwise would be available the Holders or the Trustee have no duty to so inform and that the Guarantor based is fully responsible for being and remaining informed by the Company of all circumstances bearing on principles the existence or creation, or the risk of suretyship nonpayment or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any nonperformance of the Guaranteed Obligations are secured and (v) any and all right to cause a marshalling of assets of the Company or any other action by any court or governmental body with respect thereto. No modification or waiver of any of the provisions of this Guarantee shall be binding upon the Holders except as expressly set forth in a lien writing duly signed and delivered on real property. ​behalf of the Holders; provided, however, the Company, the Guarantor and the Trustee may amend this Guarantee to cure any ambiguity, defect or inconsistency herein, provided no such action shall adversely affect the rights of any Holder.

Waivers. Guarantor unconditionally Borrower hereby waives presentment and agrees not to assert: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protestpayment, notice of dishonor, protest and notice of extension, renewal, alteration or amendment, notice of acceptance protest of this GuarantyNote and agrees to pay all costs of collection when incurred, notice of default including, without limitation, reasonable attorneys’ fees and disbursements (which costs may be added to the amount due under any this Note, be receivable therewith) and to perform and comply with each of the Loan Documentsterms, covenants and provisions contained in this Note, the Mortgage and the Assignment of Leases and Rents made by Borrower and given to Lender of even dated herewith (hereinafter, called the “Assignment of Leases”) on the part of Borrower to be observed or performed. No Release No release of any security for: (i) the Principal Balance, (ii) interest accrued and unpaid thereon and (iii) other sums due under this Note, the Mortgage and the Assignment of Leases (hereinafter collectively called the “Debt”) or extension of time for payment of this Note, or any installment thereof, and all other notices whatsoever; no alteration, amendment or waiver of any provision of this Note, the Mortgage or the Assignment of Leases made by agreement between Lender and (e) any other claim person or party shall release, discharge, modify, change or affect the liability of Borrower under this Note, the Mortgage or the Assignment of Leases. The right to plead any and all statutes of limitations as a defense that otherwise would be available to Guarantor based any demand on principles of suretyship this Note, or guarantee any agreement to pay the same, or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are demand secured by a lien on real property. ​the Mortgage, or any and all obligations and liabilities arising out of or in connection with this Note or in the Mortgage, is expressly waived by the Borrower and all guarantors, co-signers or endorsers to the fullest extent permitted by law.

Waivers. The Guarantor unconditionally hereby waives (i) promptness and agrees not diligence; (ii) notice of acceptance and notice of the incurrence of any Obligations by the Borrower; (iii) notice of any actions taken by the Administrative Agent or any Benefited Lender or the Borrower or any Loan Party under the Loan Agreement or a Swap Contract; (iv) all other notices, demands and protests, and all other formalities of every kind (including notice of presentment or demand for payment or performance), in connection with the enforcement of the Obligations or of the obligations of the Guarantor hereunder, the omission of or delay in which, but for the provisions of this Section 3, might constitute grounds for relieving the Guarantor of its obligations hereunder; (v) any right to assert: compel or direct the Administrative Agent or any Benefited Lender to seek payment or recovery of any amounts owed under this Guaranty from any one particular fund or source; (avi) any requirement that the Administrative Agent or any Benefited Lender first make demand uponprotect, secure, perfect or seek to enforce insure any security interest or lien or any property subject thereto or exhaust remedies any right or take any action against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor Borrower or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoevercollateral; and (evii) any right related to obtaining, amending, substituting for, releasing, discharging, waiving or modifying the liability of any Person for the Obligations or any security interest, liens or other claim encumbrances, if any, hereafter securing the Obligations, or the subordinating, compromising, discharging or releasing of such security interests, liens or encumbrances. In addition, the Guarantor hereby waives, to the fullest extent permitted by law, any right it may now or hereafter have to assert any defense, legal or equitable (other than the defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any payment in full of the Guaranteed Obligations are secured by a lien on real propertyObligations). ​The Guarantor agrees that neither the Administrative Agent nor any Benefited Lender shall have any obligation to marshal any assets in favor of the Guarantor or against or in payment of any or all of the Obligations.

Waivers. The Guarantor unconditionally waives and agrees not to assertwaives, for the benefit of the Lender Group: (a) any requirement that right to require any of the Lender first make demand uponGroup, as a condition of payment or performance by the Guarantor, to (i) proceed against the Co-Borrower, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from the Co-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 any of the Lender Group in favor of any Loan Party or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guarantyof the Lender Group; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules lack of Civil Procedure Rule 17(e), authority or any disability or other Applicable Law similar to defense of any Loan Party including, without limitation, any defense based on or arising out of the foregoing that might operate to limit (i) Guarantor’s lack of validity or the unenforceability of the Guarantied Obligations or any other Credit Party’s liability under, agreement or the enforcement of, this Guaranty and the other Loan Documents; instrument relating thereto or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment by reason of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, cessation of the liability of any Collateral securing Loan Party from any cause other than payment in full of the Guaranteed Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon the Administrative Agent’s or any other of the Lender Group’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of the Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the obligations Guarantor’s liability hereunder or liabilities under the Loan Documents enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any of Guarantor the Lender Group protect, secure, perfect or insure any Lien or any other Credit Partyproperty subject thereto; (df) diligencenotices, presentmentdemands, protestpresentments, demand for performanceprotests, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extension, renewal, alteration or amendment, notice of including acceptance of this Guaranty, notice notices of default under the Credit Agreement or any other Loan Document, notices of default or early termination under any Related Credit Arrangement 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 the Co-Borrower and notices of any of the Loan Documents, matters referred to in Sections 3 and all other notices whatsoever4 and any right to consent to any thereof; and (eg) to the fullest extent permitted by law, any other claim defenses or defense benefits that otherwise would may be available to Guarantor based on principles derived from or afforded by law which limit the liability of suretyship or guarantee exonerate guarantors or otherwise governing obligations sureties, or which may conflict with the terms of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​this Guaranty.

Waivers. Each Guarantor unconditionally waives hereby waives, to the fullest extent permitted by Law, for the benefit of the Administrative Agent and agrees not to assertSecured Party: (a) any requirement that Lender first make demand uponright to require the Administrative Agent or any Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of the Administrative Agent and Secured Parties favor of the Borrower or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guarantythe Administrative Agent and the Secured Parties whatsoever; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; lack of authority or §47-3605, any disability or Arizona Rules other defense of Civil Procedure Rule 17(e), the Borrower or any other Applicable Law similar to Guarantor including any defense based on or arising out of the foregoing that might operate to limit (i) Guarantor’s lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the Guarantor from any cause other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the than payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal or any law, rule, regulation, or order of any jurisdiction affecting any term of the Guaranteed Obligations; (d) any defense based upon the Administrative Agent’s or any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the obligations enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent and the Secured Parties protect, secure, perfect or liabilities under the Loan Documents of Guarantor insure any security interest or lien or any other Credit Partyproperty subject thereto; (df) diligencenotices, presentmentdemands, protestpresentments, demand for performanceprotests, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice including acceptance hereof, notices of extensiondefault hereunder, any Secured Hedge Agreement or any agreement or instrument related thereto, notices of any renewal, alteration extension or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any modification of the Guaranteed Obligations are secured or any agreement related thereto, notices of any extension of credit to the Borrower and notices of any of the matters referred to in Section 10.02 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by a lien on real propertylaw which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof. ​Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 10.02.

Waivers. Guarantor unconditionally waives and agrees not to assert: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of any other Credit Party’s liability underBorrower, protest or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender notice with respect to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosureall setoffs and all presentments, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand demands for performance, notice notices of nonperformance, notice of intent to accelerateprotests, notice of acceleration, notice notices of protest, notice notices of dishonor, notice of extension, renewal, alteration or amendment, notice dishonor and notices of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other demands whatsoever (and shall not require that the same be made on any Borrower as a condition precedent to such Guarantor's obligations hereunder), and covenants that this Guaranty will not be discharged, except by payment in full of the Guaranteed Obligations. Each Guarantor further waives all notices whatsoever; of the existence, creation or incurring of new or additional Indebtedness, arising either from additional loans extended to any Borrower or otherwise, and (e) also waives all notices that the principal amount, or any other claim portion thereof, and/or any interest on any instrument or defense that otherwise would be available to Guarantor based on principles of suretyship document evidencing all or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any part of the Guaranteed Obligations are secured is due, notices of any and all proceedings to collect from the maker, any endorser or any other guarantor of all or any part of the Guaranteed Obligations, or from any other Person, and, to the extent permitted by law, notices of exchange, sale, surrender or other handling of any security or collateral given to the Collateral Agent or the Lenders to secure payment of all or any part of the Guaranteed Obligations; provided, however, that nothing contained herein shall be deemed to waive or modify any rights, defenses or claims which such Guarantor, in its capacity as a lien on real property. ​Borrower under the Credit Agreement, as a Pledgor under a Pledge Agreement or as a Grantor under a Security Agreement, may have and which it has not expressly waived therein.

Waivers. Guarantor unconditionally Pledgor waives and agrees not (i) all rights to assert: (a) any requirement that Lender first make demand upon, or seek require Agent to enforce or exhaust remedies proceed against any other Credit Party Person, entity or collateral or to exercise any remedy set forth herein or in any other Person agreement, (ii) the defense of the statute of limitations in any action upon any of the Pledgor Obligations, (iii) any right of subrogation or against interest in the Pledgor Obligations and any Collateral right of subrogation or property similar right in the Collateral, in each case, until all Pledgor Obligations have been indefeasibly paid and performed in full, (iv) any rights to notice of any other Credit Party kind or other Person before demanding payment from Guarantor nature whatsoever, unless specifically required in this Pledge Agreement or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or non-waivable under any applicable law, and (v) to otherwise proceedthe extent permissible, against Guarantor its rights under Section 9-207 of the Uniform Commercial Code. Pledgor agrees that the Collateral, other collateral or any other Person obligated for guarantor or endorser may be released, substituted or added with respect to the payment Pledgor Obligations, in whole or in part, without releasing or otherwise affecting the liability of Pledgor, the pledge and security interests granted hereunder, or this Pledge Agreement. Agent is entitled to all of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, benefits of any Collateral securing payment a secured party set forth in Section 9-207 of the Guaranteed Obligations; (c) any statute of limitations affecting Uniform Commercial Code. Pledgor acknowledges and agrees that the obligations of Pledgor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or liabilities under enforceability of the Loan Documents of Guarantor Agreement, the Note or any other Credit Party; (d) diligenceLoan Documents, presentmentor any substitution, protest, demand release or exchange of any guarantee of or security for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan DocumentsPledgor Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever (other than the indefeasible payment and performance of all of the Pledgor Obligations in full) which might otherwise constitute a legal or equitable discharge or defense of a surety or Pledgor, it being the intent of this Section 5(k) that the obligations of Pledgor hereunder shall be absolute and unconditional under any and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​circumstances.

Waivers. Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assertassert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (a) any requirement that Lender first make demand uponfor payment or performance and protest and notice of protest; (b) any notice of acceptance; (c) any presentment, demand, protest or seek further notice or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Borrower or any other Guarantor. Each Guarantor further unconditionally and irrevocably agrees, until such time as all Secured Obligations have been indefeasibly paid in full in cash and the Commitments have been terminated (or, in the case of contingent reimbursement obligations with respect to Secured Rate Contracts or Secured Management Agreements, cash collateralized), not to (x) enforce or exhaust remedies otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the Borrower or any other Guarantor by reason of any Loan Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against any other Credit Party or other Person or against set off any Collateral or property of any its obligations to such other Credit Party or against obligations of such Credit Party to such Guarantor. No obligation of any Guarantor hereunder shall be discharged other Person before demanding payment from than by complete performance. Each Guarantor or seeking further waives any right such Guarantor may have under any applicable Requirement of Law to enforce this Guaranty; (b) require any rights, benefits and defenses which might otherwise be available Secured Party to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), seek recourse first against the Borrower or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgmentPerson, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of realize upon any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan DocumentsObligations, as a condition precedent to enforcing such Guarantor’s liability and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​under this Guaranty.

Waivers. Each Guarantor unconditionally waives and agrees not to assertwaives, for the benefit of Beneficiaries: (a) any requirement that Lender first make demand uponright to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by such Guarantor, to (i) proceed against Company, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from Company, 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 any Beneficiary in favor of Company or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantyBeneficiary; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules lack of Civil Procedure Rule 17(e), authority or any disability or other Applicable Law similar to defense of Company including, without limitation, any defense based on or arising out of the foregoing that might operate to limit (i) Guarantor’s lack of validity or the unenforceability of the Guarantied Obligations or any other Credit Party’s liability under, agreement or the enforcement of, this Guaranty and the other Loan Documents; instrument relating thereto or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment by reason of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment cessation of the Guaranteed liability of Company from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Party’s or any other Beneficiary’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the obligations enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or liabilities under insure any Lien or any property subject thereto; (f) except as expressly provided in the Loan Documents of Guarantor or any other Credit Party; (d) diligenceDocuments, presentmentnotices, protestdemands, demand for performancepresentments, notice of nonperformanceprotests, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extension, renewal, alteration or amendment, notice of including acceptance of this Guaranty, notice notices of default under the Credit Agreement, notices of default or early termination under any Lender Swap 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 Company and notices of any of the Loan Documents, matters referred to in Sections 3 and all other notices whatsoever4 and any right to consent to any thereof; and (eg) to the fullest extent permitted by law, any other claim defenses or defense benefits that otherwise would may be available to Guarantor based on principles derived from or afforded by law which limit the liability of suretyship or guarantee exonerate guarantors or otherwise governing obligations sureties, or which may conflict with the terms of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​this Guaranty.

Waivers. To the maximum extent permitted by law, Guarantor unconditionally waives and agrees not to assert: (a) any requirement that Lender first make demand uponall rights to require Agent or Banks to proceed against Borrower, or seek to any other guarantor, or proceed against, enforce or exhaust remedies against any security for the Obligations or to marshal assets or to pursue any other Credit Party remedy in Agent’s or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantyBank’s power whatsoever; (b) all defenses arising by reason of any rightsdisability or other defense of Borrower, benefits and defenses which might otherwise the cessation for any reason of the liability of Borrower, any defense that any other indemnity, guaranty or security was to be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646obtained, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), any claim that Agent or any other Applicable Law similar to the foregoing that might operate to limit (i) Bank has made Guarantor’s obligations more burdensome or any other Credit Partymore burdensome than Borrower’s liability underobligations, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right use of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment proceeds of the Guaranteed ObligationsObligations other than as intended or understood by Agent, after any foreclosure, trustee’s sale, such Bank or UCC sale, of any Collateral securing payment of the Guaranteed ObligationsGuarantor; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligenceall presentments, presentment, protest, demand demands for performance, notice notices of nonperformance, notice of intent to accelerateprotests, notice of acceleration, notice of protest, notice notices of dishonor, notice of extension, renewal, alteration or amendment, notice notices of acceptance of this Guaranty, notice of default under any Guaranty and of the Loan Documentsexistence or creation of new or additional Obligations, and all other notices whatsoeveror demands to which Guarantor might otherwise be entitled; (d) all conditions precedent to the effectiveness of this Guaranty; (e) all rights to file a claim in connection with the Obligations in an Insolvency Proceeding filed by or against Borrower; (f) all rights to require Agent or any Bank to enforce any of its respective remedies; and (eg) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of until the Guaranteed Obligations are secured by a lien on real property. ​satisfied or fully paid with such payment not subject to return: (i) all rights of subrogation, contribution, indemnification or reimbursement, (ii) all rights of recourse to any assets or property of Borrower, or to any collateral or credit support for the Obligations, (iii) all rights to participate in or benefit from any security or credit support Banks may have or acquire, and (iv) all rights, remedies and defenses Guarantor may have or acquire against Borrower.

Waivers. Each Guarantor hereby unconditionally waives and irrevocably waives, to the extent not prohibited by applicable law, and agrees not to assert, until the Guaranteed Obligations (other than contingent indemnification obligations) shall have been paid in full, any claim, defense (other than defense of payment), setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (a) any requirement that Lender first make demand uponfor payment or performance and protest and notice of protest, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rightsnotice of acceptance, benefits (c) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646payable, §12-1566(d) any other notice in respect of any Guaranteed Obligation or any part thereof, §33-725; §33- 814, §44-141, §44-142; and any defense arising by reason of any disability or §47-3605, or Arizona Rules other defense of Civil Procedure Rule 17(e), the Borrower or any other Applicable Law similar to Guarantor, and (e) the foregoing that might operate to limit (i) Guarantor’s benefits of any statutory or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) common law provision limiting the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, foreclosure or trustee’s sale, or UCC sale, sale of any Collateral collateral securing payment of the Guaranteed Obligations; , including the benefits, if any, of Arizona Revised Statutes Section 33-814. Each Guarantor further unconditionally and irrevocably agrees, until the Guaranteed Obligations (cother than contingent indemnification obligations) shall have been paid in full, not to (x) enforce or otherwise exercise any statute right of limitations affecting subrogation or any right of reimbursement or contribution or similar right against the obligations or liabilities under the Loan Documents of Guarantor Borrower or any other Guarantor by reason of any Loan Document or any payment made thereunder, (y) assert any claim, defense, setoff or counterclaim it may have against any other Credit Party; Party or set off any of its obligations to such other Credit Party against obligations of such Credit Party to such Guarantor, or (dz) diligenceassert any and all rights, presentmentbenefits and defenses which might otherwise be available under the provisions of Arizona Revised Statutes Sections 12-1641, protest121642,44-141, demand for performance44-142 or 47-3605, notice or Arizona Rules of nonperformanceCivil Procedure Rule 17(f), notice of intent or any other applicable statutes, rules or common law principles or provisions which might operate to acceleratelimit Guarantor’s liability under, notice of accelerationor the enforcement of, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice . No obligation of default under any of the Loan Documents, and all Guarantor hereunder shall be discharged other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured than by a lien on real property. ​complete performance.

Waivers. Each Guarantor unconditionally waives and agrees not to assertwaives, for the benefit of Beneficiaries: (a) any requirement that Lender first make demand uponright to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by such Guarantor, to (i) proceed against Company, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from Company, 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 any Beneficiary in favor of Company or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantyBeneficiary; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules lack of Civil Procedure Rule 17(e), authority or any disability or other Applicable Law similar to defense of Company including, without limitation, any defense based on or arising out of the foregoing that might operate to limit (i) Guarantor’s lack of validity or the unenforceability of the Guarantied Obligations or any other Credit Party’s liability under, agreement or the enforcement of, this Guaranty and the other Loan Documents; instrument relating thereto or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment by reason of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment cessation of the Guaranteed liability of Company from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Party’s or any other Beneficiary’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting Guaranty such Guarantor’s liability hereunder or the obligations enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or liabilities under the Loan Documents of Guarantor insure any Lien or any other Credit Partyproperty subject thereto; (df) diligencenotices, presentmentdemands, protestpresentments, demand for performanceprotests, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extension, renewal, alteration or amendment, notice of including acceptance of this Guaranty, notice notices of default under the Credit Agreement, notices of default or early termination under any Lender Swap 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 Company and notices of any of the Loan Documents, matters referred to in Sections 3 and all other notices whatsoever4 and any right to consent to any thereof; and (eg) to the fullest extent permitted by law, any other claim defenses or defense benefits that otherwise would may be available to Guarantor based on principles derived from or afforded by law which limit the liability of suretyship or guarantee exonerate guarantors or otherwise governing obligations sureties, or which may conflict with the terms of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​this Guaranty.

Waivers. Guarantor unconditionally waives and agrees not to assertwaives, for the benefit of Beneficiaries: (a) any requirement that Lender first make demand uponright to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by Guarantor, to (i) proceed against Company, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from Company, 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 any Beneficiary in favor of Company or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantyBeneficiary; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules lack of Civil Procedure Rule 17(e), authority or any disability or other Applicable Law similar to defense of Company including, without limitation, any defense based on or arising out of the foregoing that might operate to limit (i) Guarantor’s lack of validity or the unenforceability of the Guarantied Obligations or any other Credit Party’s liability under, agreement or the enforcement of, this Guaranty and the other Loan Documents; instrument relating thereto or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment by reason of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment cessation of the Guaranteed liability of Company from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Party’s or any other Beneficiary’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Guaranty 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 obligations enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or liabilities under insure any Lien or any property subject thereto; (f) except as expressly provided in the Loan Documents of Guarantor or any other Credit Party; (d) diligenceDocuments, presentmentnotices, protestdemands, demand for performancepresentments, notice of nonperformanceprotests, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extension, renewal, alteration or amendment, notice of including acceptance of this Guaranty, notice notices of default under the Credit Agreement, notices of default or early termination under any Lender Swap 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 Company and notices of any of the Loan Documents, matters referred to in Sections 3 and all other notices whatsoever4 and any right to consent to any thereof; and (eg) to the fullest extent permitted by law, any other claim defenses or defense benefits that otherwise would may be available to Guarantor based on principles derived from or afforded by law which limit the liability of suretyship or guarantee exonerate guarantors or otherwise governing obligations sureties, or which may conflict with the terms of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​this Guaranty.

