Common use of Guarantor Waivers Clause in Contracts

Guarantor Waivers. In addition to any other waivers contained herein, Guarantor waives and agrees as follows: (a) The Guarantee Obligations are the immediate, direct, primary, and absolute liabilities of Guarantor, and are independent of, and not co-extensive with, the Obligations or the obligations of any other guarantor. Guarantor expressly waives any right he may now or in the future have (pursuant to Sections 2845 and 2850 of the California Civil Code or any other law, rule, arrangement or relationship) to require Lenders to, and Lenders shall not have any obligations to, first pursue or enforce against Borrower any of the properties or assets of Borrower or any other security, guarantee or pledge that may now or hereafter be held by Lenders for the Obligations or for the Guarantee Obligations, or to apply the security, guarantee or pledge to the Obligations or to the Guarantee Obligations, or to pursue any other remedy in Lenders' power that Guarantor may or may not be able to pursue himself and that may lighten Guarantor's burden. (b) Lenders shall not be under any obligation to marshal any assets in favor of Guarantor or in payment of any or all of the Obligations or the Guarantee Obligations. (c) Except as specifically provided in SECTION 2.3 or as otherwise provided for in this Guarantee or applicable law, Guarantor waives, to the fullest extent permitted by applicable law: (i) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of the Long Term Notes or any or all of the Related Agreements; (ii) all rights to notice and a hearing prior to Lenders' taking possession or control of, or to Lenders' replevy, attachment or levy upon, or any bond or security which might be required by any court prior to allowing Lenders to exercise any of their remedies; (iii) the benefit of all evaluation, appraisal and exemption laws; (iv) notice of any extension, modification, renewal or amendment of any of the terms of the Long Term Notes or any Related Agreement relating to the Obligations or the Guarantee Obligations; (v) notice of the occurrence of any default or event of default with respect to the Obligations, the Guarantee Obligations or otherwise; and (vi) notice of any exercise or non-exercise by Lenders of any right, power or remedy with respect to the Obligations or the Guarantee Obligations. (d) Guarantor acknowledges that he has been advised by counsel of their choice with respect to this Guarantee, the Long Term Notes and the Related Agreements and the transactions evidenced hereby and thereby. (e) Guarantor agrees that until the Guarantee Termination Date it shall have no right of subrogation, reimbursement, indemnity or contribution, all of which Guarantor expressly waives. (f) If Lenders may, under applicable law, proceed to realize their benefits under the Long Term Notes or any Related Agreement, then Lenders may, at their sole option, determine which of their remedies or rights they may pursue without affecting any of their rights and remedies under this Guarantee. If Lenders bid at any foreclosure or trustee's sale or at any public or private sale permitted by law, Lenders may bid all or less than the amount of the Obligations or the Guarantee Obligations and the amount of the bid need not be paid by Lenders but shall be credited and applied as set forth in SECTION 7. The amount of the successful bid at any sale, whether Lenders or any other party (including Guarantor) is the successful bidder, shall be deemed to be prima facie evidence of the fair market value of the assets purchased and the amount remaining after application of the bid amount in the manner set forth in SECTION 7 shall be deemed to be prima facie evidence of the amount of the Guarantee Obligations guaranteed under this Guarantee, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Lenders might otherwise be entitled but for the bidding at any such sale. (g) Guarantor waives and agrees that it shall not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Guarantor of the Guarantee Obligations or the enforcement by Lenders of this Guarantee. (h) A separate action or actions may be brought and prosecuted by Lenders against Guarantor whether or not an action is brought against Borrower, or whether Borrower is joined in any action or actions.

