3. PRIMARY AND DIRECT OBLIGATIONS. Guarantor agrees that such Guarantors liabilityunder this Guaranty shall be joint and several and primary and direct, and that the Lender shallnot be required, before enforcing this Guaranty against such Guarantor: (a) to pursue any right orremedy it may have against the Borrower or other Person liable for any portion of the GuaranteedObligations (hereinafter referred to as a “**Co-Obligor**”), whether under the Credit Agreement orotherwise; (b) to commence any action or obtain any judgment against the Borrower, Guarantor or anyCo-Obligor; or (c) to foreclose or realize any security interest in, or otherwise to exerciserights and remedies against, any property of the Borrower, any Guarantor or any other Person inwhich the Lender holds a security interest.4. CONTINUING GUARANTY. This Guaranty is an absolute, unconditional and continuingjoint and several guaranty of payment and performance of the Guaranteed Obligations and shallcontinue to be in force and be binding upon each Guarantor until the Guaranteed Obligations havebeen paid and performed in full. No notice of the Guaranteed Obligations to which this Guarantymay apply, or of any renewal or extension thereof, need be given to any Guarantor, and none of theforegoing acts shall release any Guarantor from liability hereunder. Each Guarantor herebyexpressly waives (a) demand of payment or performance, presentment, protest, notice of dishonor,nonpayment or nonperformance on any and all forms of the Guaranteed Obligations; (b) notice ofacceptance of this Guaranty and notice of any liability to which it may apply; (c) all othernotices and demands of any kind and description relating to the Guaranteed Obligations now orhereafter provided for by any statute, law, rule or regulation; and (d) any right such Guarantormay have, whether under Title 12, Okla. Stat. §686 or otherwise, to set-off of any other collateralor security given to secure the Guaranteed Obligations, against the Guaranteed Obligations. NoGuarantor shall be exonerated with respect to liability under this Guaranty by any act or thingexcept payment of the Guaranteed Obligations.5. OTHER TRANSACTIONS. The Lender is expressly authorized to (a) exchange, surrenderor release, with or without consideration, any and all collateral or security which may at any timebe placed with it by the Borrower or by any other Person, or to forward or deliver any or all suchcollateral or security directly to the Borrower for collection and remittance or for credit, or tocollect the same in any other manner without notice to any Guarantor; and (b) amend, modify, extendor supplement the Credit Agreement or other agreement with respect to the Guaranteed Obligations inaccordance with the terms thereof, waive compliance by the Borrower with the respective termsthereof and settle or compromise any of the Guaranteed Obligations without notice to Guarantor andwithout in any manner affecting the absolute liability of the Guarantor hereunder.6. NO IMPAIRMENTS. The liability of the Guarantor hereunder shall not be affected orimpaired by: (a) any delay, failure, neglect or omission on the part of the Lender to collect theGuaranteed Obligations from the Borrower or any Co-Obligor, or to realize upon any collateral orsecurity for any or all of the Guaranteed Obligations; (b) the taking by the Lender (or the failureto take) of any other guaranty to secure the Guaranteed Obligations; (c) the taking by the Lenderof (or the failure to take or the failure to perfect its security in) collateral or security of anykind; or (d) the granting by the Lender of any release of or extension of time to the Borrower orany Co-Obligor.