Waivers. Guarantor unconditionally Each Grantor waives and agrees not to assert: (a) any requirement that Lender first make demand upondemand, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentmentnotice, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this GuarantyAgreement, notice of default under any of the Loan Documentsloans made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices whatsoeverof any description. With respect to both the Secured Obligations and the Collateral, each Grantor assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as the Administrative Agent may deem advisable. The Administrative Agent shall have no duty as to the collection or protection of the Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto beyond the safe custody thereof. Each Grantor further waives any and all other suretyship defenses. Further, to the fullest extent permitted by applicable Laws, each Grantor waives (i) any right to require Administrative Agent or any Secured Party to proceed against any other Person, to exhaust its rights in Collateral, or to pursue any other right which Administrative Agent or any Secured Party may have; (ii) with respect to the Secured Obligations, presentment and demand for payment, protest, notice of protest and nonpayment, and notice of the intention to accelerate; and (eiii) all rights of marshaling in respect of any and all of the Collateral. Each Grantor agrees that this Security Agreement, the Security Interest and all rights, remedies, powers and privileges provided to the Administrative Agent under this Security Agreement are in addition to and not in any way affected or limited by any other claim security now or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because at any time held by the Administrative Agent (for the benefit of the Guaranteed Obligations are secured by a lien on real property. ​Secured Parties) to secure payment and performance of the Secured Obligations.

Waivers. Guarantor unconditionally waives and agrees not to assertwaives, for the benefit of Beneficiaries: (a) any requirement that Lender first make demand uponright to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by Guarantor, to (i) proceed against Company, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from Company, 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 any Beneficiary in favor of Company or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantyBeneficiary; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules lack of Civil Procedure Rule 17(e), authority or any disability or other Applicable Law similar defense of Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of any agreement or instrument relating to the foregoing that might operate to limit (i) Guarantor’s Guarantied Obligations or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment by reason of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment cessation of the Guaranteed liability of Company from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Partys or any other Beneficiarys errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of Guarantors obligations hereunder, (ii) the benefit of any statute of limitations affecting Guarantors liability hereunder or the obligations enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or liabilities under the Loan Documents of Guarantor insure any Lien or any other Credit Partyproperty subject thereto; (df) diligencenotices, presentmentdemands, protestpresentments, demand for performanceprotests, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extension, renewal, alteration or amendment, notice of including acceptance of this Guaranty, notice notices of default under the Purchase 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 Company and notices of any of the Loan Documents, matters referred to in Sections 3 and all other notices whatsoever4 and any right to consent to any thereof; and (eg) to the fullest extent permitted by law, any other claim defenses or defense benefits that otherwise would may be available to Guarantor based on principles derived from or afforded by law which limit the liability of suretyship or guarantee exonerate guarantors or otherwise governing obligations sureties, or which may conflict with the terms of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​this Guaranty.

Waivers. Guarantor unconditionally waives Debtors and agrees not to assert: (a) all others who now or may at any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), time become liable for all or any other Applicable Law similar part of the obligations evidenced hereby, expressly agree hereby to the foregoing that might operate to limit be jointly and severally bound, and jointly and severally: (i) Guarantor’s or any other Credit Party’s liability underwaive presentment and demand for payment, or the enforcement ofnotices of nonpayment and of dishonor, this Guaranty protest of dishonor, and the other Loan Documentsnotice of protest; or (ii) waive any and all notices in connection with the right of Lender to recover a deficiency judgmentdelivery and acceptance hereof and all other notices in connection with the performance, default, or to otherwise proceed, against Guarantor or any other Person obligated for enforcement of the payment of the Guaranteed Obligationshereof or hereunder, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, including notice of intent to accelerate; (iii) waive any and all lack of diligence and delays in the enforcement of the payment hereof; (iv) agree that the liability of each Debtor, notice any Guarantor, endorser or obligor shall be unconditional, joint and several and subject to no defenses or offset rights against any Landlord Party, and without regard to the liability of accelerationany other person or entity for the payment hereof, notice of protest, notice of dishonor, notice of extension, renewal, alteration and shall not in any manner be affected by any indulgence or amendment, notice of acceptance of this Guaranty, notice of default under forbearance granted or consented to by the Landlord Parties to any of them with respect hereto; (v) consent to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Loan DocumentsLandlord Parties with respect to the payment or other provisions hereof, and to the release of any security at any time given for the payment hereof, or any part thereof, with or without substitution, and to the release of any person or entity liable for the payment hereof; and (vi) consent to the addition of any and all other notices whatsoever; makers, endorsers, Guarantors, and (e) other obligors for the payment hereof, and to the acceptance of any and all other claim security for the payment hereof, and agree that the addition of any such makers, endorsers, Guarantors or defense that otherwise would be available to other obligors, or security shall not affect the liability of any Debtor, any Guarantor based on principles of suretyship and all others now liable for all or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any part of the Guaranteed Obligations are secured by a lien on real property. ​obligations evidenced hereby.

Waivers. Each Guarantor unconditionally waives and agrees not to assertwaives, for the benefit of Beneficiaries: (a) any requirement that Lender first make demand uponright to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrower, any other guarantor (including any other Guarantor) of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from 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 any Beneficiary in favor of Borrower or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantyBeneficiary; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules lack of Civil Procedure Rule 17(e), authority or any disability or other Applicable Law similar to defense of Borrower including, without limitation, any defense based on or arising out of the foregoing that might operate to limit (i) Guarantor’s lack of validity or the unenforceability of the Guarantied Obligations or any other Credit Party’s liability under, agreement or the enforcement of, this Guaranty and the other Loan Documents; instrument relating thereto or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment by reason of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment cessation of the Guaranteed liability of Borrower from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Party's or any other Beneficiary's errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor's liability hereunder or the obligations enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or liabilities under the Loan Documents of Guarantor insure any Lien or any other Credit Partyproperty subject thereto; (df) diligencenotices, presentmentdemands, protestpresentments, demand for performanceprotests, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extension, renewal, alteration or amendment, notice of including acceptance of this Guaranty, notice notices of default under the Credit Agreement, notices of default or early termination under any Lender Hedge 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 Borrower and notices of any of the Loan Documents, matters referred to in Section 3 and all other notices whatsoever4 hereof and any right to consent to any thereof; and (eg) to the fullest extent permitted by law, any other claim defenses or defense benefits that otherwise would may be available to Guarantor based on principles derived from or afforded by law which limit the liability of suretyship or guarantee exonerate guarantors or otherwise governing obligations sureties, or which may conflict with the terms of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​this Guaranty.

Waivers. Each Guarantor unconditionally waives and agrees not waives, to assertthe extent permitted by applicable law, for the benefit of Secured Parties: (a) any requirement that Lender first make demand uponright to require Agent, as a condition of payment or performance by such Guarantor, to (i) proceed against any Guarantee Party, any other guarantor of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held by any Guarantee Party, any other guarantor of the Guaranteed Obligations or any other Person, (iii) except as provided in any Loan Document or Counterparty Agreement, proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of any Guarantee Party or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantySecured Party; (b) any rightsdefense (other than the defense of payment or performance) arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules lack of Civil Procedure Rule 17(e), authority or any disability or other Applicable Law similar to defense of any Guarantee Party including, without limitation, any defense based on or arising out of the foregoing that might operate to limit (i) Guarantor’s lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Guarantee Party from any cause other Credit Partythan the occurrence of the Termination Date; (c) any defense (other than the defense of payment or performance) based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense (other than the defense of payment or performance) based upon Agent’s liability under, errors or omissions in the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment administration of the Guaranteed Obligations, after any foreclosureexcept for (i) Agent’s willful misconduct, trusteebad faith or gross negligence (to the extent determined in a final non-appealable order of a court of competent jurisdiction) or (ii) Agent’s sale, or UCC sale, material breach of any Collateral securing payment its obligations under the Loan Documents (to the extent determined in a final non-appealable order of the Guaranteed Obligationsa court of competent jurisdiction); (ce) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the obligations enforcement hereof, (iii) any rights of set-offs, recoupments and counterclaims and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or liabilities under the Loan Documents of Guarantor insure any Lien or any other Credit Partyproperty subject thereto; (df) diligenceexcept as required by any other Loan Document or the applicable Counterparty Agreement, presentmentnotices, protestdemands, demand for performancepresentments, notice of nonperformanceprotests, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extension, renewal, alteration or amendment, notice of including acceptance of this Guaranty, notice notices of default under any of the Loan Documentsrenewal, and all other notices whatsoever; and (e) any other claim extension or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any modification of the Guaranteed Obligations are secured or any agreement related thereto, notices of any extension of credit to any Loan Party and notices of any of the matters referred to in Sections 3 and 4 and any right to consent to any thereof; and (g) to the fullest extent permitted by a lien on real property. ​law, any defenses (other than the defense of payment or performance) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Guaranty.

Waivers. Guarantor unconditionally waives and agrees not to assert: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any provisions of the Loan Documents, and all hereby waives to the fullest extent now or hereafter not prohibited by applicable law (I) notice of (a) any loans or advances made by Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or any other notices whatsoever; Loan Document, (d) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Property, (e) the occurrence of (X) any breach by Borrower of any of the terms or conditions of the Loan Agreement or any other claim Loan Documents, or defense that otherwise would be available (Y) an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower, and (i) any other action at any time taken or omitted by Lender, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations and/or the obligations hereby guaranteed, (II) all suretyship defenses and defenses in the nature thereof, (III) any right or claim of right to cause a marshalling of the assets of Borrower or of any collateral for the Loan, or to cause Lender to proceed against any of the other security for the Guaranteed Obligations or the Obligations of Borrower before proceeding under this Guaranty against Guarantor, or, if there shall be more than one Guarantor, to require Lender to proceed against any other Guarantor or any of the Guarantors in any particular order, (IV) the right to assert a counterclaim, other than a mandatory or compulsive counterclaim, in any action or proceeding brought against or by Guarantor, (V) 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, (VI) any defense based upon an election of remedies by Lender, (VII) any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower, any Tenant, 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 secured 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 Borrower, any Tenant or of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by a lien on real property. ​Guarantor hereunder; (VIII) any lack of notice of disposition or of manner of disposition of any collateral for the Loan, (IX) any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents, (X) any lack of commercial reasonableness in dealing with the collateral for the Loan, (XI) 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, (XII) 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 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, (XIII) 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 Code, 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 (XIV) the benefits of the “one action rule” under NRS 40.430, to the extent permitted in NRS Section 40.495.

Waivers. Guarantor unconditionally waives and agrees not to assert: (a) The Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law, the right to assert as a defense in any suit by the Holder seeking payment by the Guarantor of amounts due hereunder, any of the issues, events, actions or circumstances set forth in Section 3 hereof; provided, however, that such waiver shall not in any way limit or bar the ability of the Guarantor or the Issuer to assert such issue, event, action or circumstance as a counterclaim in any such suit; provided, however, that the Guarantor shall not be permitted to assert such counterclaim if the claim has been finally resolved on the merits in favor of the Holder in a prior suit by the Holder against the Issuer. The Guarantor further irrevocably waives, to the fullest extent permitted by applicable law, promptness, diligence, presentment, demand of payment, filing of claims with a court in the event of receivership or bankruptcy of the Issuer, protest or notice with respect to the Obligations; all presentments, demands for performance, notices of nonperformance, notices of nonpayment, notices of default, protests, notices of dishonor, notices of acceptance of this Guaranty and proof of reliance hereon, and any other notice with respect to any Obligations and this Guaranty; the benefits of all statutes of limitation; except as provided in the proviso to Section 2 hereof, any requirement that Lender first make demand uponany Holder or any other Person protect, secure, perfect or seek to enforce insure any lien or any property subject thereto or exhaust remedies any right or take any action against the Issuer or any other Credit Party or other Person or against any Collateral or property collateral in connection with the Obligations; any duty on the part of any other Credit Party or other Person before demanding payment from Guarantor or seeking Holder to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar disclose to the foregoing that Company any matter, fact or thing relating to the business, operation or condition of any person and its assets now known or hereinafter known by such Holder; any rights by which it might operate be entitled to limit (i) Guarantor’s require suit on an accrued right of action in respect of any of the Obligations or any other Credit Party’s liability under, require suit against the Issuer or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated Person; and all other demands whatsoever (and shall not require that the same be made on the Issuer as a condition precedent to the Guarantor’s obligations hereunder) other than demand for payment and performance by the Guarantor hereunder, and covenants that this Guaranty will not be discharged, except by complete payment of the Guaranteed Obligations. The Guarantor further waives all notices of the existence, after any foreclosurecreation or incurring of new or additional indebtedness of the Issuer, trustee’s salearising either from additional loans extended to the Issuer or otherwise, and also waives all notices that the principal amount, or UCC saleany portion thereof, and/or any interest on any instrument or document evidencing all or any part of the Obligations is due, notices of any Collateral securing payment of and all proceedings to collect from the Guaranteed Obligations; (c) maker, any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor endorser or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice guarantor of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration all or amendment, notice of acceptance of this Guaranty, notice of default under any part of the Loan DocumentsObligations, and all other notices whatsoever; and (e) or from any other claim Person, and, to the fullest extent permitted by law, notices of exchange, sale, surrender or defense that otherwise would be available other handling of any security or collateral given to Guarantor based on principles the Holder to secure payment of suretyship all or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any part of the Guaranteed Obligations are secured by a lien on real property. ​Obligations.

Waivers. Guarantor unconditionally hereby expressly waives and agrees not to assert: (a) any requirement that Lender first make diligence, presentment, demand uponfor payment, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property protest, benefit of any other Credit Party statute of limitations affecting Borrower's liability under the Loan Documents or other Person before demanding payment from Guarantor or seeking to enforce the enforcement of this Guaranty; (b) discharge due to any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules disability of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed ObligationsBorrower; (c) any statute defenses of limitations affecting the Borrower to obligations or liabilities under the Loan Documents not arising under the express terms of Guarantor the Loan Documents or any other Credit Partyfrom a material breach thereof by Agent which under the law has the effect of discharging Borrower from the Liabilities as to which this Guaranty is sought to be enforced; (d) diligencethe benefit of any act or omission by Agent which directly or indirectly results in or aids the discharge of Borrower from any of the Liabilities by operation of law or otherwise; (e) all notices whatsoever, presentmentincluding, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendmentwithout limitation, notice of acceptance of this GuarantyGuaranty and the incurring of the Liabilities; and (f) any requirement that Agent exhaust any right, notice of default under power or remedy or proceed against Borrower or any other security for, or any other guarantor of, or any other party liable for, any of the Loan DocumentsLiabilities or any portion thereof. Guarantor specifically agrees that it shall not be necessary or required, and all other notices whatsoeverGuarantor shall not be entitled to require, that Agent or any Lender (i) file suit or proceed to assert or obtain a claim for personal judgment against Borrower for the Liabilities; and (eii) make any effort at collection or enforcement of the Liabilities from Borrower; (iii) file suit or proceed to obtain or assert a claim for personal judgment against Guarantor or any other claim guarantor or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily other party liable thereon or because for the Liabilities; (iv) make any effort at collection of the Guaranteed Obligations are secured by Liabilities from any such party; (v) exercise or assert any other right or remedy to which Agent or any Lender is or may be entitled in connection with the Liabilities or any security or guaranty relating thereto; or (vi) file or assert any claim against assets of Borrower before or as a lien on real property. ​condition of enforcing the liability of Guarantor under this Guaranty.

Waivers. Guarantor The Guarantors unconditionally waives and agrees not irrevocably waive, to assertthe fullest extent permitted by applicable law: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property notice of any other Credit Party or other Person before demanding payment from Guarantor or seeking of the matters referred to enforce this Guarantyin Section 2; (b) all notices which may be required by statute, rule of law or otherwise to preserve any rightsrights against the Guarantors hereunder, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646including, §12-1566without limitation, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules notice of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability underacceptance of this Guaranty, or the enforcement ofcreation, this Guaranty and the other Loan Documents; renewal, extension, modification or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment accrual of the Guaranteed Obligations, after any foreclosure, trustee’s sale, Obligations or UCC sale, notice of any Collateral securing payment other matters relating thereto, any presentment, demand, notice of the Guaranteed Obligationsdishonor, protest, nonpayment of any damages or other amounts payable under any Credit Document; (c) any statute requirement for the enforcement, assertion or exercise of limitations affecting any right, remedy, power or privilege under or in respect of any Credit Document, including, without limitation, diligence in collection or protection of or realization upon the obligations or liabilities under the Loan Documents of Guarantor Guaranteed Obligations or any other Credit Partypart thereof or any collateral therefor; (d) any requirement of diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoever; and (e) any requirement to mitigate the damages resulting from a default by the Borrower under any Credit Document; (f) the occurrence of every other claim condition precedent to which the Guarantors or defense that the Borrower may otherwise would be available entitled; (g) the right to Guarantor based require the Lender to proceed against the Borrower or any other person liable on principles the Guaranteed Obligations, to proceed against or exhaust any security held by the Borrower or any other person, or to pursue any other remedy in the Lender’s power whatsoever; (h) the right to have the property of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any the Borrower first applied to the discharge of the Guaranteed Obligations are secured and (i) until such time that all Guaranteed Obligations have been indefeasibly paid in full, any and all rights it may now or hereafter have under any agreement or at law or in equity (including, without limitation, any law subrogating the Guarantors to the rights of the Lender) to assert any claim against or seek contribution, indemnification or any other form of reimbursement from the Borrower or any other party liable for payment of any or all of the Guaranteed Obligations for any payment made by a lien on real propertythe Guarantors under or in connection with this Guaranty or otherwise. ​The Lender may, at its election, exercise any right or remedy it may have against the Borrower without affecting or impairing in any way the liability of the Guarantors hereunder and the Guarantors waive, to the fullest extent permitted by applicable law, any defense arising out of the absence, impairment or loss of any right of reimbursement, contribution or subrogation or any other right or remedy of the Guarantors against the Borrower, whether resulting from such election by the Lender or otherwise. The Guarantors waive any defense arising by reason of any disability or other defense of the Borrower or by reason of the cessation for any cause whatsoever of the liability, either in whole or in part, of the Borrower to the Lender for the Guaranteed Obligations. The Guarantors assume the responsibility for being and keeping informed of the financial condition of the Borrower and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and agrees that the Lender shall not have any duty to advise the Guarantors of information regarding any condition or circumstance or any change in such condition or circumstance. The Guarantors acknowledge that the Lender has not made any representations to the Guarantors concerning the financial condition of the Borrower.

Waivers. Guarantor unconditionally waives and agrees not to assert: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit Each Indemnitor hereby (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty waives and the other Loan Documents; or relinquishes all rights and remedies accorded by applicable law to indemnitors and guarantors and (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, waives notice of acceptance of this GuarantyAgreement and notice of any liability to which it may apply, and waives diligence, presentment, demand of payment, protest, notice of default under dishonor or nonpayment or notice of any kind in connection with this Agreement. Each Indemnitor further waives, to the maximum extent permitted by law, (a) any defense based upon an election of remedies (including, if available, an election to proceed by non-judicial foreclosure) by Lender, (b) any rights or defenses created by any anti-deficiency statutes applicable to the Loan, (c) any right to require Lender to marshal assets or proceed against or exhaust its recourse against Borrower, any other Indemnitor or other Obligated Party or any security for the Indemnified Losses or to pursue any other remedy before being entitled to payment from Indemnitors or before proceeding against any Indemnitor for payment and performance of the Indemnified Losses, (d) the defense of the statute of limitation in any action hereunder or for the collection or the performance of the Indemnified Losses, (e) any defense that may arise by reason of (i) the incapacity, lack of authority, death or disability of Borrower or any partner thereof, any Indemnitor, or any other Person, (ii) the revocation or repudiation hereof by any Indemnitor, or the revocation or repudiation of any of the Loan Documents by Borrower or any other Person, (iii) the failure of Lender to file or enforce a claim against the estate (either in administration, bankruptcy or any other proceeding) of any other Indemnitor or any other Person, (iv) the unenforceability in whole or in part of the Loan Documents, and all (v) Lender's election, in any proceeding instituted under the United States Bankruptcy Code, of the application of Section 1111(b)(2) of the United States Bankruptcy Code, or (vi) any borrowing or grant of a security interest under Section 364 of the United States Bankruptcy Code, (f) the right to assert a counterclaim, other notices whatsoever; than a mandatory or compulsory counterclaim, in any action or proceeding brought against or by Lender, and (eg) all homestead exemption rights against the obligations hereunder; it being the intention hereof that each Indemnitor shall remain liable as principal, to the extent set forth herein, notwithstanding any other claim act, omission or defense that thing which might otherwise would be available to Guarantor based on principles operate as a legal or equitable discharge of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​Indemnitor.