Guarantor Waivers. In addition to any other waivers contained herein, Guarantor waives and agrees as follows: (a) The Guarantee Obligations are the immediate, direct, primary, and absolute liabilities of Guarantor, and are independent of, and not co-extensive with, the Obligations or the obligations of any other guarantor. Guarantor expressly waives any right he may now or in the future have (pursuant to Sections 2845 and 2850 of the California Civil Code or any other law, rule, arrangement or relationship) to require Lenders to, and Lenders shall not have any obligations to, first pursue or enforce against Borrower any of the properties or assets of Borrower or any other security, guarantee or pledge that may now or hereafter be held by Lenders for the Obligations or for the Guarantee Obligations, or to apply the security, guarantee or pledge to the Obligations or to the Guarantee Obligations, or to pursue any other remedy in Lenders' power that Guarantor may or may not be able to pursue himself and that may lighten Guarantor's burden. (b) Lenders shall not be under any obligation to marshal any assets in favor of Guarantor or in payment of any or all of the Obligations or the Guarantee Obligations. (c) Except as specifically provided in SECTION 2.3 or as otherwise provided for in this Guarantee or applicable law, Guarantor hereby waives, to the fullest extent permitted allowed by applicable law, all suretyship rights, defenses and other benefits to which it might otherwise be entitled including without limitation any and all rights and defenses that may be available by reason of California Civil Code Sections 2787 to 2855, inclusive, and 2899 and 3433, to the extent the same may be applicable. Without limiting the generality of the foregoing: (a) Sublandlord shall be entitled to proceed against Guarantor with respect to any unfulfilled Subtenant Obligation regardless of whether Sublandlord has proceeded, is then proceeding, or intends to proceed, against Subtenant or any other person with respect thereto; (b) Sublandlord shall not be required to furnish Guarantor with copies of any notices given or required to be given to Subtenant under the Sublease, including without limitation notices of default; (c) Guarantor’s liability for the Subtenant Obligations shall not be affected, released, terminated, discharged or impaired by (i) the existence of any bankruptcy, insolvency, reorganization or similar proceeding with respect to Subtenant or any other person, (ii) any exercise, non-exercise or delay or lack of diligence in the exercise of remedies by Sublandlord against Subtenant or any other person (except to the extent that the same has resulted in the fulfillment of the applicable Subtenant Obligation), (iii) any assignment or other transfer (voluntary or involuntary) of Subtenant’s interests in the Sublease, (iv) the rejection of the Sublease in any bankruptcy proceeding with respect to Subtenant, or any other release or discharge of Subtenant in any bankruptcy, insolvency, reorganization or similar proceeding; (v) any amendment of the Sublease; (vi) any change in the time, manner or place of payment, performance or observance of any of the Subtenant Obligations; (vii) any waiver of, or any assertion or enforcement or failure or refusal to assert or enforce, or any consent or indulgence granted by Sublandlord with respect to a departure from, any term of the Sublease, including without limitation the waiver of any default by Subtenant, or the making of any other arrangement with, or the accepting of any compensation or settlement from, Subtenant; provided that to the extent that Sublandlord provides Subtenant with a written waiver of, or written agreement with respect to a consent or indulgence with respect to a departure from, any term of the Sublease, the Subtenant Obligations for which Guarantor is liable under the Guaranty shall be deemed modified to reflect the terms of such written waiver or agreement; (viii) any other guaranty now or hereafter executed by Guarantor or any other guarantor or the release of any other guarantor from liability for the payment, performance or observance of any of the Subtenant Obligations, whether by operation of law or otherwise; or (ix) any defect in or invalidity of the Sublease caused by Subtenant; and (d) Guarantor hereby expressly waives (i) notice of acceptance of this Guaranty and of any change in the financial condition of Subtenant, (ii) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of the Long Term Notes or any or all of the Related Agreements; (ii) all rights to notice and a hearing prior to Lenders' taking possession or control of, or to Lenders' replevy, attachment or levy upon, or any bond or security which might be required by any court prior to allowing Lenders to exercise any of their remedies; (iii) the benefit until such time as all defaulted Subtenant Obligations are fulfilled, all right of all evaluationsubrogation with respect to any obligation of Subtenant that is fulfilled by Guarantor hereunder, appraisal and exemption laws; (iv) notice the right to trial by jury in any action or proceeding arising out of any extension, modification, renewal or amendment of any of the terms of the Long Term Notes or any Related Agreement relating with respect to the Obligations this Guaranty or the Guarantee Obligations; interpretation, breach or enforcement hereof, (v) notice the right to interpose any setoff or counterclaim in any action or proceeding arising out of the occurrence of any default or event of default with respect to the Obligationsthis Guaranty, the Guarantee Obligations or otherwise; and (vi) notice any right or claim of any exercise or non-exercise by Lenders of any right, power or remedy with respect right to the Obligations or the Guarantee Obligations. (d) Guarantor acknowledges that he has been advised by counsel of their choice with respect to this Guarantee, the Long Term Notes and the Related Agreements and