 
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7. SUBORDINATION AND ASSIGNMENT. Upon the occurrence and during the continuation ofany Event of Default, Guarantor hereby subordinates in favor of the Lender any claims of Guarantoragainst the Borrower or in or to any property of the Borrower, to the extent that any such claimsarise hereafter by reason of payments made by Guarantor upon any item or items of the GuaranteedObligations, and Guarantor hereby assigns to the Lender any such claim hereafter arising andauthorizes the Lender to apply any payments thereon upon such item or items of the GuaranteedObligations as the Lender may determine. Upon the termination of this Guaranty as herein provided,the Lender agrees to reassign to Guarantor any claim which is assigned pursuant to this **Section 7**.8. APPLICATION OF PAYMENTS. Any and all payments upon the Guaranteed Obligations madeby the Borrower, Guarantor or any Co-Obligor, and/or the proceeds of any or all collateral orsecurity for any of the Guaranteed Obligations, may be applied by the Lender on such items of theGuaranteed Obligations as the Lender may reasonably elect. Any payment made by Guarantor underthis Guaranty shall be effective to reduce or discharge the liability of Guarantor hereunder onlyif accompanied by an advice received by the Lender advising the Lender that such payment is madeunder this Guaranty for such purpose.9. APPLICATION OF SET OFFS. To the extent Guarantor is ultimately determined to beentitled to any statutory set off against liability hereunder, notwithstanding the foregoingcontractual waivers and releases herein fully and voluntarily provided to the Lender, the fairmarket value or net sale proceeds of any collateral now or hereafter held by the Lender as securityfor the Guaranteed Obligations, the liability of such Guarantor will be computed by first applyingsuch set off to that portion of the Guaranteed Obligations for which the Guarantor is not liable,if any, and by then applying the balance of such set off, if any, to that portion of the GuaranteedObligations absolutely and unconditionally guaranteed hereby.10. REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to the Lenderthat:10.1. Benefit. Guarantor has a substantial economic interest in the Borrowerand/or expects to derive benefits from transactions resulting in the creation of theGuaranteed Obligations hereby. The Lender may rely conclusively on a continuing warrantyhereby made, that Guarantor continues to be benefited by the Lender’ extension of credit tothe Borrower, and the Lender shall have no duty to inquire into or confirm the receipt ofany such benefits, and this Guaranty shall be effective and enforceable by the Lenderwithout regard to the receipt, nature or value of any such benefits.10.2. Receipt of Credit Agreement. Guarantor has received a full and completeexecuted copy of the Credit Agreement.
 
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11. EVENTS OF DEFAULT. The occurrence or existence of any of Event of Default underthe Credit Agreement, unless waived in writing by the Lender, shall constitute an “Event ofDefault” under this Guaranty.12. RECOVERY OF PAYMENT. If any payment received by the Lender from the Borrower andapplied to the Guaranteed Obligations is subsequently set aside, recovered, rescinded or requiredto be returned for any reason (including, without limitation, the bankruptcy, insolvency orreorganization of any Co-Borrower or other Co-Obligor), the Guaranteed Obligations to which suchpayment was applied shall for the purposes of this Guaranty be deemed to have continued inexistence, notwithstanding such application, and this Guaranty shall be enforceable against theGuarantor as to such Guaranteed Obligations as fully as if such application had never been made.13. DISCHARGE. Until each and every one of the Guaranteed Obligations are paid andperformed in full, the obligations of the Guarantor hereunder shall not be released, in whole or inpart, by any action or thing which might, but for this provision of this Guaranty, be deemed alegal or equitable discharge of a surety or Guarantor, or by reason of any waiver, extension,modification, forbearance or delay or other act or omission of the Lender or its failure to proceedpromptly or otherwise, or by reason of any action taken or omitted by the Lender whether or notsuch action or failure to act varies or increases the risk of, or affects the rights or remedies ofthe Guarantor, nor shall any modification of any of the obligations of the Borrower or the releaseof any security therefor by operation of law or by the action of any third party affect in any waythe obligations of the Guarantor hereunder, and Guarantor hereby expressly waives and surrendersany defense to its liability hereunder based upon any of the foregoing acts, omissions, things,agreements or waivers or any of them, it being the purpose and intent of the parties hereto thatthe Guaranteed Obligations of the Borrower constitute the direct and primary, joint and several,obligations of the Guarantor and that the covenants, agreements and all obligations of theGuarantors hereunder be absolute, unconditional and irrevocable.14. TERMINATION. Upon the occurrence of the expiration or termination of theCommitments and the payment in full of Obligations and the repayment of all fees due and payableunder the Credit Agreement, this Guaranty and all obligations of Guarantor hereunder shallterminate, without delivery of any instrument or performance of any act by any party.15. REMEDIES. All remedies afforded to the Lender by reason of this Guaranty areseparate and cumulative remedies, and it is agreed that not one of such remedies, whether or notexercised by the Lender, shall be deemed to be in exclusion of any of the other remedies availableto the Lender and shall in no way limit or prejudice any other legal or equitable remedy which theLender may have hereunder and with respect to the Guaranteed Obligations. The Guarantors agree thatincluded within the equitable remedies available to the Lender hereunder is the right of the Lenderto elect to have any and all of the obligations and agreements of the Guarantor hereunderspecifically performed.