Waivers. Guarantor unconditionally waives Until payment in full in cash of all of the Obligations and agrees not the termination of any commitments to assertmake further extensions of credit under the Loan Documents, the Account Party shall not: (a) exercise any requirement that Lender first make demand uponright against any Credit Party, by way of subrogation, reimbursement, indemnity, contribution, or seek the like; or (b) file any proof of any claim in competition with the Agent or any Lender in respect of the Letter of Credit or any drawing thereunder in any bankruptcy or insolvency proceedings of any nature with respect to enforce or exhaust any Credit Party. Account Party hereby agrees that Agent and Lenders may exercise remedies against any other Credit Party all or other Person or against any Collateral or property part of any collateral held as security for the Obligations, and apply any proceeds of such collateral to the Obligations, in such order as Agent and Lenders, in their sole discretion, elect. Account Party agrees not to assert and hereby waives, to the fullest extent permitted by law, (a) any right to promptness, diligences, presentment, demand, protest, notice of acceptance, notice of any Obligations incurred and all other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; notices of any kind, (b) any rightsright to request, benefits and defenses which might plead or otherwise assert or otherwise claim the benefit of, any marshaling, appraisement, valuation or other similar right of a creditor that may otherwise be available under applicable law or any right to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; receive notice of Agent’s and Lenders’ intended disposition of such collateral (or §47-3605, or Arizona Rules of Civil Procedure Rule 17(ea portion thereof), (c) all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect and (d) all suretyship defenses generally. Neither Agent nor any other Applicable Law similar Lender nor any of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any of such collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any such collateral upon the foregoing that might operate to limit (i) Guarantor’s request of any Credit Party or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor Account Party or any other Person obligated for the payment or to take any other action whatsoever with regard to any such collateral or any part thereof. Account Party hereby waives, releases and discharges any and all rights, claims, causes of the Guaranteed Obligationsaction, after any foreclosureliabilities, trustee’s saleclaims and demands, in law or equity, which Account Party has had, now has, or UCC salemay in the future have, arising out of or relating directly or indirectly to the taking or not taking of any Collateral securing payment of the Guaranteed Obligations; (c) act or proceeding or not proceeding with any statute of limitations affecting the obligations action which Agent or liabilities under any Lender may take pursuant to the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent documents or in an effort to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any collect in respect of the Loan Documents, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​Obligations.

Waivers. To the maximum extent permitted by law, Guarantor unconditionally waives and agrees not to assert: (a) any requirement that Lender first make demand uponall rights to require Bank to proceed against Borrower, or seek to any other guarantor, or proceed against, enforce or exhaust remedies against any security for the Obligations or to marshal assets or to pursue any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guarantyremedy in Bank’s power whatsoever; (b) all defenses arising by reason of any rightsdisability or other defense of Borrower, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646the cessation for any reason of the liability of Borrower, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any defense that any other Applicable Law similar indemnity, guaranty or security was to the foregoing be obtained, any claim that might operate to limit (i) Bank has made Guarantor’s obligations more burdensome or more burdensome than Borrower’s obligations, and the use of any proceeds of the Obligations other Credit Party’s liability underthan as intended or understood by Bank or Guarantor; (c) all presentments, or the enforcement ofdemands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Guaranty and the other Loan Documents; existence or (ii) the right creation of Lender to recover a deficiency judgment, new or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed additional Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoeveror demands to which Guarantor might otherwise be entitled; (d) all rights to file a claim in connection with the Obligations in an Insolvency Proceeding filed by or against Borrower except as subordinate to Bank’s claim; (e) all rights to require Bank to enforce any of its remedies; and (ef) until the Obligations are satisfied and fully and finally paid with such payment not subject to return (i) all rights of subrogation, contribution, indemnification or reimbursement, (ii) all rights of recourse to any other claim assets or defense property of Borrower, or to any collateral or credit support for the Obligations except as subordinate to Bank’s rights, (iii) all rights to participate in or benefit from any security or credit support Bank may have or acquire, and (iv) all rights, remedies and defenses Guarantor may have or acquire against Borrower. Guarantor understands that otherwise would be available to Guarantor based if Bank forecloses by trustee’s sale on principles a deed of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because trust securing any of the Guaranteed Obligations, Guarantor would then have a defense preventing Bank from thereafter enforcing Guarantor’s liability for the unpaid balance of the secured Obligations. This defense arises because the trustee’s sale would eliminate Guarantor’s right of subrogation, and therefore Guarantor would be unable to obtain reimbursement from Borrower. Guarantor specifically waives this defense and all rights and defenses that Guarantor may have against Bank because the Obligations are secured by a lien on real property. ​This means, among other things: (A) Bank may collect from Guarantor without first foreclosing on any real property collateral pledged by Borrower; and (B) if Bank forecloses on any real property collateral pledged by Borrower, then: (I) the amount of the Obligations may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (II) Bank may collect from Guarantor even if Bank, 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 Guarantor may have because the Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure or similar laws in other states. In addition, Guarantor waives all rights and defenses arising out of an election of remedies by Bank, even though that election of remedies, such as non-judicial foreclosure with respect to security for a secured obligation, may have destroyed Guarantor’s rights of subrogation by the operation of Section 580d of the California Code of Civil Procedure or otherwise.

Waivers. Each Indemnity Guarantor unconditionally hereby waives and agrees not relinquishes, to assertthe fullest extent permitted by law: (a) all rights or claims of right to cause a marshalling of assets or to cause Agent to proceed against any requirement that Lender first make demand uponof the Collateral before proceeding under this Indemnity Guaranty, or seek to enforce or exhaust remedies against any other Credit Party Loan Document to which such Indemnity Guarantor is a party, against them (or other Person any of them) or against any Collateral or property of any other Credit Party guarantor or other Person before demanding payment from Guarantor or seeking to enforce this Guarantyindemnitor under the Loan; (b) all rights and remedies accorded by applicable law to sureties or guarantors, except any rightsrights of subrogation and contribution (the exercise of which are subject to the terms of this Indemnity Guaranty); (c) the right to assert a counterclaim, benefits other than a mandatory or compulsory counterclaim, in any action or proceeding brought by or against him; (d) notice of acceptance of this Indemnity Guaranty and defenses which might otherwise be available any such other Loan Document and of any action taken or omitted in reliance hereon; (e) presentment for payment, demand, protest, notice of nonpayment or failure to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; perform or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e)observe, or any other Applicable Law similar proof, notice or demand to the foregoing that which it might operate otherwise be entitled with respect to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (cf) any statute all homestead or exemption rights, rights of limitations affecting redemption, valuation, appraisement, stay of execution, notice of election to mature or declare due the obligations or liabilities under whole of the Obligations in the event of foreclosure of the Liens created by the Loan Documents against the Guaranteed Obligations and the benefits of Guarantor any statutes of limitation or any other Credit Partyrepose; (dg) diligence, presentment, protest, demand for performance, notice any requirement of nonperformance, notice diligence or promptness on Agent’s part in the enforcement of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance its rights under the provisions of this Guaranty, notice of default Indemnity Guaranty and any such other Loan Document; (h) any defense to the obligation to make any payments required under any of the this Indemnity Guaranty or such other Loan Documents, and all other notices whatsoever; and (ei) any other claim defense based upon an election of remedies by Agent, including any election to proceed by judicial or defense that otherwise would be available non-judicial foreclosure of any Collateral, whether real property or personal property security, or by deed in lieu thereof, and whether or not every aspect of any foreclosure sale is commercially reasonable or any election of remedies, including remedies relating to Guarantor based on principles of suretyship real property or guarantee personal property security, which destroys or otherwise governing obligations impairs the subrogation rights of persons secondarily liable thereon any Indemnity Guarantor or because the rights of any of the Guaranteed Obligations are secured by a lien on real property. ​Indemnity Guarantor to proceed against any Borrower Party or any guarantor for reimbursement, or both.

Waivers. Guarantor unconditionally waives and agrees not to asserthereby waives: (a) presentment for payment, notice of dishonor, demand, protest, and notice thereof as to any requirement that Lender first make demand uponinstrument, and all other notices and demands to which Guarantor might be entitled, including without limitation notice of all of the following: the acceptance hereof; the creation, existence, or seek acquisition of any Indebtedness; the amount of the Indebtedness from time to enforce or exhaust remedies against time outstanding; any other Credit Party foreclosure sale or other Person disposition of any property which secures any or against any Collateral all of the Indebtedness or property which secures the obligations of any other Credit Party guarantor of any or all of the Indebtedness; any adverse change in Borrower's financial position; any other Person before demanding fact which might increase Guarantor's risk; any default, partial payment from Guarantor or seeking to enforce non-payment of all or any part of the Indebtedness; the occurrence of any other Event of Default (as hereinafter defined); any and all agreements and arrangements between Greyrock and Borrower and any changes, modifications, or extensions thereof, and any revocation, modification or release of any guaranty of any or all of the Indebtedness by any person (including without limitation any other person signing this Guaranty); (b) any rights, benefits and defenses which might otherwise be available right to Guarantor pursuant require Greyrock to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605institute suit against, or Arizona Rules of Civil Procedure Rule 17(e)to exhaust its rights and remedies against, Borrower or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgmentperson, or to otherwise proceed, proceed against Guarantor any property of any kind which secures all or any other Person obligated for the payment part of the Guaranteed Obligations, after any foreclosure, trustee’s saleIndebtedness, or UCC saleto exercise any right of offset or other right with respect to any reserves, credits or deposit accounts held by or maintained with Greyrock or any indebtedness of Greyrock to Borrower, or to exercise any Collateral securing payment of the Guaranteed Obligationsother right or power, or pursue any other remedy Greyrock may have; (c) any statute defense arising by reason of limitations affecting any disability or other defense of Borrower or any other guarantor or any endorser, co-maker or other person, or by reason of the obligations cessation from any cause whatsoever of any liability of Borrower or liabilities any other guarantor or any endorser, co-maker or other person, with respect to all or any part of the Indebtedness, or by reason of any act or omission of Greyrock or others which directly or indirectly results in the discharge or release of Borrower or any other guarantor or any other person or any Indebtedness or any security therefor, whether by operation of law or otherwise; (d) any defense arising by reason of any failure of Greyrock to obtain, perfect, maintain or keep in force any security interest in, or lien or encumbrance upon, any property of Borrower or any other person; (e) any defense based upon any failure of Greyrock to give Guarantor notice of any sale or other disposition of any property securing any or all of the Indebtedness, or any defects in any such notice that may be given, or any failure of Greyrock to comply with any provision of applicable law in enforcing any security interest in or lien upon any property securing any or all of the Indebtedness including, but not limited to, any failure by Gxxxxxxx to dispose of any property securing any or all of the Indebtedness in a commercially reasonable manner; (f) any defense based upon or arising out of any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against Borrower or any other guarantor or any endorser, co-maker or other person, including without limitation any discharge of, or bar against collecting, any of the Indebtedness (including without limitation any interest thereon), in or as a result of any such proceeding; and (g) the benefit of any and all statutes of limitation with respect to any action based upon, arising out of or related to this Guaranty. Until all of the Indebtedness has been paid, performed, and discharged in full, nothing shall discharge or satisfy the liability of Guarantor hereunder except the full performance and payment of all of the Indebtedness. If any claim is ever made upon Greyrock for repayment or recovery of any amount or amounts received by Greyrock in payment of or on account of any of the Indebtedness, because of any claim that any such payment constituted a preferential transfer or fraudulent conveyance, or for any other reason whatsoever, and Greyrock repays all or part of said amount by reason of any judgment, decree or order of any court or administrative body having jurisdiction over Greyrock or any of its property, or by reason of any settlement or compromise of any such claim effected by Gxxxxxxx with any such claimant (including without limitation the Borrower), then and in any such event, Guarantor agrees that any such judgment, decree, order, settlement and compromise shall be binding upon Guarantor, notwithstanding any revocation or release of this Guaranty or the cancellation of any note or other instrument evidencing any of the Indebtedness, or any release of any of the Indebtedness, and the Guarantor shall be and remain liable to Greyrock under this Guaranty for the Loan Documents amount so repaid or recovered, to the same extent as if such amount had never originally been received by Gxxxxxxx, and the provisions of this sentence shall survive, and continue in effect, notwithstanding any revocation or release of this Guaranty. Until all of the Indebtedness has been irrevocably paid and performed in full, Guarantor hereby expressly and unconditionally waives all rights of subrogation, reimbursement and indemnity of every kind against Borrower, and all rights of recourse to any assets or property of Borrower, and all rights to any collateral or security held for the payment and performance of any Indebtedness, including (but not limited to) any of the foregoing rights which Guarantor may have under any present or future document or agreement with any Borrower or other person, and including (but not limited to) any of the foregoing rights which Guarantor may have under any equitable doctrine of subrogation, implied contract, or unjust enrichment, or any other equitable or legal doctrine. Neither Greyrock, nor any of its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Greyrock shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Guarantor or any other Credit Party; (d) diligenceparty through the ordinary negligence of Greyrock, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documentsits directors, and all other notices whatsoever; and (e) officers, employees, agents, attorneys or any other claim person affiliated with or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​representing Greyrock.

Waivers. Each Guarantor (other than the Borrower) hereby unconditionally and irrevocably waives and agrees not to assertassert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (a) any requirement that Lender first make demand upon, for payment or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property performance and protest and notice of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guarantyprotest; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules notice of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligationsacceptance; (c) any statute presentment, demand, protest or further notice or other requirements of limitations affecting any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (d) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the obligations or liabilities under the Loan Documents of Guarantor Borrower or any other Credit Party; Guarantor. Each Guarantor (dother than the Borrower) diligencefurther unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the Borrower or any other Guarantor by reason of any Loan Document or any payment made thereunder or (y) assert any claim, presentmentdefense, protestsetoff or counterclaim it may have against any other Grantor or set off any of its obligations to such other Grantor against obligations of such Grantor to such Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by complete performance. Each Guarantor further waives any right such Guarantor may have under any applicable Requirement of Law to require any Secured Party to seek recourse first against the Borrower or any other Person, demand or to realize upon any Collateral for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan DocumentsObligations, as a condition precedent to enforcing such Guarantor’s liability and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​under this Guaranty.

Waivers. Each Guarantor unconditionally hereby waives any and agrees not all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to asserthave been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2 and no notice of creation of the Guaranteed Obligations or any extension of credit already or hereafter contracted by or extended to the Borrower need be given to any Guarantor; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon Borrower or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor hereby waives, for the benefit of Agent and each Lender: (a) any requirement that right to require Agent or any Lender, as a condition of payment or performance by such Guarantor, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other Guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account, securities account or commodities account or credit on the books of Agent or any Lender first make demand uponin favor of the Borrower or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party remedy in the power of Agent or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantyLender whatsoever; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; lack of authority or §47-3605, any disability or Arizona Rules other defense of Civil Procedure Rule 17(e), the Borrower or any other Applicable Law similar to Guarantor including any defense based on or arising out of the foregoing that might operate to limit (i) Guarantor’s lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the Guarantor from any cause other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the than payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Agent’s or any Lender’s errors or omissions in the administration of the Guaranteed Obligations; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the obligations or liabilities under the Loan Documents of Guarantor enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that Agent or any other Credit PartyLender protect, secure, perfect or insure any security interest or lien or any property subject thereto; (df) diligencenotices, presentmentdemands, protestpresentments, demand for performanceprotests, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice including acceptance hereof, notices of extensiondefault hereunder or any agreement or instrument related thereto, notices of any renewal, alteration extension or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrowers and notices of any of the matters referred to the Credit Agreement and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof. Without limiting the generality of the foregoing, each Guarantor incorporated under the laws of Mexico hereby irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, all rights and benefits of orden, excusión, division, quita, novación, espera and/or modificación and any other rights specified in Articles 2813, 2814,2815, 2816, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2826, 2827, 2829, 2837, 2838, 2839, 2840, 2842, 2844, 2845, 2846, 2847, 2848 and 2849, and any other related or applicable Articles of the Código Civil Federal of Mexico and the Código Civil of each State of Mexico. Each of the Guarantors incorporated under the laws of Mexico hereby expressly and irrevocably represents that it has full knowledge about the content of such Articles described above, and therefore, such Articles are secured by a lien on real property. ​not required to be transcribed herein.

Waivers. Guarantor unconditionally waives Maker and agrees not any and all others who may become liable for all or part of the obligations of Maker under this Note (collectively the “Obligors”) agree to assert: (a) any requirement that Lender first make demand uponbe jointly and severally bound hereby and jointly and severally, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit extent permitted by law: (i) Guarantor’s or waive and renounce any other Credit Party’s liability under, or the enforcement of, this Guaranty and all redemption and exemption rights and the other Loan Documentsbenefit of all valuation and appraisement privileges against the indebtedness evidenced by this Note or by any extension or renewal hereof; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, waive presentment and demand for performancepayment, notice notices of nonperformancenonpayment and of dishonor, notice protest of intent to acceleratedishonor, notice of acceleration, and notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of ; (iii)waive all notices in connection with the delivery and acceptance of this Guaranty, notice of default under any of the Loan Documents, hereof and all other notices whatsoeverin connection with the performance, default, or enforcement of the payment hereof or hereunder, except as otherwise specifically provided in the Loan Documents; (iv) waive any and all lack of diligence and delays in the enforcement of the payment hereof; (v) agree that the liability of each Obligor shall be unconditional and without regard to the liability of any other person or entity for the payment hereof, and shall not in any manner be affected by any indulgence or forbearance granted or consented to by Holder to any Obligor or any such other person or entity; (vi) consent to any and all extensions of time, renewals, waivers, or modifications that may be granted by Holder with respect to the payment or other provisions hereof, and to the release of any security at any time given for the payment hereof, or any part thereof, with or without substitution, and to the release of any person or entity liable for the payment hereof; and (evii) consent to the addition of any and all other claim makers, endorsers, guarantors, and other obligors for the payment hereof, and to the acceptance of any and all other security for the payment hereof, and agree that the addition of any such obligors or defense that otherwise would be available to Guarantor based on principles security shall not affect the liability of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of Obligors for the Guaranteed Obligations are secured by a lien on real property. ​payment hereof.

Waivers. Guarantor unconditionally agrees to the provisions of the Loan Documents, and hereby waives notice of, and agrees not to assert: any rights of consent to, (a) any requirement that loans or advances made by Lender first make demand uponto Borrower, (b) acceptance of this Guaranty, (c) any amendment or seek to enforce extension of the Note, the Pledge Agreement, the Loan Agreement or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party Loan Documents, (d) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other Person before demanding payment from Guarantor documents arising under the Loan Documents or seeking to enforce this Guaranty; in connection with the Property, the Mortgage Loan Collateral and/or the Collateral, (be) the occurrence of any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), breach by Borrower or any other Applicable Law similar to Loan Party or an Event of Default, (f) except as expressly provided in the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; , Lender’s transfer or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment disposition of the Guaranteed Obligations, after or any foreclosure, trustee’s salepart thereof, or UCC salethis Guaranty (g) except as expressly provided in the Loan Documents, sale or foreclosure (or posting or advertising for sale or foreclosure) of any Collateral collateral for the Guaranteed Obligations, (h) except as expressly provided in the Loan Documents, protest, proof of non-payment or default by Borrower or any other Loan Party, (i) any other action at any time taken or omitted by Lender, and, generally, except as expressly provided herein or in the other Loan Documents, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and the obligations hereby guaranteed, (j) any limitation of liability or recourse in any other Loan Document or arising under any law; (k) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration, (l) except as expressly provided in Section 1.2 hereof, 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; (cm) the making of advances by Lender to protect its interest in the Collateral, preserve the value of the Collateral or for the purpose of performing any statute of limitations affecting the obligations term or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under covenant contained in any of the Loan Documents; or (n) the existence of any claim, and all counterclaim, set-off, recoupment, reduction or defense based upon any claim or other notices whatsoever; and (e) right that Guarantor may at any time have against Borrower, Lender, or any other claim Person, whether or defense that otherwise would be available to Guarantor based on principles of suretyship not arising in connection with this Guaranty, the Note, the Loan Agreement, or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​other Loan Document.

