Guarantor (i) waives any right or claim of right to cause a marshalling of Borrower’s assets or to cause Bank to proceed against any of the security for the Debt, including, without limitation, the Loan, the Obligations or the other obligations guaranteed hereby before proceeding against Guarantor, (ii) agrees that any payments required to be made by Guarantor hereunder shall become due on demand in accordance with the terms of Section 2 (and if applicable Section 3) hereof and without presentment to Borrower or Guarantor, demand for payment or protest, or notice of non-payment or protest, and (iii) except as hereinafter provided, expressly waives and relinquishes all rights and remedies accorded by applicable law to guarantors. Without limiting the generality of the foregoing, Guarantor hereby waives all rights (x) to participate in any claim or remedy Bank may now or hereafter have against Borrower or in any collateral which Bank, now has or hereafter may acquire for the obligations guaranteed hereby and (y) except as provided below, to contribution, indemnification, set-off, exoneration or reimbursement, whether from Borrower, any Other Guarantor, or any other Person now or hereafter primarily or secondarily liable for any of Borrower’s obligations to Bank, and whether arising by contract or operation of law or otherwise by reason of Guarantor’s execution, delivery or performance of this Guaranty. Notwithstanding anything to the contrary contained herein or in any other Loan Documents, Guarantor shall not waive, and hereby retains, all rights of subrogation, contribution, indemnification, set-off or reimbursement against Borrower or any Other Guarantor that Guarantor may have (the “ Undersigned’s Rights ”); provided however that (i) this Guaranty shall neither be contingent upon the existence of the Undersigned’s Rights nor subject to any claims or defenses whatsoever which may be asserted in connection with the enforcement or attempted enforcement of the Undersigned’s Rights including, without limitation, any claim that the Undersigned’s Rights were abrogated by any acts of Bank, and (ii) until the Debt and all other amounts guaranteed hereunder (including, without limitation, the Loan and the other Obligations) shall have been paid in full or until the Guarantor is otherwise released from its obligations under this Guaranty, Guarantor hereby postpones and subordinates (A) the exercise of any and all of the Undersigned’s Rights to Bank’s rights against Guarantor under this Guaranty, against Borrower under any of the Loan Documents, or any Other Guarantor and (B) any of the Undersigned’s Rights to any collateral securing the Debt, including, without limitation, the Loan. Notwithstanding anything to the contrary contained herein, except during the existence of an Event of Default, Guarantor shall be entitled to receive and retain indirect distributions from Borrower made in accordance with the terms and conditions of the Borrower’s organizational documents and otherwise permitted under the Loan Agreement.