 
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16. JUDICIAL ACTIONS. Guarantor hereby waives any and all right to cause a marshalingof the assets of the Borrower or any other action by any court or other governmental body withrespect thereto, or to cause the Lender to proceed against any security for the GuaranteedObligations or any other recourse which the Lender may have with respect thereto or to set off thevalue of any such security, and further waives any and all requirements that the Lender instituteany action or proceeding at law or in equity against the Borrower, or any other Guarantor, or anyCo-Obligor with respect to the Credit Agreement or the Notes, or any collateral or securitytherefor, as a condition precedent to making demand on or bringing an action or obtaining and/orenforcing a judgment against, such Guarantor upon this Guaranty. Guarantor further waives anyrequirement that the Lender seek performance by the Borrower, or any Co-Obligor of any obligationunder the Credit Agreement or the Notes or any collateral or security therefor as a conditionprecedent to making a demand on, or bringing any action or obtaining and/or enforcing a judgmentagainst, such Guarantor upon this Guaranty, it being agreed that upon the occurrence of an Event ofDefault (as such term is defined in the Credit Agreement) and acceleration of the GuaranteedObligations, the obligations of Guarantor hereunder shall without further act mature immediatelyand automatically, without further notice or demand or any other action by the Lender.17. BANKRUPTCY OF THE BORROWER. Guarantor expressly agrees that the liability andobligations of such Guarantor under this Guaranty shall not in any way be affected by theinstitution by or against any Co-Borrower, or any Co-Obligor of any bankruptcy, reorganization,arrangement, insolvency or liquidation proceedings, or any other similar proceedings for reliefunder any bankruptcy law or similar law for the relief of debtors, and that any discharge of any ofthe Guaranteed Obligations pursuant to any such bankruptcy or similar law or other law shall notdischarge or otherwise affect in any way the obligations of any Guarantor under this Guaranty, andthat upon the institution of any of the above actions, at the sole discretion of the Lender, suchobligations shall be enforceable against the Guarantor.18. SEVERABILITY. Any remedy or right hereby granted which shall be found to beunenforceable as to any Person or under any circumstance, for any reason, shall in no way limit orprevent the enforcement of such remedy or right as to any other Person or circumstances, nor shallsuch unenforceability limit or prevent enforcement of any other remedy or right hereby granted.19. GENERAL.19.1. Collection Costs. Guarantor agrees to reimburse the Lender upon demandfor all reasonable out-of-pocket expenses (including reasonable attorneys’ fees and legalexpenses) incurred by the Lender arising out of or in connection with the enforcement of theGuaranteed Obligations or arising out of or in connection with any failure of such Guarantorto fully and timely perform its obligations hereunder to the fullest extent the Borrowerwould be required to do so under the Credit Agreement.19.2. No Waiver. No delay on the part of the Lender in the exercise of anypower or right shall operate as a waiver thereof, nor shall any single or partial exerciseof any power or right preclude other or further exercise thereof or the exercise of anyother power or right.
 
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19.3. Obligations Absolute. No invalidity, irregularity or unenforceability ofall or any part of the Guaranteed Obligations or of any security therefor or other recoursewith respect thereto shall affect, impair or be a defense to this Guaranty, and thisGuaranty is a primary obligation of Guarantor.19.4. Notices. Any notice, demand, request or consent required or authorizedhereunder shall be served in Person, delivered by U.S. mail, or sent by telecopier,addressed as follows:       If to Guarantor: First Trinity Financial Corporation