Waivers. Guarantor unconditionally waives and agrees not to assertThe Borrower waives: (a) to the extent not prohibited by law, all rights and benefits under any requirement that Lender first make demand uponlaws or statutes regarding sureties, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guarantyas may be amended; (b) any right to receive notice of the following matters before the Bank enforces any of its rights: (i) the Bank’s acceptance of this Agreement, benefits a Note or any other Loan Document, (ii) any credit that the Bank extends to the Borrower, (iii) the Borrower’s default, (iv) any demand, diligence, presentment, dishonor and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605protest, or Arizona Rules of Civil Procedure Rule 17(e)(v) any action that the Bank takes regarding the Borrower, anyone else, any Collateral, or any other Applicable Law similar of the Liabilities, that it might be entitled to the foregoing that might operate to limit (i) Guarantor’s or by law, under any other Credit Party’s liability underagreement, in equity or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligationsotherwise; (c) any right to require the Bank to proceed against the Borrower, any other Obligor, or any Collateral, or pursue any remedy in the Bank’s power to pursue; (d) any defense based on any claim that any endorser’s or other Obligor’s obligations exceed or are more burdensome than those of the Borrower; (e) the benefit of any statute of limitations affecting liability of any endorser or other Obligor or the obligations enforcement hereof; (f) any defense arising by reason of any disability or liabilities under other defense of the Loan Documents Borrower or by reason of Guarantor the cessation from any cause whatsoever (other than payment in full) of the obligation of the Borrower for the Liabilities; and (g) any defense based on or arising out of any defense that any Obligor may have to the payment or performance of the Liabilities or any portion thereof. The Borrower consents to any extension or postponement of time of its payment without limit as to the number or period, to any substitution, exchange or release of all or any part of the Collateral, to the addition of any other Person, and to the release or discharge of, or suspension of any rights and remedies against, any Obligor. The Bank may waive or delay enforcing any of its rights without losing them. Any waiver affects only the specific terms and time period stated in the waiver. No modification or waiver of any provision of this Agreement or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of Loan Document is effective unless it is in writing and signed by the Loan Documents, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​Person against whom it is being enforced.

Waivers. The Guarantor unconditionally waives hereby waives, to the full extent permitted by applicable law, (i) promptness and agrees not diligence; (ii) notice of acceptance and notice of the incurrence of any Obligation by the Borrower; (iii) notice of any actions taken by the Agents, any Lender, the L/C Issuer, the Borrower, or any Loan Party under any Loan Document or any other agreement or instrument related thereto; (iv) all other notices, demands and protests, and all other formalities of every kind in connection with the enforcement of the Obligations or of the obligations of the Guarantor hereunder, the omission of or delay in which, but for the provisions of this Section 4, might constitute grounds for relieving the Guarantor of its obligations hereunder; (v) any right to assert: compel or direct the Agents or any Lender to seek payment or recovery of any amounts owed under this Guaranty from any one particular fund or source; (avi) any requirement that any Agent, any Lender first make demand uponor the L/C Issuer protect, secure, perfect or seek to enforce insure any security interest or Lien on any property subject thereto or exhaust remedies any right or take any action against the Borrower, any other Credit Loan Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for or any Collateral; and (vii) any other defense available to the payment Guarantor. The Guarantor agrees that the Agents, the Lenders and the L/C Issuer shall have no obligation to marshal any assets in favor of the Guarantor or against, or in payment of, any or all of the Obligations. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated herein and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits. The Guarantor hereby waives any right to revoke this Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, after any foreclosure, trustee’s sale, whether existing now or UCC sale, of any Collateral securing payment of in the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​future.

Waivers. The Guarantor unconditionally hereby irrevocably waives for the benefit of the Beneficiary any defenses the Guarantor may now or hereafter have arising from (i) the failure of any of the representations of the Primary Obligor set forth in Section 3(a) of the Master Agreement to be true and agrees not correct; (ii) any indulgence, concession, waiver or consent given to assert: the Primary Obligor; (iii) any taking, exchange, release, amendment, non-perfection, realization or application of or on any security for or guarantee of the Primary Obligor’s performance of the Master Agreement; (iv) any defect as to the valid creation or existence of the Primary Obligor or any change, restructuring, or termination in or of the corporate structure or existence of the Primary Obligor; (v) any other rights (whether by counterclaim, setoff, recoupment or otherwise) or defenses (including without limitation the defense of fraud or fraud in the inducement), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be available to the Guarantor to avoid payment of its obligations under this Guaranty in accordance with the express provisions of this Guaranty or might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, other than (a) any requirement that Lender first make demand upon, a defense based on prior payment or seek to enforce performance of the Obligations in full or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) a defense based on the failure of a condition precedent set forth in Section 2(a)(iii) of the Master Agreement to be satisfied in relation to the Obligations. The Beneficiary may at all times agree to amend or modify any rightsobligations of the Primary Obligor under the Master Agreement in accordance with the terms thereof; grant any time or indulgence; abstain from perfecting or enforcing any security or right which the Beneficiary may now or hereafter have from or against the Primary Obligor; and waive any provision of the Master Agreement in accordance with the terms thereof, benefits without prejudice to this Guarantee and defenses which might without discharging or in any way affecting the Guarantor’s liability hereunder. Without limitation of the foregoing, the obligations of the Guarantor hereunder shall not be discharged or impaired or otherwise be available affected by the failure of the Beneficiary to Guarantor pursuant assert any claim or demand or to Arizona Revised Statutes §12-1641 through §12-1646enforce any remedy under the Master Agreement, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), any guarantee or any other Applicable Law similar to agreement or instrument, by any such amendment, waiver or modification of any provision of the foregoing that might operate to limit (i) Guarantor’s Master Agreement or any other Credit Party’s liability underagreement or instrument, or by any default, failure or delay, willful or otherwise, of the enforcement of, this Guaranty and Primary Obligor in the other Loan Documents; or (ii) performance of the right of Lender to recover a deficiency judgmentObligations, or by any other act, omission or delay to otherwise proceeddo any other act that may or might in any manner or to any extent vary the risk of the Guarantor. The liability of the Guarantor is not affected by liquidation (which includes without limitation official management, against Guarantor compromise, arrangement, merger, amalgamation, reconstruction, winding-up and dissolution, assignment for the benefit of creditors, bankruptcy or any other Person obligated for the payment similar procedure) of the Guaranteed ObligationsPrimary Obligor, after merger or consolidation or the Primary Obligor with another entity or the Primary Obligor dissolving or ceasing to have legal existence for any foreclosureother reason. No notice to the Guarantor shall be required with respect to entering into new Transactions under the Master Agreement subsequent to the date hereof, trustee’s sale, or UCC sale, of any Collateral securing payment and this Guarantee shall remain in full force and effect irrespective of the Guaranteed Obligations; (c) any statute term or amount of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available Primary Obligor in relation to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​Master Agreement.

Waivers. Guarantor unconditionally waives any and agrees not all defenses, claims, setoffs and discharges of Borrower or any other Person pertaining to assertthe Guaranteed Obligations. Without limiting the generality of the foregoing or any other provision hereof, to the fullest extent permitted by applicable law, Guarantor hereby waives: (a) any requirement that defense arising by reason of any invalidity or unenforceability of Borrower’s obligations in respect of any Loan Document, any manner in which Lender first make demand uponhas exercised (or not exercised) any rights and remedies under any Loan Document, or seek to enforce any cessation from any cause whatsoever of the liability of Borrower or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantyPerson; (b) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute release of limitations affecting any of the obligations or liabilities collateral provided under the any Loan Documents of Guarantor or any other Credit PartyDocument; (d) diligencenotice of any indulgences, presentmentextensions, protest, demand for performanceconsents or waivers given to Borrower or any other Person, notice of nonperformance, notice the occurrence of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration any default or amendment, notice of acceptance of this Guaranty, notice event of default under any Loan Document, or other notice of the Loan Documents, and all other notices any kind whatsoever; and (e) any right or claim of right to cause Lender to proceed against Borrower or any other Person in any particular order, to proceed against or exhaust any collateral security held by Lender at any time or to pursue any other right or remedy whatsoever at any time; (f) any requirement of diligence or promptness on Lender’s part in (i) making any claim or demand on or commencing suit against Borrower or any other Person or (ii) otherwise enforcing Lender’s rights in respect of any Loan Document; (g) any defense that otherwise would of waiver, release, discharge in bankruptcy, statute of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud, usury, illegality or unenforceability which may be available to Borrower or any other person liable in respect of any Guaranteed Obligations, or any setoff available against Lender or any other such person, whether or not on account of a related transaction and (h) any duty of Lender to advise Guarantor based on principles of suretyship any information known to Lender regarding the financial condition of Borrower or guarantee any other circumstance, it being agreed that Guarantor assumes responsibility for being and keeping informed of such condition or otherwise governing obligations any such circumstance. Without limiting the generality of persons secondarily liable thereon the foregoing, Guarantor waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or because otherwise. Guarantor hereby agrees not to, and waives its right to, exercise or pursue, so long as any of the Guaranteed Obligations are secured by a lien on real property. ​remain unsatisfied, any right to reimbursement, subrogation, or contribution from Borrower in respect of payments hereunder.

Waivers. Each Guarantor unconditionally waives and agrees not waives, to assertthe extent permitted by applicable law, for the benefit of the Secured Parties: (a) any requirement that Lender first make demand uponright to require the Agent, as a condition of payment or performance by such Guarantor, to (i) proceed against any Guarantee Party, any other guarantor of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held by any Guarantee Party, any other guarantor of the Guaranteed Obligations or any other Person, (iii) except as provided in any Loan Document or Counterparty Agreement, proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of any Guarantee Party or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantySecured Party; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules lack of Civil Procedure Rule 17(e), authority or any disability or other Applicable Law similar to defense (other than the foregoing that might operate to limit (idefense of payment or performance in full) Guarantor’s of any Guarantee Party including any defense based on or any other Credit Party’s liability under, arising out of the lack of validity or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right unenforceability of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after Obligations or any foreclosure, trustee’s sale, agreement or UCC sale, instrument relating thereto or by reason of the cessation of the liability of any Collateral securing Guarantee Party from any cause other than the occurrence of the Termination Date; (c) any defense (other than the defense of payment or performance in full) based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense (other than the defense of payment or performance in full) based upon the Agent’s errors or omissions in the administration of the Guaranteed Obligations; (ce) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations hereunder (other than payment in full of the Guaranteed Obligations), (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the obligations enforcement hereof, (iii) any rights of set-offs, recoupments and counterclaims and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or liabilities under the Loan Documents of Guarantor insure any Lien or any other Credit Partyproperty subject thereto; (df) diligenceexcept as required by any other Loan Document or the applicable Counterparty Agreement, presentmentnotices, protestdemands, demand for performancepresentments, notice of nonperformanceprotests, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extension, renewal, alteration or amendment, notice of including acceptance of this Guaranty, notice notices of default under any of the Loan Documentsrenewal, and all other notices whatsoever; and (e) any other claim extension or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any modification of the Guaranteed Obligations are secured or any agreement related thereto, notices of any extension of credit to any Loan Party and notices of any of the matters referred to in Sections 3 and 4 herein and any right to consent to any thereof; and (g) to the fullest extent permitted by a lien on real property. ​law, any defenses (other than the defense of payment or performance in full) or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Guaranty.

Waivers. Guarantor unconditionally The Administrative Agent shall be under no duty or obligation whatsoever and Pledgor waives any right to require the Administrative Agent to (i) make or give any presentment, demands for performances, notices of nonperformance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of indebtedness held by the Administrative Agent as Collateral, or in connection with any obligation or evidences of indebtedness which constitute in whole or in part the Indebtedness, (ii) proceed against any person or entity, (iii) proceed against or exhaust any collateral in any order and agrees not to assert: in any manner it so elects or (aiv) pursue any other remedy in the Administrative Agent’s power. Pledgor waives any defense arising by reason of (i) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party disability or other Person or against any Collateral or property defense of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), Debtor or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability underperson, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right cessation from any cause whatsoever of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor the liability of any Debtor or any other Person obligated person, (iii) any lack of validity or enforceability of the Credit Agreement, any other document of consistence executed in connection herewith or any other agreement or instrument governing or evidencing any Secured Obligations, (iv) the insolvency of any Debtor or any other person or (v) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pledgor. Until the Indebtedness is paid in full, Pledgor waives any right of subrogation, reimbursement, indemnification, and contribution (contractual, statutory or otherwise), including without limitation any claim or right of subrogation under the Bankruptcy Code (Title 11 of the U.S. Code) or any successor statute, arising from the existence or performance of this Agreement, and Pledgor waives any right to enforce any remedy which the Administrative Agent now has or may hereafter have against any Debtor or against any other person and waives any benefit of and any right to participate in any Collateral or security whatsoever now or hereafter held by the Administrative Agent. If Pledgor is not also a Debtor with respect to a specified Indebtedness, Pledgor authorizes the Administrative Agent without notice or demand and without affecting Pledgor’s liability hereunder, from time to time to: (i) renew, extend, accelerate or otherwise change the time for payment of or otherwise change the terms of the Indebtedness or any part thereof, including increase or decrease of the rate of interest thereon; (ii) take and hold security, other than the Collateral, for the payment of the Guaranteed ObligationsIndebtedness or any part thereof, after and exchange, enforce, waive and release the Collateral or any foreclosure, trustee’s sale, part thereof or UCC sale, any such other security; (iii) apply the proceeds of any Collateral securing payment to the Indebtedness in any order and in any manner it so elects and (iv) release or substitute any Debtor or any one or more of them, or any of the Guaranteed Obligations; (c) endorsers or guarantors of the Indebtedness or any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor part thereof, or any other Credit Party; (d) diligenceparties thereto and Pledgor consents to the taking of, presentmentor failure to take, protestany action by the Administrative Agent which might in any manner or to any extent vary the risks of Pledgor under this Agreement or which, demand but for performancethis provision, notice might operate as a discharge of nonperformance, notice Pledgor. Pledgor agrees that it is solely responsible for keeping itself informed as to the financial condition of intent to accelerate, notice each Debtor and of acceleration, notice all circumstances which bear upon the risk of protest, notice nonpayment or the risk of dishonor, notice of extension, renewal, alteration a margin call or amendment, notice of acceptance of this Guaranty, notice of default under any liquidation of the Loan DocumentsCollateral. Pledgor understands and acknowledges that if the Administrative Agent forecloses judicially or nonjudicially against any real property security for the Indebtedness, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​foreclosure could impair or

Waivers. The Guarantor hereby unconditionally and absolutely waives and agrees not to assert: (a) any requirement that Lender first make demand uponobligation on the part of the Lenders to protect, secure or seek to enforce or exhaust remedies against insure any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated security given for the payment of the Indebtedness Guaranteed Obligationsor exercise any right of setoff which the Lenders may have against Equitex, after any foreclosure, trustee’s sale, (b) the invalidity or UCC sale, of any Collateral securing payment unenforceability of the Guaranteed Obligations; Indebtedness Guaranteed, (c) any statute notice of limitations affecting acceptance of this Guaranty or the obligations or liabilities under Guarantor Security Agreement by the Loan Documents of Guarantor or any other Credit Party; Lenders, (d) diligencenotice of presentment, presentmentdemand for payment, notice of non-performance, protest, demand for performance, notice notices of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice protest and notices of dishonor, notice of extensionnon-payment or partial payment, renewal, alteration or amendment, (e) notice of acceptance any defaults under the Notes or in the performance of this Guaranty, notice of default under any of the covenants and agreements contained therein or in any other Equitex Loan DocumentsDocument given as security for the Notes, and all other notices whatsoever; and (ef) any other claim limitation or defense that otherwise would be available to Guarantor based exculpation of liability on principles the part of suretyship Equitex whether contained in the Notes or guarantee otherwise, (g) the transfer or otherwise governing obligations sale by Equitex or the diminution in value thereof of persons secondarily liable thereon any security given for the Indebtedness Guaranteed, (h) any failure, neglect or because any omission on the part of the Lenders to realize or protect the Indebtedness Guaranteed Obligations are secured by or any security given therefor, (i) any right to insist that the Lenders prosecute collection of the Notes or resort to any instrument or security given to secure the Indebtedness Guaranteed or to proceed against Equitex or against any other guarantor or surety prior to enforcing this Guaranty or the Guarantor Security Agreement; provided, however, at their sole discretion the Lenders may either in a lien separate action or an action pursuant to this Guaranty or the Guarantor Security Agreement pursue their remedies against Equitex or any other guarantor or surety, without affecting their rights under this Guaranty or the Guarantor Security Agreement, (j) notice to the Guarantor of the existence of or the extending to Equitex of the Indebtedness Guaranteed or (k) any order, method or manner of application of any payments on real property. ​the Indebtedness Guaranteed.

Waivers. Each Guarantor unconditionally waives and agrees not to assertwaives, for the benefit of Beneficiaries: (a) any requirement that Lender first make demand uponright to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by such Guarantor, to (i) proceed against Company, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from Company, 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 any Beneficiary in favor of Company or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantyBeneficiary; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules lack of Civil Procedure Rule 17(e), authority or any disability or other Applicable Law similar to defense of Company including, without limitation, any defense based on or arising out of the foregoing that might operate to limit (i) Guarantor’s lack of validity or the unenforceability of the Guarantied Obligations or any other Credit Party’s liability under, agreement or the enforcement of, this Guaranty and the other Loan Documents; instrument relating thereto or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment by reason of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment cessation of the Guaranteed liability of Company from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Party’s or any other Beneficiary’s errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the obligations enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or liabilities under the Loan Documents of Guarantor insure any Lien or any other Credit Partyproperty subject thereto; (df) diligencenotices, presentmentdemands, protestpresentments, demand for performanceprotests, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extension, renewal, alteration or amendment, notice of including acceptance of this Guaranty, notice notices of default under the Credit Agreement, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the Loan Documents, matters referred to in Sections 3 and all other notices whatsoever4 and any right to consent to any thereof; and (eg) to the fullest extent permitted by law, any other claim defenses or defense benefits that otherwise would may be available to Guarantor based on principles derived from or afforded by law which limit the liability of suretyship or guarantee exonerate guarantors or otherwise governing obligations sureties, or which may conflict with the terms of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​this Guaranty.

Waivers. Guarantor hereby agrees to the provisions of the Loan Instruments and knowingly, freely, irrevocably and unconditionally waives and agrees not to assert: notice of (ai) any requirement that loans or advances made by Lender first make demand uponto Borrower, (ii) acceptance of this Guaranty, (iii) any amendment or seek to enforce extension of the Note, the Deed of Trust or exhaust remedies against any other Credit Party or other Person or against any Collateral or property Loan Instruments, (iv) the execution and delivery by Borrower and Lender of any other Credit Party loan or credit agreement or of Borrower's execution and delivery of any promissory notes or other Person before demanding payment from Guarantor documents arising under the Loan Instruments or seeking to enforce this Guaranty; in connection with the Secured Property, (bv) the occurrence of any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; breach by Borrower or §47-3605, or Arizona Rules an Event of Civil Procedure Rule 17(eDefault (as defined in the Deed of Trust), (vi) Lender's transfer or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment disposition of the Guaranteed Obligations, after or any part thereof, (vii) sale or foreclosure (or posting or advertising for sale or foreclosure, trustee’s sale, or UCC sale, ) of any Collateral securing payment of collateral for the Guaranteed Obligations; , (cviii) protest, proof of non-payment or default by Borrower, or (ix) any statute other action at any time taken or omitted by Lender, and, generally, all demands and notices of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of every kind in connection with this Guaranty, notice of default under any of the Loan DocumentsInstruments, and all other notices whatsoever; and (e) any other claim documents or defense that otherwise would be available agreements evidencing, securing or relating to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured and the obligations hereby guaranteed. In addition, and without limiting any other waivers or provisions set forth in this Guaranty, Guarantor hereby knowingly, freely, irrevocably and unconditionally waives and relinquishes all rights, remedies and defenses accorded by applicable law to guarantors and sureties, and agrees not to assert or to otherwise take advantage of any such rights, remedies or defenses other than the actual payment and performance of the Guaranteed Obligations. Without limiting the generality of the foregoing or of any other waivers or provisions set forth in this Guaranty, Guarantor hereby knowingly, freely, irrevocably and unconditionally waives and relinquishes (A) any defense arising because of an election made by Lender under Federal Bankruptcy Code (“FBC”) Section 1111(b)(2) or based on any borrowing or grant of a lien on real property. ​security interest under FBC Section 364, (B) the defense of statute of limitations in any action hereunder or in any action for the collection of any indebtedness or the performance of any of Borrower’s obligations under the Loan Instruments and (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.

