CLAIM WHICH GUARANTOR MAY NOW OR AT ANY TIME HEREAFTER
HAVE AGAINST BORROWER OR ANY OTHER PARTY LIABLE TO BENEFICIARIES; (II) ANY
DEFENSE, SET-OFF, COUNTERCLAIM, OR CLAIM, OF ANY KIND OR NATURE, ARISING
DIRECTLY OR INDIRECTLY FROM THE PRESENT OR FUTURE LACK OF PERFECTION,
SUFFICIENCY, VALIDITY, OR ENFORCEABILITY OF THE GUARANTIED OBLIGATIONS OR ANY
SECURITY THEREFOR; (III) ANY DEFENSE ARISING BY REASON OF ANY CLAIM OR DEFENSE
BASED UPON AN ELECTION OF REMEDIES BY BENEFICIARIES; (IV) THE BENEFIT OF ANY
STATUTE OF LIMITATIONS AFFECTING GUARANTOR'S LIABILITY HEREUNDER OR THE
ENFORCEMENT THEREOF, AND ANY ACT WHICH SHALL DEFER OR DELAY THE OPERATION OF ANY
STATUTE OF LIMITATIONS APPLICABLE TO THE GUARANTIED OBLIGATIONS SHALL SIMILARLY
OPERATE TO DEFER OR DELAY THE OPERATION OF SUCH STATUTE OF LIMITATIONS
APPLICABLE TO GUARANTOR'S LIABILITY HEREUNDER; AND (V) ANY DEFENSE OR BENEFIT
THAT MAY BE DERIVED FROM OR AFFORDED BY LAW WHICH LIMITS THE LIABILITY OF OR
EXONERATES GUARANTIES OR SURETIES INCLUDING, WITHOUT LIMITATION, THE BENEFITS OF
NEVADA REVISED STATUTES §§40.430 - 40.459, 40.475 AND 40.485 AS PERMITTED BY
NEVADA REVISED STATUTES §40.495.
D.
GUARANTOR AGREES THAT IF ALL OR A PORTION OF THE INDEBTEDNESS OR THIS
GUARANTY IS AT ANY TIME SECURED BY A DEED OF TRUST OR MORTGAGE COVERING
INTERESTS IN REAL PROPERTY, BENEFICIARIES, IN THEIR SOLE DISCRETION, WITHOUT
NOTICE OR DEMAND AND WITHOUT AFFECTING THE LIABILITY OF GUARANTOR UNDER THIS
GUARANTY, MAY FORECLOSE (PURSUANT
5
TO THE TERMS OF THE CREDIT AGREEMENT OR OTHERWISE) THE DEED OF TRUST OR MORTGAGE
AND THE INTERESTS IN REAL PROPERTY SECURED THEREBY BY NON-JUDICIAL SALE.
GUARANTOR UNDERSTANDS THAT THE EXERCISE OF BENEFICIARIES OF CERTAIN RIGHTS AND
REMEDIES CONTAINED IN THE CREDIT AGREEMENT AND ANY SUCH DEED OF TRUST OR
MORTGAGE MAY AFFECT OR ELIMINATE GUARANTOR'S RIGHT OF SUBROGATION AGAINST
BORROWER AND THAT GUARANTOR MAY THEREFORE INCUR A PARTIALLY OR TOTALLY
NON-REIMBURSABLE LIABILITY HEREUNDER.
NEVERTHELESS, GUARANTOR HEREBY AUTHORIZE
AND EMPOWER BENEFICIARIES TO EXERCISE, IN THEIR SOLE DISCRETION, ANY RIGHTS AND
REMEDIES, OR ANY COMBINATION THEREOF, WHICH MAY THEN BE AVAILABLE, SINCE IT IS
THE INTENT AND PURPOSE OF GUARANTOR THAT THE OBLIGATIONS HEREUNDER SHALL BE
ABSOLUTE, INDEPENDENT AND UNCONDITIONAL UNDER ANY AND ALL CIRCUMSTANCES.
NOTWITHSTANDING ANY FORECLOSURE OF THE LIEN OF ANY DEED OF TRUST OR SECURITY
AGREEMENT WITH RESPECT TO ANY OR ALL OF ANY REAL OR PERSONAL PROPERTY SECURED
THEREBY, WHETHER BY THE EXERCISE OF THE POWER OF SALE CONTAINED THEREIN, BY AN
ACTION FOR JUDICIAL FORECLOSURE OR BY AN ACCEPTANCE OF A DEED IN LIEU OF
FORECLOSURE, GUARANTOR SHALL REMAIN BOUND UNDER THIS GUARANTY INCLUDING ITS
OBLIGATION TO PAY ANY DEFICIENCY FOLLOWING A NON-JUDICIAL FORECLOSURE.
E.
GUARANTOR ALSO HEREBY WAIVES ANY CLAIM, RIGHT OR REMEDY WHICH
GUARANTOR MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST THE BORROWER THAT ARISES
HEREUNDER AND/OR FROM THE PERFORMANCE BY GUARANTOR HEREUNDER INCLUDING, WITHOUT
LIMITATION, ANY CLAIM, REMEDY OR RIGHT OF SUBROGATION, REIMBURSEMENT,
EXONERATION, CONTRIBUTION, INDEMNIFICATION, OR PARTICIPATION IN ANY CLAIM, RIGHT
OR REMEDY OF BENEFICIARIES AGAINST THE BORROWER OR ANY SECURITY WHICH
BENEFICIARIES NOW HAVE OR HEREAFTER ACQUIRE, WHETHER OR