Waivers. Guarantor unconditionally Indemnitor hereby waives and agrees not to assertthe following: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property notice of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce Mortgagee's acceptance of this GuarantyIndemnification Agreement; (b) notice of Indemnitor's grant to Mortgagee of a security interest lien or encumbrance in any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed ObligationsIndemnitor's assets; (c) Mortgagee's release, waiver, modification or amendment of any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor Document or any security interest, lien or encumbrance in any other Credit Partyparty's assets given to Mortgagee to secure any Loan Document; (d) diligence, presentment, protest, demand for performancedemand, notice of nonperformancedefault, notice non-payment, partial payment and protest and all other notices or formalities to which Indemnitor may be entitled; (e) extensions of intent time of payment of the Note granted to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration Indemnitor or amendment, notice of acceptance of this Guaranty, notice of default under any other forbearances in Mortgagee's enforcement of the Loan Documents; (f) acceptance from Indemnitor (or any other party) of any partial payment or payments of the Note or any collateral securing the payment thereof or the settlement, subordination, discharge or release of the Note; (g) notice of any of the matters set forth in parts (c) through (f) of this Section 3; (h) all suretyship defenses of every kind and all other notices whatsoevernature; and (ei) any other claim or the defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real propertystatute of limitations in any action brought to enforce this Indemnification Agreement. ​Indemnitor agrees that Mortgagee may have done, or at any time may do, any or all of the foregoing actions in such manner, upon such terms and at such times as Mortgagee, in its sole discretion, deems advisable, without in any way impairing, affecting, reducing or releasing Indemnitor from Indemnitor's obligations under this Indemnification Agreement and Indemnitor hereby consents to each of the foregoing actions.

Waivers. Guarantor unconditionally waives and agrees not to assert: (a) any requirement that Lender first make demand upon, or seek right to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking revoke this Guaranty with respect to enforce this Guarantyfuture indebtedness; (b) any rights, benefits and defenses which might otherwise be available right to require any Beneficiary to do any of the following before Guarantor pursuant is obligated to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; pay the Guaranteed Obligations or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or before any other Applicable Law similar to the foregoing that might operate to limit Beneficiary may proceed against Guarantor: (i) Guarantor’s sxx or any exhaust remedies against Borrower and other Credit Party’s liability underguarantors or obligors, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the sxx on an accrued right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or action in respect of any other Person obligated for the payment of the Guaranteed ObligationsObligations or bring any other action, after exercise any foreclosure, trustee’s saleother right, or UCC saleexhaust all other remedies, of any Collateral securing payment of or (iii) enforce rights against Borrower's assets or the collateral pledged by Borrower to secure the Guaranteed Obligations; (c) any statute right relating to the timing, manner, or conduct of limitations affecting such Beneficiary's enforcement of rights against Borrower's assets or the obligations or liabilities under collateral pledged by Borrower to secure the Loan Documents of Guarantor or any other Credit PartyGuaranteed Obligations; (d) if Guarantor and Borrower (or a third-party) have each pledged assets to secure the Guaranteed Obligations, any right to require any Beneficiary to proceed first against the other collateral before proceeding against collateral pledged by Guarantor; (e) except as expressly required hereby, promptness, diligence, presentment, protest, demand for performance, notice of nonperformanceany default under the Guaranteed Obligations, notice of acceleration or intent to accelerate, demand for payment, notice of accelerationacceptance of this Guaranty, presentment, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendmentthe incurring by Borrower of additional indebtedness, notice of acceptance of this Guarantyany suit or other action by any Beneficiary against Borrower or any other Person, any notice of default under to any party liable for the obligation which is the subject of the Loan Documentssuit or action, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available demands with respect to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured and this Guaranty, (f) each of the foregoing rights or defenses regardless whether they arise under (i) Section 34.01 et seq. of the Texas Business and 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, (iv) common law, in equity, under contract, by a lien on real property. ​statute, or otherwise, and (g) any and all rights under Sections 51.003, 51.004 and 51.005 of the Texas Property Code, as amended.

Waivers. Guarantor unconditionally waives and agrees not to assertwaives: (a) any requirement that Lender first make demand upondefense based upon any legal disability or other defense of Borrower or any other Person, or seek to enforce by reason of the cessation or exhaust remedies against limitation of the liability of Borrower or any other Credit Party or Person from any cause other Person or against any Collateral or property than full payment of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guarantyall of the Guaranteed Obligations; (b) any rightsdefense based upon any lack of capacity of Borrower or any lack of authority of the officers, benefits directors, partners, members, managers, trustees, attorneys in fact or agents acting or purporting to act on behalf of Borrower or any principal of Borrower or any defect in the formation of Borrower or any principal of Borrower (and Lender shall have no obligation to inquire into any of the foregoing); (c) any defense based upon the application by Borrower of the proceeds of the Loan for purposes other than the purposes represented by Borrower to Lender or Guarantor or intended or understood by Lender or Guarantor; (d) all rights and defenses which might otherwise be available arising out of an election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646security for a Guaranteed Obligation, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules has destroyed Guarantor’s rights of Civil Procedure Rule 17(e), subrogation and reimbursement against Borrower or any other Applicable Law similar Person; (e) any defense based upon Lender’s failure to disclose to Guarantor any information concerning Borrower’s financial condition or any other circumstances bearing on Borrower’s ability to pay the foregoing Guaranteed Obligations; provided, however, that might operate this waiver shall not extend to limit any failure by the Company's external advisor, which is an affiliate of Lender, to perform its obligations under its advisory agreement with Borrower; (f) any defense based upon any statute or rule of law providing that the obligation of a surety must be neither larger in amount nor in any other respect more burdensome than that of a principal; (g) any and all claims for subrogation, reimbursement, indemnification or contribution against Borrower, any general partner of Borrower or any other Person or any collateral or security for the Guaranteed Obligations until the Guaranteed Obligations have been indefeasibly paid and satisfied in full; (h) acceptance of this Guaranty by Lender; (i) Guarantor’s or presentment, demand, protest and notice of any other Credit Party’s kind; and (j) the benefit of any statute of limitation affecting the liability of Guarantor under, or the enforcement of, this Guaranty and the other Loan Documents; Guaranty. Guarantor agrees any act or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) event that tolls any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent limitation applicable to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​will similarly operate to toll any statute of limitation applicable to Guarantor’s liability under this Guaranty.

Waivers. Guarantor unconditionally waives and agrees not to assert: (a) INSW waives any requirement that Lender first make demand uponright (except as shall be required by applicable law and cannot be waived) to require the Secured Creditors to: (i) proceed against the Borrower, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against Guaranteed Party, any Collateral or property of Subsidiary Guarantor, any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules guarantor of Civil Procedure Rule 17(e), the Guaranteed Obligations or any other Applicable Law similar to party; (ii) proceed against or exhaust any security held from the foregoing that might operate to limit (i) Borrower, any other Guaranteed Party, any Subsidiary Guarantor’s , any other guarantor of the Guaranteed Obligations or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documentsparty; or (iiiii) pursue any other remedy in the right Secured Creditors’ power whatsoever. INSW waives any defense based on or arising out of Lender to recover a deficiency judgmentany defense of the Borrower, or to otherwise proceedany other Guaranteed Party, against Guarantor any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or any other Person obligated for the party other than payment in full of the Guaranteed Obligations, after including, without limitation, any foreclosuredefense based on or arising out of the disability of the Borrower, trustee’s saleany other Guaranteed Party, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or any other party, or UCC salethe unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, or any Collateral securing other Guaranteed Party other than payment in full of the Guaranteed Obligations; (c) . The Secured Creditors may, at their election, foreclose on any statute security held by the Administrative Agent, the Collateral Agent or the other Secured Creditors by one or more judicial or nonjudicial sales, whether or not every aspect of limitations any such sale is commercially reasonable, or exercise any other right or remedy the Secured Creditors may have against the Borrower, any other Guaranteed Party or any other party, or any security, without affecting or impairing in any way the obligations liability of INSW hereunder except to the extent the Guaranteed Obligations have been paid in full in cash. INSW waives any defense arising out of any such election by the Secured Creditors, even though such election operates to impair or liabilities under extinguish any right of reimbursement or subrogation or other right or remedy of INSW against the Loan Documents of Borrower, any other Guaranteed Party, any Subsidiary Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration party or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​security.

Waivers. Guarantor unconditionally waives Each Borrower waives, for the benefit of the Administrative Agent and agrees not to asserteach Lender: (ai) any requirement that Lender first make demand uponright to require the Administrative Agent or any Lender, as a condition of payment or seek performance by such Borrower, to enforce or exhaust remedies (A) proceed against any the other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), Borrower or any other Applicable Law similar to Person, (B) proceed against or exhaust any security held from the foregoing that might operate to limit (i) Guarantor’s other Borrower or any other Credit Party’s liability underPerson, (C) proceed against or have resort to any balance of any deposit account or credit on the books of the Administrative Agent or any Lender in favor of the other Borrower or any other Person, or (D) pursue any other remedy in the enforcement of, this Guaranty and power of the other Loan DocumentsAdministrative Agent or any Lender; or (ii) any defense arising by reason of the right incapacity, lack of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor authority or any disability or other Person obligated for the payment defense of the Guaranteed Obligations, after other Borrower including any foreclosure, trustee’s sale, defense based on or UCC sale, of any Collateral securing payment arising out of the Guaranteed lack of validity or the unenforceability of the Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the other Borrower from any cause other than payment in full of the Obligations; (ciii) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (iv) any defense based upon the Administrative Agent's or any Lender's errors or omissions in the administration of the Obligations, except behavior that amounts to gross negligence or willful misconduct; (v) (A) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Section 2.24 and any legal or equitable discharge of such Borrower's obligations hereunder, (B) the benefit of any statute of limitations affecting such Borrower's liability hereunder or the obligations or liabilities under enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims and (D) promptness, diligence and any requirement that the Loan Documents of Guarantor Administrative Agent or any other Credit PartyLender protect, secure, perfect or insure any Lien or any property subject thereto; (dvi) diligencenotices, presentmentdemands, protestpresentments, demand for performanceprotests, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extension, renewal, alteration or amendment, notice of including acceptance of this GuarantySection 2.24, notice notices of default under this Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations or any agreement related thereto, notices of any extension of credit to the other Borrower and notices of any of the Loan Documents, and all other notices whatsoever; matters referred to in Sections 2.24(d) and (e) and any other claim right to consent to any thereof; and (vii) to the fullest extent permitted by law, any defenses or defense benefits that otherwise would may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Section 2.24. As used in this paragraph, any reference to "the principal" includes each Borrower and any reference to "the creditor" includes the Administrative Agent and each of the Lenders. In accordance with Section 2856 of the California Civil Code each Borrower waives any and all rights and defenses available to Guarantor based on principles it by reason of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any Sections 2787 to 2855, inclusive, 2899 and 3433 of the Guaranteed California Civil Code, including any and all rights or defenses such Borrower may have because the Obligations are secured by a lien real property or by reason of protection afforded to the principal with respect to any of the Obligations, or to any other guarantor of any of the Obligations with respect to any of such guarantor's obligations under its guaranty, in either case pursuant to the antideficiency or other laws of the State of California limiting or discharging the principal's indebtedness or such guarantor's obligations, including Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Consequently, among other things: (1) the creditor may collect from such Borrower without first foreclosing on any real or personal property collateral pledged by the principal; and (2) if the creditor forecloses on any real property collateral pledged by the principal: (x) the amount of the Obligations may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price and (y) the creditor may collect from such Borrower even if the creditor, by foreclosing on the real property collateral, has destroyed any right such Borrower may have to collect from the principal. This is an unconditional and irrevocable waiver of any rights and defenses such Borrower may have because the Obligations are secured by real property. ​Each Borrower also waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for an Obligation, has destroyed such Borrower's rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or otherwise; and even though that election of remedies by the creditor, such as nonjudicial foreclosure with respect to security for an obligation of any other guarantor of any of the Obligations, has destroyed such Borrower's rights of contribution against such other Borrower or any other guarantor. No other provision of this Section 2.24 shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph.

Waivers. The Guarantor unconditionally hereby waives (i) promptness and agrees not diligence; (ii) notice of acceptance and notice of the incurrence of any Obligations by the Borrowers; (iii) notice of any actions taken by the Administrative Agent or any Benefited Lender or the Borrowers or any Loan Party under the Loan Agreement or a Swap Contract; (iv) all other notices, demands and protests, and all other formalities of every kind (including notice of presentment or demand for payment or performance), in connection with the enforcement of the Obligations or of the obligations of the Guarantor hereunder, the omission of or delay in which, but for the provisions of this Section 3, might constitute grounds for relieving the Guarantor of its obligations hereunder; (v) any right to assert: compel or direct the Administrative Agent or any Benefited Lender to seek payment or recovery of any amounts owed under this Guaranty from any one particular fund or source; (avi) any requirement that the Administrative Agent or any Benefited Lender first make demand uponprotect, secure, perfect or seek to enforce insure any security interest or lien or any property subject thereto or exhaust remedies any right or take any action against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor Borrower or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoevercollateral; and (evii) any right related to obtaining, amending, substituting for, releasing, discharging, waiving or modifying the liability of any Person for the Obligations or any security interest, liens or other claim encumbrances, if any, hereafter securing the Obligations, or the subordinating, compromising, discharging or releasing of such security interests, liens or encumbrances. In addition, the Guarantor hereby waives, to the fullest extent permitted by law, any right it may now or hereafter have to assert any defense, legal or equitable (other than the defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any payment in full of the Guaranteed Obligations are secured by a lien on real propertyObligations). ​The Guarantor agrees that neither the Administrative Agent nor any Benefited Lender shall have any obligation to marshal any assets in favor of the Guarantor or against or in payment of any or all of the Obligations.

Waivers. This is an absolute and unconditional guaranty of payment and performance and not of collection and Guarantor unconditionally waives and agrees not to assert: (a) waives any requirement that Lender Lessor first make demand upon, or seek to enforce or exhaust remedies against against, Lessee or any other Credit Party Person (including any other guarantor) or other Person or against any Collateral of the collateral or property of any other Credit Party Lessee or such other Person before demanding payment from Guarantor from, or seeking to enforce this GuarantyGuaranty against, Guarantor; (b) any rightssubordinates all rights of subrogation, benefits all rights of indemnity and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar rights to collect reimbursement from Lessee to the foregoing that might operate rights of Lessor to limit (i) Guarantor’s or any other Credit Party’s liability under, or collect in full the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) waives any statute right to participate in any security now or hereafter held by Lessor or in any claim or remedy of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor Lessor or any other Credit PartyPerson against Lessee with respect to the Obligations; (d) waives diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of execution of any Documents, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default defaults under any of the Loan Documents, Documents and all other notices whatsoever; and (e) waives and agrees not to assert (except as prohibited by applicable law) any other claim or defense that and all rights, benefits and defenses which might otherwise would be available under the provisions of any laws, statutes or which may conflict with the terms of this Guaranty or might operate, contrary to Guarantor based on principles Guarantor’s agreements in this Guaranty, to limit Guarantor’s liability under, or the enforcement of, this Guaranty, except, in each case, full payment of suretyship all sums payable under the Lease; (f) covenants that this Guaranty will not be discharged until all of the Obligations are fully satisfied; and (g) agrees that this Guaranty shall remain in full effect without regard to, and shall not be affected or guarantee impaired by, any invalidity, irregularity or otherwise governing obligations unenforceability in whole or in part of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien Documents, or any limitation of the liability of Lessee or Guarantor thereunder, or any limitation on real property. ​the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever.

Waivers. Guarantor unconditionally Pledgor hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and agrees not notices in connection with this Pledge Agreement or the enforcement of the rights of Pledgee hereunder of in connection with any of the Obligations or the Pledged Interests; consents to assert: (a) any requirement that Lender first make demand uponand waives notice of the granting of renewals, or seek to enforce or exhaust remedies against any other Credit Party extensions of time for payment or other Person indulgences to Pledgor or against to any Collateral account debtor in respect of any account receivable or property the substitution, release or surrender of any the Pledged Interests, the addition or release of persons primarily or secondarily liable on any Obligation or on any account receivable or other the Pledged Interests, the acceptance of partial payments on any Obligation or on any account receivable or other the Pledged Interests and/or the settlement or compromise thereof. No delay or omission on the part of Pledgee in exercising any right hereunder shall operate as a waiver of such right or of any other Credit Party right hereunder. Any waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any such future occasion. Pledgor further waives any right he may have to notice (other Person before demanding payment from Guarantor than any requirement of notice provided herein) prior to the exercise of any right or seeking remedy provided by this Pledge Agreement to enforce this Guaranty; (b) any Pledgee and waives his rights, benefits if any, to set aside or invalidate any sale duly consummated in accordance with the foregoing provisions hereof on the grounds (if such be the case) that the sale was consummated without a prior judicial hearing. Pledgor’s waivers under this Section have been made voluntarily, intelligently knowingly and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar after Pledgor has been apprised and counseled by his attorneys as to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty nature thereof and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​its possible alternative rights.

Waivers. Guarantor unconditionally agrees to the provisions of the Loan Documents, and hereby waives notice of, and agrees not to assert: any rights of consent to, (a) any requirement that loans or advances made by Lender first make demand uponto Borrower, (b) acceptance of this Guaranty, (c) any amendment or seek to enforce extension of the Note, the Mortgage, the Loan Agreement or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party Loan Documents (other than this Guaranty), (d) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other Person before demanding payment from Guarantor documents arising under the Loan Documents or seeking to enforce this Guaranty; in connection with the Properties and/or the collateral for the Loan, (be) the occurrence of any rightsbreach by Borrower, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), Operating Lessee or any other Applicable Law similar to Loan Party or an Event of Default, (f) except as specifically provided in the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; , Lender’s transfer or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment disposition of the Guaranteed Obligations, after or any part thereof, (g) except as specifically provided in the Loan Documents, sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, trustee’s sale(h) except as specifically provided in the Loan Documents, protest, proof of non-payment or default by Borrower, Operating Lessee or any other Loan Party, (i) except as specifically provided herein or in the other Loan Documents, any other action at any time taken or omitted by Lender, and, generally, all demands and notices of every kind in connection with this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations and the obligations hereby guaranteed, (j) any limitation of liability or recourse in any other Loan Document or arising under any law; (k) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration, (l) except as expressly provided in Section 1.2 or in Section 5.4 hereof or as otherwise agreed to in writing by Lender, whether express or by operation of law, any partial release of the liability of Guarantor hereunder, or UCC saleif 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 Collateral securing 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 of any or all of the Guaranteed Obligations; (cm) the making of advances by Lender to protect its interest in the Properties, preserve the value of the Properties or for the purpose of performing any statute of limitations affecting the obligations term or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under covenant contained in any of the Loan Documents; or (n) the existence of any claim, and all other notices whatsoever; and (e) any other claim counterclaim, set-off, recoupment, reduction or defense (other than that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of (x) the Guaranteed Obligations are secured by a lien on real property. ​not due and owing or have been paid in full or (y) all sums payable under the Note or any of the other Loan Documents have been paid in full) 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 Guaranty, the Note, the Loan Agreement, or any other Loan Document.

Waivers. Guarantor unconditionally waives and agrees not to assert: Guarantors hereby waive (a) notice of acceptance of this Guaranty and of any change in the financial condition of Tenant or Landlord, (b) promptness, diligence, presentment and demand for payment and performance or observance of any of the Guaranteed Obligations, (c) protest, notice of dishonor, notice of default and any other notice with respect to any of the Guaranteed Obligations or this Guaranty or otherwise required or applicable by law, (d) any demand for payment under this Guaranty, (e) any requirement that Lender first make demand upon, or seek to enforce Landlord exercise or exhaust remedies any right or remedy or take any action against Tenant, any other Credit Party or other Person or Guarantor or any collateral or other available security and agrees that Landlord may enforce its rights hereunder without recourse to any rights under the Master Lease or applicable law, and without taking any actions or proceedings against Tenant, any Collateral other Person or property Guarantor or any collateral or security for any of the Guaranteed Obligations, (f) all benefits of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules statute of Civil Procedure Rule 17(e), or any other Applicable Law similar to limitations affecting the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty Guaranty, (g) any failure of Landlord to disclose to Guarantors any information relating to the financial condition, operations or properties of Tenant or any other guarantor of the Guaranteed Obligations (Guarantors hereby waive any duty of Landlord to obtain or disclose such information), and (h) any right or claim of right to cause a marshalling of the other Loan Documents; or (ii) the right assets of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor Tenant or any other Person obligated for the payment of the Guaranteed Obligationsor to cause Landlord to proceed against Tenant, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor other Person or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​collateral.

Waivers. Guarantor unconditionally waives The Company and agrees not each Subordinated Claimant each hereby waive, to assert: (a) the fullest extent permitted by law, any requirement that Lender first make demand upondefense based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance of this Agreement in any action brought, therefor by the Senior Lenders. To the fullest extent permitted by law and except as to any notices specified in this Agreement, notices regarding the intended sale or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property disposition of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules portion of Civil Procedure Rule 17(e)the collateral held by the Senior Lenders, or any other Applicable Law similar to notice which may not be waived in accordance with the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability underUCC, or the enforcement of, this Guaranty Company and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, each Subordinated Claimant each hereby further waive: presentment, demand, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of default or dishonor, notice of extension, renewal, alteration payment or amendment, notice of acceptance of this Guaranty, notice of default under nonpayment and any of the Loan Documents, and all other notices whatsoeverand demands of any kind in connection with all negotiable instruments evidencing all or any portion of the Senior Indebtedness or the Subordinated Claims to which the Company or the Subordinated Claimants may be a party; prior notice of and consent to any loans made, extensions granted or other action taken in reliance thereon; and (e) all other demands and notices of every kind in connection with this Agreement, the Senior Indebtedness or the Subordinated Claims. Each Subordinated Claimant consents to any other claim release, renewal, extension, compromise or defense that otherwise would be available postponement of the time of payment of the Senior Indebtedness, to Guarantor based on principles any substitution, exchange or release of suretyship collateral therefor, and to the addition or guarantee release of any Person primarily or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​thereon.

Waivers. Guarantor unconditionally waives and agrees The undersigned, to the extent not expressly prohibited by applicable law, waive(s) any right to assertrequire the Bank to: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies proceed against any other Credit Party person or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guarantyproperty, including, without limit, the Borrower; (b) give notice of the terms, time and place of any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; public or §47-3605, or Arizona Rules private sale of Civil Procedure Rule 17(e), personal property security held from the Borrower or any other Applicable Law similar person, or otherwise comply with the provisions of Section 9-611 or 9-621 of the Michigan or other applicable Uniform Commercial Code, as the same may be amended, revised or replaced from time to the foregoing that might operate to limit time; or (ic) Guarantor’s or pursue any other Credit Partyremedy in the Bank’s liability under, or the enforcement of, power. The undersigned waive(s) notice of acceptance of this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, demand, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, dishonor, notice of dishonor, notice of extension, renewal, alteration or amendmentdefault, notice of acceptance intent to accelerate or demand payment or notice of acceleration of any Indebtedness, and agree(s) that the Bank may, once or any number of times, modify the terms of any Indebtedness, compromise, extend, increase, accelerate, renew or forbear to enforce payment of any or all Indebtedness, or permit the Borrower to incur additional Indebtedness, all without notice to the undersigned and without affecting in any manner the unconditional obligation of the undersigned under this Guaranty. The undersigned unconditionally and irrevocably waive(s) each and every defense and setoff of any nature which, under principles of guaranty or otherwise, would operate to impair or diminish in any way the obligation of the undersigned under this Guaranty, notice of default under any and acknowledge(s) that each such waiver is by this reference incorporated into each security agreement, collateral assignment, pledge and/or other document from the undersigned now or later securing this Guaranty and/or the Indebtedness, and acknowledge(s) that as of the Loan Documents, and all other notices whatsoever; and (edate of this Guaranty no such defense or setoff exists. The undersigned acknowledge(s) that the effectiveness of this Guaranty is subject to no conditions of any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​kind.

Waivers. Guarantor unconditionally waives and agrees not to assert: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 33-814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e17(f), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​.

Waivers. Guarantor unconditionally waives agrees that none of its obligations and agrees not to assert: (a) no rights against Guarantor hereunder shall in any requirement that Lender first make demand uponway be discharged, impaired otherwise affected by any extension of time for, or seek to enforce by any partial or exhaust remedies against complete waiver of the performance of any of Tenant’s obligations under the Lease, or by any other Credit Party alteration, amendment, assignment, expansion, extension or other Person modification in or against to the Lease, or by any Collateral release or property waiver of any other Credit Party term, covenant or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605condition of the Lease, or Arizona Rules of Civil Procedure Rule 17(e), or by any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or delay in the enforcement ofof any rights against Tenant, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, person or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities entity under the Loan Documents of Lease. Without limitation, Guarantor agrees that the Lease may be altered, amended, assigned, expanded, extended or any other Credit Party; (d) diligencemodified from time to time on such terms and provisions as may be satisfactory to Landlord without notice to or further assent by Guarantor, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, and Guarantor hereby waives notice of acceptance of this Guaranty, notice of default any obligations guaranteed hereby or of any action taken or omitted in reliance hereon, and notice of any defaults of Tenant under the Lease and waives presentment, demand for payment or performance, protest, notice of dishonor, nonpayment or nonperformance of any such obligations, suit or taking other action by Landlord against, and any other notice to, any party liable thereon and waives suretyship defenses generally, other than full and timely payment and performance of all obligations hereby guaranteed. No invalidity, irregularity or unenforceability of all or any part of such obligations or of any security therefor and no insolvency, bankruptcy, liquidation proceeding or dissolution affecting Tenant or Guarantor shall affect, impair or be a defense to this Guaranty. The liability of the Loan DocumentsGuarantor hereunder is primary and unconditional and shall not be subject to any offset, defense (other than the defense of full and all other notices whatsoever; timely payment and (eperformance) any other claim or defense that otherwise would be available to Guarantor based on principles counterclaim of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​Guarantor.

Waivers. Guarantor unconditionally Each Subsidiary Grantor waives and agrees not to assert: (a) any requirement that Lender first make demand upon, right to require Collateral Agent or seek any Investor to enforce or exhaust remedies (i) proceed against any other Credit Party Subsidiary Grantor or other Person or against any Collateral or property of any other Credit Party guarantor of the Obligations, (ii) proceed against or exhaust any security received from any other Person before demanding payment from Guarantor Subsidiary Grantor or seeking to enforce this Guarantyany other guarantor of the Obligations, or (iii) pursue any other remedy in Collateral Agent’s or an Investor’s power whatsoever; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment defense arising by reason of the Guaranteed Obligations, after application by any foreclosure, trustee’s sale, or UCC sale, Subsidiary Grantor of the proceeds of any Collateral securing payment of the Guaranteed Obligationsborrowing; (c) any statute defense resulting from the absence, impairment or loss of limitations affecting any right of reimbursement, subrogation, contribution or other right or remedy of such Subsidiary Grantor against any other Subsidiary Grantor, any other guarantor of the obligations or liabilities under the Loan Documents of Guarantor Obligations or any other Credit Partysecurity, whether resulting from an election by Collateral Agent or any Investor to foreclose upon security by nonjudicial sale, or otherwise; (d) diligenceany setoff or counterclaim of such Subsidiary Grantor or any defense which results from any disability or other defense of any Subsidiary Grantor or the cessation or stay of enforcement from any cause whatsoever of the liability of any Subsidiary Grantor (including, presentmentwithout limitation, protestthe lack of validity or enforceability of any Transaction Document); (e) any right to exoneration of sureties which would otherwise be applicable; (f) so long as any Obligations remain outstanding, demand any right of subrogation or reimbursement and, if there are any other guarantors of the Obligations, any right of contribution, and right to enforce any remedy which Collateral Agent or any Investor now has or may hereafter have against any Subsidiary Grantor, and any benefit of, and any right to participate in, any security now or hereafter received by the Collateral Agent or any Investor; (g) all presentments, demands for performance, notice notices of nonperformancenon-performance, notice of intent to acceleratenotices delivered under this Agreement or any Transaction Document, notice of acceleration, notice of protestprotests, notice of dishonor, notice of extension, renewal, alteration or amendment, notice and notices of acceptance of this Guaranty, notice of default under any guaranty and of the Loan Documentsexistence, creation or incurring of new or additional Obligations and all other notices whatsoeverof any public or private foreclosure sale; (h) the benefit of any statute of limitations to the extent permitted by law; (i) any appraisement, valuation, stay, extension, moratorium redemption or similar law or similar rights for marshalling; and (ej) any other claim right to be informed by Collateral Agent or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any Investor of the Guaranteed financial condition of any Subsidiary Grantor or any other guarantor of the Obligations are secured by a lien on real propertyor any change therein or any other circumstances bearing upon the risk of nonpayment or nonperformance of the Obligations. ​Each Subsidiary Grantor has the ability and assumes the responsibility for keeping informed of the financial condition of any other Subsidiary Grantor and any other guarantors of the Obligations and of other circumstances affecting such nonpayment and nonperformance risks.

Waivers. 7.4.1 To the fullest extent permitted by applicable law, Guarantor unconditionally waives and agrees not to asserthereby waives: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property notice of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guarantyacceptance hereof; (b) notice of any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules adverse change in the financial condition of Civil Procedure Rule 17(e), Purchaser or any other Applicable Law similar guarantor or of any other fact that might increase Guarantor’s risk hereunder; (c) notice of presentment for payment or performance (as applicable), demand, protest, and notice thereof as to the foregoing that might operate Guaranteed Obligations; (d) any right by statute or otherwise to limit (i) Guarantor’s require the Company to institute suit against Purchaser or to exhaust any rights and remedies which the Company has or may have against Purchaser or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documentsguarantor; or (iie) except with respect to (i) the right of Lender set-off provided in Section 6.3.2 and (ii) any defense that the Guaranteed Obligations or a part thereof is not earned and/or due under the terms of this Agreement, any right to recover a deficiency judgmentassert against the Company, any defense (legal or to otherwise proceedequitable), set-off, counterclaim or claim which Guarantor may now or at any time hereafter have against Guarantor Purchaser or any other Person obligated for party liable to the payment of the Guaranteed ObligationsCompany; (f) any defense (legal or equitable), after any foreclosureset-off, trustee’s sale, counterclaim or UCC sale, claim of any Collateral securing payment kind or nature, arising directly or indirectly from the present or future lack of validity or enforceability of the Guaranteed Obligations; and (cg) any statute right or defense arising by reason of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoever; and (e) any other claim or defense based upon an election of remedies by the Company. In this regard, Guarantor agrees that otherwise would be available it is bound to Guarantor based on principles of suretyship the payment or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any performance (as applicable) of the Guaranteed Obligations are secured as fully as if the Guaranteed Obligations were directly owing (when and to the extent earned under the terms of this Agreement) to the Company by a lien on real propertyGuarantor. ​Guarantor further waives any defense arising by reason of any defense (other than the defense that the Guaranteed Obligations shall have been indefeasibly paid or performed (as applicable) in the manner provided for by the Agreement) of Purchaser or by reason of the cessation from any cause whatsoever of the liability of Purchaser in respect thereof.

Waivers. Guarantor unconditionally waives and agrees not to assert: (a) any requirement that Lender first make demand uponNotice of acceptance hereof, or seek to enforce or exhaust remedies against any other Credit Party the making of loans, advances and extensions of credit or other Person or against any Collateral or property financial accommodations to, the making of consignments to, and the incurring of any other Credit Party expenses by or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement in respect of, this Guaranty Borrower Parties by any Creditor, and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, demand, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration nonpayment or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoever; to which each Creditor and Borrower Parties are or may be entitled are hereby waived (eexcept as expressly provided for herein or as to Borrower Parties, in the Transaction Documents). Each Creditor Representative also waives notice of, and hereby consents to, (i) without limiting the rights of any Second Lien Creditors or First Lien Creditors to distributions in accordance with Section 2.6 hereof, the taking, exchange, surrender and releasing of Collateral or guarantees now or at any time held by or available to such Agent or Metals Bank for the Creditors’ Debt with respect to which such Creditor Representative acts as agent or any other claim person at any time liable for or defense that otherwise would be available in respect of such Creditors’ Debt or for the Metals Obligations, as applicable, (ii) the exercise of, or refraining from the exercise of any rights against any Borrower Party or any other obligor or any Collateral to Guarantor based on principles the extent permitted under this Agreement, (iii) the settlement, compromise or release of, or the waiver of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any default with respect to, any of the Guaranteed Creditors’ Debt with respect to which such Agent acts as agent or the Metals Obligations, as applicable (provided, that, as to any compromise of such Creditors’ Debt for less than the full amount thereof, such Creditors’ Debt shall not include the difference between the original amount of such Creditors’ Debt and the amount of the payment received in respect of such Creditors’ Debt so compromised), and/or (iv) such Agent’s (or such Creditors for whom such Agent acts as agent) or Metals Bank’s election, in any proceeding instituted under the United States Bankruptcy Code of the application of Section 1111(b)(2) of the United States Bankruptcy Code. Any of the foregoing shall not, in any manner, affect the terms hereof or impair the obligations of the Agents hereunder. All of the Metals Obligations are secured by a lien on real property. ​shall be deemed to have been made or incurred in reliance upon this Agreement.

Waivers. Guarantor unconditionally waives and agrees not to assert: To the extent permitted by law, each of the Borrowers hereby (a) any requirement that Lender first make demand uponwaives presentment, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property demand, protest and notice of presentment, notice of protest and notice of dishonor of any of the indebtedness under this Agreement, either Replacement Note, any Debenture, any of the other Credit Party Settlement Documents or any Surviving Document and each and every notice of any kind respecting this Agreement, either Replacement Note, any Debenture, any of the other Person before demanding payment from Guarantor Settlement Documents or seeking to enforce this Guaranty; any Surviving Document (except for notices of Default as may be provided herein or therein), (b) agrees that the applicable Lender, at any rightstime or times, benefits and defenses which might otherwise be available without notice to Guarantor pursuant such Borrower or such Borrower's consent, may grant extensions of time, without limit as to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, number or the enforcement ofaggregate period of such extensions, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligationsany principal or interest due on either Replacement Note or a Debenture, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; and (c) to the extent not prohibited by law and specifically excluding federal bankruptcy law, waives the benefit of any statute law or rule of limitations affecting law intended for such Borrower's advantage or protection as a Borrower hereunder or providing for such Borrower's release or discharge from liability hereon, in whole or in part, on account of any facts or circumstances other than full or complete payment of all amounts due under this Agreement, the obligations Replacement Notes, the Debentures, the other Settlement Documents and the Surviving Documents. No renewal or liabilities under extension of this Agreement, either Replacement Note, any Debenture, any of the Loan other Settlement Documents of Guarantor or any of the Surviving Documents, no release of any collateral, including all or any of the Collateral, securing repayment of any obligations under either Replacement Note, any Debenture, any of the other Credit Party; (d) diligenceSettlement Documents or any of the Surviving Documents, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance and no delay in enforcement of this GuarantyAgreement, notice either Replacement Note, any Debenture, any of default the other Settlement Documents or any of the Surviving Documents or in exercising any right, power or remedy hereunder or under any of the Loan Documents, and all other notices whatsoever; and (e) any other claim Settlement Documents or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured Surviving Documents, provided by a lien on real property. ​applicable law, or otherwise shall affect the liability of any Borrower.

Waivers. Each Guarantor unconditionally waives and agrees not to assert: (a) any requirement that Lender first make demand upon, or seek right to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking revoke this Guaranty with respect to enforce this Guarantyfuture indebtedness; (b) any rights, benefits and defenses which might otherwise be available right to require any Beneficiary to do any of the following before such Guarantor pursuant is obligated to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; pay the Guaranteed Obligations or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or before any other Applicable Law similar to the foregoing that might operate to limit Beneficiary may proceed against such Guarantor: (i) Guarantor’s xxx or any exhaust remedies against Borrower and other Credit Party’s liability underguarantors or obligors, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the xxx on an accrued right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or action in respect of any other Person obligated for the payment of the Guaranteed ObligationsObligations or bring any other action, after exercise any foreclosure, trustee’s saleother right, or UCC saleexhaust all other remedies, of any Collateral securing payment of or (iii) enforce rights against Borrower's assets or the collateral pledged by Borrower to secure the Guaranteed Obligations; (c) any statute right relating to the timing, manner, or conduct of limitations affecting such Beneficiary's enforcement of rights against Borrower's assets or the obligations or liabilities under collateral pledged by Borrower to secure the Loan Documents of Guarantor or any other Credit PartyGuaranteed Obligations; (d) if such Guarantor and Borrower (or a third-party) have each pledged assets to secure the Guaranteed Obligations, any right to require any Beneficiary to proceed first against the other collateral before proceeding against collateral pledged by such Guarantor; (e) except as expressly required hereby, promptness, diligence, presentment, protest, demand for performance, notice of nonperformanceany default under the Guaranteed Obligations, notice of acceleration or intent to accelerate, demand for payment, notice of accelerationacceptance of this Guaranty, presentment, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendmentthe incurring by Borrower of additional indebtedness, notice of acceptance of this Guarantyany suit or other action by any Beneficiary against Borrower or any other Person, any notice of default under to any party liable for the obligation which is the subject of the Loan Documentssuit or action, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available demands with respect to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured and this Guaranty, (f) each of the foregoing rights or defenses regardless whether they arise under (i) Section 34.01 et seq. of the Texas Business and 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, (iv) common law, in equity, under contract, by a lien on real property. ​statute, or otherwise, and (g) any and all rights under Sections 51.003, 51.004 and 51.005 of the Texas Property Code, as amended.

Waivers. Guarantor unconditionally The Borrower and the Creditor each hereby waives ------- any defense based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance of this Agreement in any action brought therefor by the Lender. To the fullest extent permitted by law, the Borrower and agrees not to assertthe Creditor each hereby further waives: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, demand, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of default or dishonor, notice of extension, renewal, alteration payment or amendment, notice of acceptance of this Guaranty, notice of default under nonpayment and any of the Loan Documents, and all other notices whatsoeverand demands of any kind in connection with all negotiable instruments evidencing all or any portion of the Senior Debt or the Subordinated Debt to which the Borrower or the Creditor may be a party; (b) the right to require the Lender to marshal any securities, or to enforce any Lien the Lender may now or hereafter have in any collateral securing the Senior Debt or to pursue any claim it may have against any guarantor of the Senior Debt, as a condition to the Lender's entitlement to receive any payment on account of the Subordinated Debt; (c) notice of the acceptance of this Agreement by the Lender; (d) notice of any loans made, extensions granted or other action taken in reliance hereon; and (e) all other demands and notices of every kind in connection with this Agreement, the Senior Debt or the Subordinated Debt except for demands and notices expressly required under this Agreement or under any other claim instrument or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because document evidencing any of the Guaranteed Obligations are secured Senior Debt or the Subordinated Debt. The Lender may, at any time and from time to time, without the consent of or notice to the Creditor and without incurring any responsibility or liability to the Creditor and without impairing or releasing the obligations of the Creditor hereunder: (i) change the manner, place or terms of payment or change or extend the time of payment of or renew or alter the Senior Debt or any portion thereof; (ii) sell, exchange, release or otherwise deal with any collateral or any other property by a lien on real property. ​whomsoever at any time pledged or mortgaged to secure, or however securing, the Senior Debt or any portion thereof; (iii) release any Person liable in any manner for the payment or collection of the Senior Debt or any portion thereof; (iv) exercise or refrain from exercising any rights against the Borrower and others; and (v) apply any sums by whomsoever paid or however realized to the Senior Debt or any portion thereof in any order as the Lender may determine.

Waivers. Guarantor unconditionally To the maximum extent permitted by applicable law, Grantor waives and agrees not to assert: (a) all rights to require the Collateral Agent to proceed against any requirement that Lender first make demand uponGuarantor or Person liable for the Obligations under the Indenture Documents (each a “Golfsmith Guarantor”) or any other guarantor, or seek to proceed against, enforce or exhaust any security for the Obligations or to marshal assets or to pursue any other remedy in Collateral Agent’s power whatsoever; (b) all defenses arising by reason of any disability or other defense of any Golfsmith Guarantor, the cessation for any reason of the liability of a Golfsmith Guarantor, any defense that any other indemnity, guaranty or security was to be obtained, any claim that Collateral Agent has made Grantor’s obligations more burdensome or more burdensome than any Golfsmith Guarantor’s obligations, and the use of any proceeds of the Obligations other than as intended or understood by Collateral Agent or Grantor; (c) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of a acceptance of this Deed of Trust, and all other notices or demands to which Grantor might otherwise be entitled; (d) all rights to require Collateral Agent to enforce any of its remedies against any Golfsmith Guarantor or the Guarantors; (e) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any Golfsmith Guarantor or any principal of any Golfsmith Guarantor or any defect in the information of any Golfsmith Guarantor or any principal of any Golfsmith Guarantor; (f) any defense based upon the application by any Golfsmith Guarantor of the proceeds of the Indenture for purposes other Credit Party than the purposes represented by any Golfsmith Guarantor to Collateral Agent or intended or understood by Collateral Agent or Grantor; (g) any defense based upon Collateral Agent’s failure to disclose to Grantor any information concerning any Golfsmith Guarantor’s financial condition or any other Person circumstances bearing on any Golfsmith Guarantor’s ability to pay all sums payable under the Indenture or against any of the Notes; (h) any defense based upon Collateral Agent’s election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; and (i) until the Obligations are satisfied or fully paid, with such payment not subject to return: (i) all rights of subrogation, contribution, indemnification or reimbursement, (ii) all rights of recourse to any assets or property of any other Credit Party or other Person before demanding payment from Golfsmith Guarantor or seeking to enforce this Guaranty; any collateral or credit support for the Obligations, (biii) all rights to participate in or benefit from any security or credit support Collateral Agent may have or acquire, and (iv) all rights, benefits remedies and defenses Grantor may have or acquire against any Golfsmith Guarantor. Grantor specifically waives all rights and defenses that Grantor may have because the Obligations are secured by real property. This means, among other things: (i) Collateral Agent may collect from Grantor without first foreclosing on any real or personal property collateral pledged by any Golfsmith Guarantor; and (ii) if Collateral Agent forecloses on any real property collateral pledged by any Golfsmith Guarantor (A) the amount of the Obligations may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (B) Collateral Agent may collect from Grantor even if Collateral Agent, by foreclosing on the real property collateral, has destroyed any right Grantor may have to collect from any Golfsmith Guarantor. This is an unconditional and irrevocable waiver of any rights and defenses Grantor may have because the Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or similar laws in other states. Without limiting the generality of the foregoing or any other provision hereof, Grantor hereby expressly waives any and all benefits which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646Grantor under California Civil Code Sections 2809, §12-15662810, §33-725; §33- 8142819, §44-1412839, §44-142; or §47-36052845, or Arizona Rules of Civil Procedure Rule 17(e)2849, 2850, 2899 and 3433, or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​such sections.

Waivers. Guarantor unconditionally Each Borrower waives and agrees not to assert: (a) any requirement that Lender first make demand upon, right to require Agent or seek Lenders to enforce or exhaust remedies (i) proceed against any other Credit Party Borrower or other Person or against any Collateral or property of any other Credit Party guarantor of the Obligations, (ii) proceed against or exhaust any security received from any other Person before demanding payment from Guarantor Borrower or seeking to enforce this Guarantyany other guarantor of the Obligations, or (iii) pursue any other remedy in Agent’s or Lenders’ power whatsoever; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment defense arising by reason of the Guaranteed Obligations, after application by any foreclosure, trustee’s sale, or UCC sale, Borrower of the proceeds of any Collateral securing payment of the Guaranteed Obligationsborrowing; (c) any statute defense resulting from the absence, impairment or loss of limitations affecting any right of reimbursement, subrogation, contribution or other right or remedy of such Borrower against any other Borrower, any other guarantor of the obligations or liabilities under the Loan Documents of Guarantor Obligations or any other Credit Partysecurity, whether resulting from an election by Agent or Lenders to foreclose upon security by nonjudicial sale, or otherwise; (d) diligenceany setoff or counterclaim of such Borrower or any defense which results from any disability or other defense of any Borrower or the cessation or stay of enforcement from any cause whatsoever of the liability of any Borrower (including, presentmentwithout limitation, protestthe lack of validity or enforceability of any Transaction Document); (e) any right to exoneration of sureties which would otherwise be applicable; (f) so long as any Obligations remain outstanding, demand any right of subrogation or reimbursement and, if there are any other guarantors of the Obligations, any right of contribution, and right to enforce any remedy which Agent or Lenders now have or may hereafter have against any Borrower, and any benefit of, and any right to participate in, any security now or hereafter received by Agent or Lenders; (g) all presentments, demands for performance, notice notices of nonperformancenon-performance, notice of intent to acceleratenotices delivered under this Loan Agreement or any other Transaction Document, notice of acceleration, notice of protestprotests, notice of dishonor, notice of extension, renewal, alteration or amendment, notice and notices of acceptance of this Guaranty, notice of default under any guaranty and of the Loan Documentsexistence, creation or incurring of new or additional Obligations and all other notices whatsoeverof any public or private foreclosure sale; (h) the benefit of any statute of limitations to the extent permitted by law; (i) any appraisement, valuation, stay, extension, moratorium redemption or similar law or similar rights for marshalling; and (ej) any other claim right to be informed by Agent or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any Lenders of the Guaranteed financial condition of any Borrower or any other guarantor of the Obligations are secured by a lien on real propertyor any change therein or any other circumstances bearing upon the risk of nonpayment or nonperformance of the Obligations. ​Each Borrower has the ability and assumes the responsibility for keeping informed of the financial condition of any other Borrower and any other guarantors of the Obligations and of other circumstances affecting such nonpayment and nonperformance risks.

Waivers. Each Guarantor unconditionally waives hereby waives, to the fullest extent permitted by Law, for the benefit of the Administrative Agent and agrees not to assertSecured Party: (a) any requirement that Lender first make demand uponright to require the Administrative Agent or any Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from any Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of the Administrative Agent and Secured Parties in favor of any Borrower or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guarantythe Administrative Agent and the Secured Parties whatsoever; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; lack of authority or §47-3605, any disability or Arizona Rules other defense of Civil Procedure Rule 17(e), any Borrower or any other Applicable Law similar to Guarantor including any defense based on or arising out of the foregoing that might operate to limit (i) Guarantor’s lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Borrower or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the Guarantor from any cause other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the than payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal or any law, rule, regulation, or order of any jurisdiction affecting any term of the Guaranteed Obligations; (d) any defense based upon the Administrative Agent’s or any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the obligations enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Administrative Agent and the Secured Parties protect, secure, perfect or liabilities under the Loan Documents of Guarantor insure any security interest or lien or any other Credit Partyproperty subject thereto; (df) diligencenotices, presentmentdemands, protestpresentments, demand for performanceprotests, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extensionincluding acceptance hereof, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice notices of default under any Loan Document, any Secured Hedge Agreement or any agreement or instrument related thereto, notices of the Loan Documentsany renewal, and all other notices whatsoever; and (e) any other claim extension or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any modification of the Guaranteed Obligations are secured or any agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in Section 10.02 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by a lien on real propertylaw which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof. ​Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation to the extent permitted by Section 10.02 .

Waivers. The Guarantor unconditionally expressly waives all rights of setoff and agrees not to assert: (a) any requirement that Lender first make demand uponcounterclaims, as well as diligence in collection or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligenceprosecution, presentment, protest, demand for of payment or performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice nonpayment or nonperformance of extension, renewal, alteration or amendment, any Obligation. The Guarantor also expressly waives notice of acceptance of this Guaranty, notice of default under any of and the Loan Documents, and right to receive all other notices whatsoeverand demands of any kind relating to the Obligations or this Guaranty. The Guarantor agrees that any right of subrogation as to payment or enforcement of any security interest securing the Obligations shall not be enforceable by any Guarantor until the Bank is paid in full. In addition to, and not in substitution or lieu of, all of the other waivers and releases contained herein from the Guarantor, Guarantor hereby specifically, unconditionally and jointly and severally waives any and all defenses predicated upon: (i) change of ownership of any collateral covered by any mortgage, deed of trust or security agreement or other security instrument securing the Obligations; (ii) acquiring additional collateral; (iii) substitution of different collateral in exchange or exchanges for part or parts of any original collateral; (iv) sale or other disposition, either in whole or in part, of any collateral for the Obligations, without notice to the Guarantor unless otherwise required by applicable law; (v) the fact that there may be persons other than the Guarantor solvent and responsible for the payment of the Obligations; (evi) release, death, dissolution, liquidation or termination of the existence of the Borrower or any other guarantor; (vii) an election of remedies; or (viii) any other claim or defense that otherwise would be available to Guarantor defenses based on principles of suretyship or guarantee or otherwise governing obligations impairment of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​collateral.

Waivers. Guarantor unconditionally Each of the Guarantors waives and agrees not any right to assert: require the Agent to pursue any other remedy in the power of the Agent, including to first (a) any requirement that Lender first proceed against the Borrower and make demand upon, all reasonable efforts at the collection of the Guaranteed Indebtedness from the Borrower or seek to enforce or exhaust remedies against any other Credit Party guarantors or other Person Persons liable for all or against any Collateral part of the Guaranteed Indebtedness or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) proceed against or exhaust any rightsCollateral, benefits prior to seeking payment by such Guarantor of the Guaranteed Indebtedness. Each of the Guarantors also waives, until one year following payment in full of the Obligations and defenses which might otherwise be available the termination of the obligation of the Lenders to Guarantor make Loans to or for the benefit of the Borrower pursuant to Arizona Revised Statutes §12-1641 through §12-1646the Agreement or any obligation of the Agent to issue Letters of Credit for the account of the Borrower pursuant to the Agreement, §12-1566any right of such Guarantor, §33-725; §33- 814upon satisfaction of the obligation of such Guarantor hereunder, §44-141to subrogation to any rights of the Lenders against the Borrower under the Agreement or any other Loan Document. Each of the Guarantors further waives any and all rights and remedies of suretyship, §44-142; including those it may have or §47-3605be able to assert by reason of the provisions of (i) Section 17.001 of the Texas Civil Practice and Remedies Code, or Arizona Rules Texas Rule of Civil Procedure Rule 17(e)31 and (ii) Sections 51.003 through 51.005 of the Texas Property Code, relating to deficiency judgments. Each of the Guarantors waives any defense arising by reason of any disability, lack of authority or power, or other defense of the Borrower or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s guarantors of all or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment part of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, . Each of the Guarantors expressly waives all notices of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligencekind, presentment, protestpresentment for payment, demand for performancepayment, notice of nonperformance, notice of intent to accelerate, notice of accelerationprotest, notice of protest, notice of dishonorintent to accelerate maturity, notice of extensionacceleration of maturity, renewaldishonor, alteration diligence, notice of any amendment of any Loan Document, notice of any adverse change in the financial condition of the Borrower, notice of any adjustment, indulgence, forbearance, or amendmentcompromise that might be granted or given by the Agent or the Lenders to the Borrower, and notice of acceptance of this Guaranty, acceptance on the part of the Agent and the Lenders being conclusively presumed by the request for this Guaranty and the delivery of this Guaranty to the Agent. The liability and obligations of each of the Guarantors hereunder shall not be affected or impaired by any action or inaction by the Agent in regard to any matter waived or notice of default under any of the Loan Documents, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to which is waived by such Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​in this Guaranty.

Waivers. Each Guarantor unconditionally waives and agrees not to assertwaives, for the benefit of Beneficiaries: (a) any requirement that Lender first make demand uponright to require Guarantied Party or the other Beneficiaries, as a condition of payment or performance by such Guarantor, to (i) proceed against Company, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust any security held from Company, 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 any Beneficiary in favor of Company or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantyBeneficiary; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules lack of Civil Procedure Rule 17(e), authority or any disability or other Applicable Law similar defense of Company including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of any agreement or instrument relating to the foregoing that might operate to limit (i) Guarantor’s Guarantied Obligations or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment by reason of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment cessation of the Guaranteed liability of Company from any cause other than payment in full of the Guarantied Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon Guarantied Partys or any other Beneficiarys errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantors obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantors liability hereunder or the obligations enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or liabilities under the Loan Documents of Guarantor insure any Lien or any other Credit Partyproperty subject thereto; (df) diligencenotices, presentmentdemands, protestpresentments, demand for performanceprotests, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extension, renewal, alteration or amendment, notice of including acceptance of this Guaranty, notice notices of default under the Purchase 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 Company and notices of any of the Loan Documents, matters referred to in Sections 3 and all other notices whatsoever4 and any right to consent to any thereof; and (eg) to the fullest extent permitted by law, any other claim defenses or defense benefits that otherwise would may be available to Guarantor based on principles derived from or afforded by law which limit the liability of suretyship or guarantee exonerate guarantors or otherwise governing obligations sureties, or which may conflict with the terms of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​this Guaranty.

Waivers. (a) Each Guarantor unconditionally waives and agrees not to assert: (ai) any requirement that right to require Lender first make demand uponto proceed against Company, any other Guarantor or other guarantor or any other Person, to proceed against or exhaust any collateral or other security held for the Obligations (except to the extent required by applicable law), to give notice of or institute any public or private sale, foreclosure, or seek other disposition of any collateral or security for the Obligations, including, without limitation, to enforce comply with applicable provisions of the California Uniform Commercial Code (the “UCC”) or exhaust remedies against any other Credit Party or other Person or against any Collateral or property equivalent provision of any other Credit Party applicable law in connection with the sale, foreclosure, or other Person before demanding payment from Guarantor disposition of any collateral or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or pursue any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s right, remedy, power or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documentsprivilege of Lender whatsoever; or (ii) the right defense of Lender to recover a deficiency judgmentthe statute of limitations in any action hereunder or for the collection or performance of the Obligations; (iii) any defense arising by reason of any lack of corporate or other authority or any other defense of Company, or to otherwise proceed, against any Guarantor or any other Person obligated for Person; (iv) any defense based upon Lender’s errors or omissions in the payment administration of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (cv) any statute rights to set-offs and counterclaims; and (vi) without limiting the generality of limitations affecting the obligations or liabilities under foregoing, to the Loan Documents of Guarantor or fullest extent permitted by law, any other Credit Party; defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty, including any rights and defenses which are or may become available to such Guarantor by reason of California Civil Code §§2787 through 2855, 2899 and 3433. (db) Each Guarantor waives any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Obligations, or the reliance by Lender upon this Guaranty, or the exercise of any right, power or privilege hereunder. The Obligations shall conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each Guarantor waives promptness, diligence, presentment, protest, demand for performancepayment, notice of nonperformancedefault, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration dishonor or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, nonpayment and all other notices whatsoever; and (e) to or upon Company, any Guarantor or any other claim or defense that otherwise would be available Person with respect to Guarantor based on principles of suretyship or guarantee or otherwise governing the Obligations. (c) The obligations of persons secondarily liable thereon each Guarantor hereunder are independent of and separate from the obligations of Company and any other guarantor and upon the occurrence and during the continuance of any default, a separate action or because actions may be brought against any of the Guaranteed Obligations Guarantor, whether or not Company or any such other guarantor is joined therein or a separate action or actions are secured by a lien on real property. ​brought against Company or any such other guarantor.

Waivers. Guarantor unconditionally waives and agrees not to assert: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit Each Indemnitor hereby (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty waives and the other Loan Documents; or relinquishes all rights and remedies accorded by applicable law to indemnitors and guarantors and (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, waives notice of acceptance of this GuarantyAgreement and notice of any liability to which it may apply, and waives diligence, presentment, demand of payment, protest, notice of default under dishonor or nonpayment or notice of any kind in connection with this Agreement. Each Indemnitor further waives, to the maximum extent permitted by law, (a) any defense based upon an election of remedies (including, if available, an election to proceed by non-judicial foreclosure) by Xxxxxx, (b) any rights or defenses created by any anti-deficiency statutes applicable to the Loan, (c) any right to require Lender to marshal assets or proceed against or exhaust its recourse against Borrower, any other Indemnitor or other Obligated Party or any security for the Indemnified Losses or to pursue any other remedy before being entitled to payment from Indemnitors or before proceeding against any Indemnitor for payment and performance of the Indemnified Losses, (d) the defense of the statute of limitation in any action hereunder or for the collection or the performance of the Indemnified Losses, (e) any defense that may arise by reason of (i) the incapacity, lack of authority, death or disability of Borrower or any partner thereof, any Indemnitor, or any other Person, (ii) the revocation or repudiation hereof by any Indemnitor, or the revocation or repudiation of any of the Loan Documents by Borrower or anyother Person, (iii) the failure of Lender to file or enforce a claim against the estate (either in administration, bankruptcy or any other proceeding) of any other Indemnitor or any other Person, (iv) the unenforceability in whole or in part of the Loan Documents, and all (v) Xxxxxx's election, in any proceeding instituted under the United States Bankruptcy Code, of the application of Section 1111(b)(2) of the United States Bankruptcy Code, or (vi) any borrowing or grant of a security interest under Section 364 of the United States Bankruptcy Code, (f) the right to assert a counterclaim, other notices whatsoever; than a mandatory or compulsory counterclaim, in any action or proceeding brought against or by Xxxxxx, and (eg) all homestead exemption rights against the obligations hereunder; it being the intention hereof that each Indemnitor shall remain liable as principal, to the extent set forth herein, notwithstanding any other claim act, omission or defense that thing which might otherwise would be available to Guarantor based on principles operate as a legal or equitable discharge of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​Indemnitor.

Waivers. Guarantor unconditionally waives and agrees not to asserthereby waives: (a) presentment for payment, notice of dishonor, demand, protest, and notice thereof as to any requirement that Lender first make demand uponinstrument, and all other notices and demands to which Guarantor might be entitled, including without limitation notice of all of the following: the acceptance hereof; the creation, existence, or seek acquisition of any Indebtedness; the amount of the Indebtedness from time to enforce or exhaust remedies against time outstanding; any other Credit Party foreclosure sale or other Person disposition of any property which secures any or against any Collateral all of the Indebtedness or property which secures the obligations of any other Credit Party guarantor of any or all of the Indebtedness; any adverse change in Borrower's financial position; any other Person before demanding fact which might increase Guarantor's risk; any default, partial payment from Guarantor or seeking to enforce non-payment of all or any part of the Indebtedness; the occurrence of any other Event of Default (as hereinafter defined); any and all agreements and arrangements between Congress and Borrower and any changes, modifications, or extensions thereof, and any revocation, modification or release of any guaranty of any or all of the Indebtedness by any person (including without limitation any other person signing this Guaranty; ): (b) any rights, benefits and defenses which might otherwise be available right to Guarantor pursuant require Congress to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605institute suit against, or Arizona Rules of Civil Procedure Rule 17(e), to exhaust its rights and remedies against) Borrower or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgmentperson, or to otherwise proceed, proceed against Guarantor any property of any kind which secures all or any other Person obligated for the payment part of the Guaranteed Obligations, after any foreclosure, trustee’s saleIndebtedness, or UCC saleto exercise any right of offset or other right with respect to any reserves, credits or deposit accounts held by or maintained with Congress or any indebtedness of Congress to Xxxxxxxx, or to exercise any Collateral securing payment of the Guaranteed Obligationsother right or power, or pursue any other remedy Congress may have; (c) any statute defense arising by reason of limitations affecting any disability or other defense of Borrower or any other guarantor or any endorser, co-maker or other person, or by reason of the obligations cessation from any cause whatsoever of any liability of Borrower or liabilities any other guarantor or any endorser, co-maker or other person, with respect to all or any part of the Indebtedness, or by reason of any act or omission of Congress or others which directly or indirectly results in the discharge or release of Borrower or any other guarantor or any other person or any Indebtedness or any security therefor, whether by operation of law or otherwise; (d) any defense arising by reason of any failure of Congress to obtain, perfect, maintain or keep in force any security interest in, or lien or encumbrance upon, any property of Borrower or any other person; (e) any defense based upon any failure of Congress to give Guarantor notice of any sale or other disposition of any property securing any or all of the Indebtedness, or any defects in any such notice that may be given, or any failure of Congress to comply with any provision of applicable law in enforcing any security interest in or lien upon any property securing any or all of the Indebtedness including, but not limited to, any failure by Congress to dispose of any property securing any or all of the Indebtedness in a commercially reasonable manner; (f) any defense based upon or arising out of any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against Borrower or any other guarantor or any endorser, co-maker or other person, including without limitation any discharge of, or bar against collecting, any of the Indebtedness (including without limitation any interest thereon), in or as a result of any proceeding; and (g) the benefit of any and all statutes of limitation with respect to any action based upon, arising out of or related to this Guaranty. Until all of the Indebtedness has been paid, performed, and discharged in full, nothing shall discharge or satisfy the liability of Guarantor hereunder except the full performance and payment of all of the Indebtedness. If any claim is ever made upon Congress for repayment or recovery of any amount or amounts received by Congress in payment of or on account of any of the Indebtedness, because of any claim that any such payment constituted a preferential transfer or fraudulent conveyance, or for any other reason whatsoever, and Congress repays all or part of said amount by reasons of any judgment, decree or order of any court or administrative body having jurisdiction over Congress or any of its property, or by reason of any settlement or compromise of any such claim effected by Congress with any such claimant (including without limitation the Borrower), then and in any such event, Guarantor agrees that any such judgment, decree, order, settlement and compromise shall be binding upon Guarantor, notwithstanding any revocation or release of this Guaranty or the cancellation of any note or other instrument evidencing any of the Indebtedness, or any release of any of the Indebtedness, and the Guarantor shall be and remain liable to Congress under this Guaranty for the Loan Documents amount so repaid or recovered, to the same extent as if such amount had never originally been received by Congress, and the provisions of this sentence shall survive, and continue in effect, notwithstanding any revocation or release of this Guaranty. Until all of the Indebtedness has been irrevocably paid and performed in full, Guarantor hereby expressly and unconditionally waives all rights of subrogation, reimbursement and indemnity of every kind against Borrower, and all rights of recourse to any assets or property of Borrower, and all rights to any collateral or security held for the payment and performance of any Indebtedness, including (but not limited to) any of the forgoing rights which Guarantor may have under any present or future document or agreement with any Borrower or other person, and including (but not limited to) any of the foregoing rights which Guarantor may have under any equitable doctrine of subrogation, implied contract, or unjust enrichment, or any other equitable or legal doctrine. Neither Congress, nor any of its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Congress shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Guarantor or any other Credit Party; (d) diligenceparty through the ordinary negligence of Congress, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documentsits directors, and all other notices whatsoever; and (e) officers, employees, agents, attorneys or any other claim person affiliated with or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​representing Congress.

Waivers. Guarantor unconditionally waives Notice of acceptance hereof, the making of loans, advances and agrees not to assert: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party extensions of credit or other Person or against any Collateral or property financial accommodations to, and the incurring of any other Credit Party expenses by or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement in respect of, this Guaranty Grantors by First Lien Secured Parties, and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, demand, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration nonpayment or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoever; to which Second Lien Secured Parties and Grantors are or may be entitled are hereby waived (eexcept as expressly provided for herein or as to Grantors in the First Lien Documents). Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, also waives notice of, and hereby consents to: (a) subject to Section 9.4 hereof, any other claim amendment, modification, supplement, renewal, restatement or defense that otherwise would be available to Guarantor based on principles extensions of suretyship time of payment of or guarantee increase or otherwise governing obligations decrease in the amount of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured First Lien Debt or to the First Lien Documents or any Collateral at any time granted to or held by a lien on real propertyFirst Lien Agent, (b) except as expressly set forth herein, the taking, exchange, surrender and releasing of Collateral at any time granted to or held by any First Lien Secured Parties or guarantees now or at any time held by or available to any First Lien Secured Parties for the First Lien Debt or any other person at any time liable for or in respect of the First Lien Debt, (c) except as expressly set forth herein, the exercise of, or refraining from the exercise of any rights against any Grantor or any Collateral at any time granted to or held by any First Lien Secured Parties, and/or (d) the settlement, compromise or release of, or the waiver of any default with respect to, any of the First Lien Debt. ​Any of the foregoing shall not, in any manner, affect the terms hereof or impair the obligations of Second Lien Secured Parties hereunder. All of the First Lien Debt shall be deemed to have been made or incurred in reliance upon this Intercreditor Agreement.

Waivers. Without limiting any other provision hereof, to the fullest extent permitted by applicable law, Guarantor unconditionally waives and agrees not to asserthereby waives: (ai) any requirement that Lender first make demand upondefense arising by reason of any invalidity or unenforceability of Collection Agent's, Gold Coast's, or seek to enforce National-Wide's obligations in respect of the Purchase Agreement and the Purchase Documents, any manner in which any Guaranteed Person has exercised (or exhaust not exercised) its rights and remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits under the Purchase Agreement and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e)the Purchase Documents, or any other Applicable Law similar to cessation from any cause whatsoever of the foregoing that might operate to limit (i) Guarantor’s liability of the Collection Agent, Gold Coast, National-Wide or any other Credit Party’s liability underobligor, guarantor or the enforcement of, this Guaranty and the other Loan DocumentsPerson; or (ii) all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of the right Purchase Agreement and the Purchase Documents; (iii) any release of Lender collateral security provided under the Purchase Agreement or other Purchase Documents; (iv) notice of any indulgences, extensions, consents or waivers given to recover a deficiency judgmentCollection Agent, or to otherwise proceedGold Coast, against Guarantor National-Wide or any other Person obligated for the payment of the Guaranteed Obligationsobligor, after any foreclosure, trustee’s sale, guarantor or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performancePerson, notice of nonperformance, notice the occurrence of intent to accelerate, notice any potential default or Event of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration Default under the Purchase Agreement or amendment, notice of acceptance of this Guaranty, notice default or event of default (or the like) under any of the Loan Purchase Documents, or other notice of any kind whatsoever; (v) any right or claim of right to cause any Guaranteed Person to proceed against Collection Agent, Gold Coast, National-Wide or any other obligor, guarantor or Person in any particular order, to proceed against or exhaust any collateral security held by any Guaranteed Person at any time or to pursue any other right or remedy whatsoever at any time; (vi) any requirement of diligence or promptness on any Guaranteed Person's part in (X) making any claim or demand on or commencing suit against Collection Agent, Gold Coast, National-Wide or any other obligor, guarantor or Person, and all other notices whatsoever(Y) otherwise enforcing any Guaranteed Person's rights in respect of the Purchase Agreement or the Purchase Documents; and (evii) any duty of any Guaranteed Person to advise Guarantor of any information known to any Guaranteed Person regarding the financial condition of Collection Agent, Gold Coast, National-Wide or any other claim circumstance, it being agreed that Guarantor assumes responsibility for being and keeping informed of such condition or defense any such circumstance. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, Guarantor specifically waives all defenses Guarantor may have based upon any election of remedies by any Guaranteed Person which destroys Guarantor's rights to proceed against Collection Agent, Gold Coast, National-Wide or any other obligor, guarantor or Person for reimbursement, contribution or otherwise, including any loss of rights that otherwise would be available it may suffer by reason of any rights, powers, remedies or defenses of Collection Agent, Gold Coast or National-Wide in connection with any laws limiting, qualifying or discharging indebtedness of or remedies against Collection Agent, Gold Coast or National-Wide, and Guarantor hereby agrees not to Guarantor based on principles of suretyship exercise or guarantee or otherwise governing obligations of persons secondarily liable thereon or because pursue, so long as any of the Guaranteed Obligations are secured by a lien on real property. ​remain unsatisfied, any right to reimbursement, subrogation, or contribution from Collection Agent, Gold Coast or National-Wide in respect of payments hereunder.

Waivers. Guarantor unconditionally waives and agrees not to assertSubordinating Creditor hereby waives: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property notice of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guarantyof the events set forth in Section 8; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules notice of Civil Procedure Rule 17(e), the creation of all or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment portion of the Guaranteed Obligations, after any foreclosure, trustee’s sale, Senior Indebtedness or UCC sale, of any Collateral securing payment of an increase in the Guaranteed ObligationsSenior Indebtedness; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, presentment and demand for performancepayment of any Senior Indebtedness of Borrower, notice of nonperformance, notice of intent to accelerate, notice of accelerationprotest, notice of protest, and notice of dishonor, notice of extension, renewal, alteration dishonor or amendment, notice of acceptance of this Guaranty, notice of default under in connection with any of the Loan Documents, and Senior Indebtedness; (d) all other notices whatsoeverto which Subordinating Creditor might otherwise be entitled; and (e) any defense arising by reason of any disability or other claim defense of Borrower; (f) any right to cause a marshalling of Borrower’s assets; (g) any right to require Crestmark to proceed against any person, including without limit Borrower or defense guarantor; (h) any right to require Crestmark to proceed against or exhaust any of Borrower’s, guarantor’s or any other person’s security; and (i) any right to require Crestmark to pursue any other remedy in Crestmark’ power. Subordinating Creditor acknowledges and agrees that otherwise would the rights of Crestmark under this Agreement are not conditioned upon pursuit by Crestmark of any remedy Crestmark may have against Borrower or guarantor or any other Person or any other security. No waiver or modification of any rights of Crestmark under this Agreement shall be available effective unless the waiver or modification shall be in writing and signed by an authorized officer on behalf of Crestmark, and each waiver or modification shall be a waiver or modification only with respect to Guarantor based on principles the specific matter to which the waiver or modification relates and shall in no way impair the rights of suretyship Crestmark or guarantee or otherwise governing the obligations of persons secondarily liable thereon or because Subordinating Creditor to Crestmark in any of the Guaranteed Obligations are secured by a lien on real property. ​other respect.

Waivers. Guarantor unconditionally waives and agrees not to assert: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit Indemnitor hereby waives (i) Guarantorany right or claim of right to cause a marshalling of any Indemnitor’s assets or to cause Lender to proceed against any other Credit Party’s liability under, or of the enforcement of, security for the Loan before proceeding under this Guaranty and the other Loan DocumentsAgreement against Indemnitor; or (ii) and relinquishes all rights and remedies accorded by applicable law to Indemnitor, except any rights of subrogation, reimbursement or contribution which Indemnitor may have, provided that the indemnity provided for hereunder shall neither be contingent upon the existence of any such rights of subrogation nor subject to any claims or defenses whatsoever which may be asserted in connection with the enforcement or attempted enforcement of such subrogation rights including, without limitation, any claim that such subrogation, reimbursement or contribution rights were abrogated by any acts of Lender; (iii) the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against or by Lender; (iv) notice of acceptance hereof and of any action taken or omitted in reliance hereon; (v) presentment for payment, demand of payment, protest or notice of nonpayment or failure to perform or observe, or other proof, or notice or demand; and (vi) all homestead exemption rights against the obligations hereunder and the benefits of any statutes of limitations or repose; and (vii) any rights to require Lender to recover a deficiency judgmentproceed against an Indemnitor, or to otherwise proceed, against Guarantor or require Lender to pursue any other Person obligated for remedy or enforce any other right. Notwithstanding anything to the payment of contrary contained herein, Indemnitor hereby agrees to postpone the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, exercise of any Collateral rights of subrogation, reimbursement or contribution with respect to any collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of until the Loan Documents, and all other notices whatsoever; and (e) any other claim or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​shall have been paid in full.

Waivers. Each Guarantor unconditionally waives and agrees not waives, to assertthe extent permitted at law, for the benefit of Beneficiaries: (a) any requirement that Lender first make demand uponright to require the Beneficiaries, as a condition of payment or seek performance by such Guarantor, to enforce (i) proceed against Company, any other guarantor of the Guarantied Obligations or any other Person, (ii) proceed against or exhaust remedies against any security held from Company, any other Credit Party 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 any Beneficiary in favor of Company or any other Person or against (iv) pursue any Collateral or property other remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantyBeneficiary; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules lack of Civil Procedure Rule 17(e), authority or any disability or other Applicable Law similar to defense of Company including, without limitation, any defense based on or arising out of the foregoing that might operate to limit (i) Guarantor’s lack of validity or the unenforceability of the Guarantied Obligations or any other Credit Party’s liability under, agreement or the enforcement of, this Guaranty and the other Loan Documents; instrument relating thereto or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment by reason of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment cessation of the Guaranteed Obligationsliability of Company from any cause other than payment in full of the Guarantied Obligations (other than contingent indemnification obligations); (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary's errors or omissions in the administration of the Guarantied Obligations, except behavior that amounts to gross negligence, willful misconduct or bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor's liability hereunder or the obligations enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or liabilities under the Loan Documents of Guarantor insure any Lien or any other Credit Partyproperty subject thereto; (df) diligencenotices, presentmentdemands, protestpresentments, demand for performanceprotests, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extension, renewal, alteration or amendment, notice of including acceptance of this Guaranty, notice notices of default under the Amended and Restated Notes, the Purchase Agreement or any other Transaction Agreement or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guarantied Obligations or any agreement related thereto, and notices of any of the Loan Documents, matters referred to in Section 3 and all other notices whatsoeverSection 4 hereof and any right to consent to any thereof; and (eg) to the fullest extent permitted by law, any other claim defenses or defense benefits that otherwise would may be available to Guarantor based on principles derived from or afforded by law which limit the liability of suretyship or guarantee exonerate guarantors or otherwise governing obligations sureties, or which may conflict with the terms of persons secondarily liable thereon or because any of the Guaranteed Obligations are secured by a lien on real property. ​this Guaranty.

Waivers. Guarantor unconditionally waives and agrees not to assert: (a) Subject to applicable Legal Requirements, Guarantor hereby agrees that neither Administrative Agent’s or any requirement that Lender first make demand uponLender’s rights or remedies nor Guarantor’s obligations under the terms of this Guaranty shall be released, diminished, impaired, reduced or affected by any one or more of the following events, actions, facts, or seek circumstances, and to enforce the extent permitted under applicable law, the liability of Guarantor under this Guaranty shall be absolute and unconditional irrespective of (and Guarantor hereby waives any rights or exhaust remedies against protections related to): (i) except as expressly set forth herein, any limitation of liability or recourse in any other Credit Party Loan Document or other Person arising under any law; (ii) any claim or against any Collateral defense that this Guaranty was made without consideration or property is not supported by adequate consideration; (iii) the taking or accepting of any other Credit Party security or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605guaranty for, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgmentrecourse with respect to, any or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment all of the Guaranteed Obligations; (civ) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor homestead exemption or any other Credit Partysimilar exemption under applicable Legal Requirements and Guarantor hereby waives the benefit of any such exemption as to the Guaranteed Obligations; (dv) diligenceany release, presentmentsurrender, protestabandonment, demand 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; (vi) whether express or by operation of law, any partial release of the liability of Guarantor hereunder (other than as may be expressly provided for performancein such partial release in writing by Administrative Agent), or if one or more other guaranties are now or hereafter obtained by Administrative Agent or any 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; (vii) 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 Borrower or any other party at any time liable for the payment or performance of any or all of the Guaranteed Obligations; (viii) either with or without notice to or consent of nonperformanceGuarantor: any renewal, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration modification or amendment, notice rearrangement of acceptance the terms of this Guaranty, notice any or all of default under the Guaranteed Obligations and/or any of the Loan Documents, and all other notices whatsoever; and (eix) any other claim neglect, lack of diligence, delay, omission, failure, or defense that otherwise would be available refusal of Administrative Agent or any Lender to Guarantor based on principles take or prosecute (or in taking or prosecuting) any action for the collection or enforcement of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because 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; (x) any failure of Administrative Agent or any Lender to notify Guarantor of any creation, renewal, extension, rearrangement, modification, supplement, subordination, or assignment of the Guaranteed Obligations are secured 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 a lien on real property. ​Administrative Agent or any Lender against Borrower or any security or other recourse, or of any new agreement between Administrative Agent and Borrower, it being understood that, except as expressly set forth herein Administrative Agent or any 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, any and all rights to notice Guarantor may have otherwise had being hereby waived by Guarantor, and Guarantor shall be responsible for obtaining for itself information regarding Borrower, including, but not limited to, any changes in the business or financial condition of Borrower, and Guarantor acknowledges and agrees that Administrative Agent or any Lender shall have no duty to notify Guarantor of any information which Administrative Agent may have concerning Borrower; (xi) if for any reason that Administrative Agent is required to refund any payment by Borrower to any other party liable for the payment or performance of any or all of the Guaranteed

Waivers. Each Corporate Guarantor unconditionally waives and agrees not hereby waives, to assertthe fullest extent permitted by law, for the benefit of Lender: (a) any requirement that right to require Lender, as a condition of payment or performance by such Corporate Guarantor, to (i) proceed against any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from any Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Lender first make demand uponin favor of any Borrower or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this GuarantyLender whatsoever; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; lack of authority or §47-3605, any disability or Arizona Rules other defense of Civil Procedure Rule 17(e), any Borrower or any other Applicable Law similar to Guarantor including any defense based on or arising out of the foregoing that might operate to limit (i) Guarantor’s lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Borrower or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the Guarantor from any cause other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the than payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal or any law, rule, regulation, or order of any jurisdiction affecting any term of the Guaranteed Obligations; (d) any defense based upon Lender’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Corporate Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Corporate Guarantor’s liability hereunder or the obligations enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that Lender protect, secure, perfect or liabilities under the Loan Documents of Guarantor insure any security interest or Lien or any other Credit Partyproperty subject thereto; (df) diligencenotices, presentmentdemands, protestpresentments, demand for performanceprotests, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extensionincluding acceptance hereof, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice notices of default under any Loan Document, notices of the Loan Documentsany renewal, and all other notices whatsoever; and (e) any other claim extension or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any modification of the Guaranteed Obligations are secured or any agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in Section 11.02 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by a lien on real propertylaw which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof (other than payment in full of the Obligations). ​Each Corporate Guarantor agrees that such Corporate Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation to the extent permitted by Section 11.02.

Waivers. Guarantor hereby unconditionally waives and agrees not to assert: (a) any requirement that Lender first make demand upon, or seek to enforce or exhaust remedies against any other Credit Party or other Person or against any Collateral or property of any other Credit Party or other Person before demanding payment from Guarantor or seeking to enforce this Guaranty; (b) any rights, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; or §47-3605, or Arizona Rules of Civil Procedure Rule 17(e), or any other Applicable Law similar to the foregoing that might operate to limit (i) Guarantor’s or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment of the Guaranteed Obligations; (c) any statute of limitations affecting the obligations or liabilities under the Loan Documents of Guarantor or any other Credit Party; (d) diligence, presentment, protest, demand for performance, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice of protest, notice of dishonor, notice of extension, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice of default under any of the Loan Documents, and all other notices whatsoever; and (eb) presentment and demand concerning the liabilities of Guarantor, except as provided in Section 2 herein. Except as to applicable statutes of limitation, no delay of Guaranteed Paiiy in the exercise of, or failure to exercise, any rights hereunder shall operate as a waiver of such rights, a waiver of any other claim rights or defense a release of Guarantor from any obligations hereunder, nor shall any single or paiiial exercise by Guaranteed Paiiy of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to Guaranteed Party or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by Guaranteed Paiiy from time to time. Subject to the provisions hereof, Guarantor consents to the renewal, compromise, extension, or other changes in the time of payment of or other changes in the te1ms of the Obligations, or any part thereof or any changes or modifications to the terms of the Agreement, and Guarantor fmiher agrees that otherwise would be available Guaranteed Party, at any time and from time to time without notice to or consent of Guarantor based on principles of suretyship and without impairing or guarantee or otherwise governing releasing the obligations of persons secondarily liable thereon Guarantor hereunder, may take or because fail to take any action of the any kind in respect of any security for any Obligation or liability of Rainbow Energy to Guaranteed Obligations are secured by a lien on real property. ​Paiiy.

Waivers. Each Guarantor unconditionally waives hereby waives, to the fullest extent permitted by law, for the benefit of Agent and agrees not to assertLenders: (a) any requirement that right to require Agent or any Lender, as a condition of payment or performance by such Guarantor, to (i) proceed against any Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from any Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of Agent or any Lender first make demand uponin favor of any Borrower or any other Person, or seek to enforce or exhaust remedies against (iv) pursue any other Credit Party or other Person or against any Collateral or property remedy in the power of any other Credit Party or other Person before demanding payment from Agent and Lenders whatsoever, and each Guarantor or seeking to enforce this Guarantyhereby waives the benefits of discussion and division; (b) any rightsdefense arising by reason of the incapacity, benefits and defenses which might otherwise be available to Guarantor pursuant to Arizona Revised Statutes §12-1641 through §12-1646, §12-1566, §33-725; §33- 814, §44-141, §44-142; lack of authority or §47-3605, any disability or Arizona Rules other defense of Civil Procedure Rule 17(e), any Borrower or any other Applicable Law similar to Guarantor including any defense based on or arising out of the foregoing that might operate to limit (i) Guarantor’s lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of any Borrower or any other Credit Party’s liability under, or the enforcement of, this Guaranty and the Guarantor from any cause other Loan Documents; or (ii) the right of Lender to recover a deficiency judgment, or to otherwise proceed, against Guarantor or any other Person obligated for the than payment of the Guaranteed Obligations, after any foreclosure, trustee’s sale, or UCC sale, of any Collateral securing payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal or any law, rule, regulation, or order of any jurisdiction affecting any term of the Guaranteed Obligations; (d) any defense based upon Agent's or any Lender's errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor's liability hereunder or the obligations enforcement hereof, (iii) any rights to set offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that Agent and Lenders protect, secure, perfect or liabilities under the Loan Documents of Guarantor insure any security interest or Lien or any other Credit Partyproperty subject thereto; (df) diligencenotices, presentmentdemands, protestpresentments, demand for performanceprotests, notice of nonperformance, notice of intent to accelerate, notice of acceleration, notice notices of protest, notice notices of dishonordishonor and notices of any action or inaction, notice of extensionincluding acceptance hereof, renewal, alteration or amendment, notice of acceptance of this Guaranty, notice notices of default under any Loan Document, notices of the Loan Documentsany renewal, and all other notices whatsoever; and (e) any other claim extension or defense that otherwise would be available to Guarantor based on principles of suretyship or guarantee or otherwise governing obligations of persons secondarily liable thereon or because any modification of the Guaranteed Obligations are secured or any agreement related thereto, notices of any extension of credit to any Borrower and notices of any of the matters referred to in Section 13.2 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by a lien on real propertylaw which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof (other than payment in full of the Obligations). Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation to the extent permitted by Section 13.2. ​ ​ ​