the transactions evidenced hereby and thereby. (e) Guarantor agrees that until the Guarantee Termination Date it shall have no right of subrogation, reimbursement, indemnity or contribution, all of which Guarantor expressly waives. (f) If Lenders may, under applicable law, proceed to realize their benefits under the Long Term Notes or any Related Agreement, then Lenders may, at their sole option, determine which of their remedies or rights they may pursue without affecting any of their rights and remedies under this Guarantee. If Lenders bid at any foreclosure or trustee's sale or at any public or private sale permitted by law, Lenders may bid all or less than the amount of the Obligations or the Guarantee Obligations and the amount of the bid need not be paid by Lenders but shall be credited and applied as set forth in SECTION 7. The amount of the successful bid at any sale, whether Lenders or any other party (including Guarantor) is the successful bidder, shall be deemed to be prima facie evidence of the fair market value cause a marshaling of the assets purchased and the amount remaining after application of the bid amount in the manner set forth in SECTION 7 shall be deemed Subtenant or to be prima facie evidence of the amount of the Guarantee Obligations guaranteed under this Guarantee, notwithstanding that cause Sublandlord to apply to any present Subtenant Obligation any security deposit or future law to proceed against Subtenant or court decision any collateral or ruling may have the effect of reducing the amount of any deficiency claim to which Lenders might otherwise be entitled but for the bidding at any such sale. (g) Guarantor waives and agrees that it shall not security held by Sublandlord at any time insist upon, plead or in any manner whatever claim particular order. Guarantor subordinates any liability or take the benefit or advantage of, any appraisal, valuation, stay, extension or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance indebtedness of Subtenant held by Guarantor of to the Guarantee Obligations or the enforcement by Lenders of this GuaranteeSubtenant Obligations. (h) A separate action or actions may be brought and prosecuted by Lenders against Guarantor whether or not an action is brought against Borrower, or whether Borrower is joined in any action or actions.

Guarantor Waivers. In addition to any other waivers contained herein, Guarantor waives and agrees as follows: (a) The Guarantee Obligations are the immediate, direct, primary, and absolute liabilities of Guarantor, and are independent of, and not co-extensive with, the Obligations or the obligations of any other guarantor. Guarantor expressly waives any right he may now or in the future have (pursuant to Sections 2845 and 2850 of the California Civil Code or any other law, rule, arrangement or relationship) to require Lenders to, and Lenders shall not have any obligations to, first pursue or enforce against Borrower any of the properties or assets of Borrower or any other security, guarantee or pledge that may now or hereafter be held by Lenders for the Obligations or for the Guarantee Obligations, or to apply the security, guarantee or pledge to the Obligations or to the Guarantee Obligations, or to pursue any other remedy in Lenders' power that Guarantor may or may not be able to pursue himself and that may lighten Guarantor's burden. (b) Lenders shall not be under any obligation to marshal any assets in favor of Guarantor or in payment of any or all of the Obligations or the Guarantee Obligations. (c) Except as specifically provided in SECTION 2.3 or as otherwise provided for in this Guarantee or applicable law, Guarantor hereby waives, to the fullest extent permitted allowed by applicable law, all suretyship rights, defenses and other benefits to which it might otherwise be entitled (including without limitation any and all rights and defenses that may be available by reason of California Civil Code Sections 2787 to 2855, inclusive). Without limiting the generality of the foregoing: (a) Landlord shall be entitled to proceed against Guarantor with respect to any unfulfilled Tenant Obligation regardless of whether Landlord has proceeded, is then proceeding, or intends to proceed, against Tenant or any other person with respect thereto; (b) Landlord shall not be required to furnish Guarantor with copies of any notices given or required to be given to Tenant under the Lease, including without limitation notices of default; (c) Guarantor’s liability for the Tenant Obligations shall not be affected, released, terminated, discharged or impaired by (i) the existence of any bankruptcy, insolvency, reorganization or similar proceeding with respect to Tenant or any other person, (ii) any exercise, non-exercise or delay or lack of diligence in the exercise of remedies by Landlord against Tenant or any other person (except to the extent that the same has resulted in the fulfillment of the applicable Tenant Obligation), (iii) any assignment or other transfer (voluntary or involuntary) of Tenant’s interests in the Lease, (iv) the rejection of the Lease in any bankruptcy proceeding with respect to Tenant, or any other release or discharge of Tenant in any bankruptcy, insolvency, reorganization or similar proceeding; (v) any amendment of the Lease; (vi) any change in the time, manner or place of payment, performance or observance of any of the Tenant Obligations; (vii) any waiver of, or any assertion or enforcement or failure or refusal to assert or enforce, or any consent or indulgence granted by Landlord with respect to a departure from, any term of the Lease, including without limitation the waiver of any default by Tenant, or the making of any other arrangement with, or the accepting of any compensation or settlement from, Tenant; provided that to the extent that Landlord provides Tenant with a written waiver of, or written agreement with respect to a consent or indulgence with respect to a departure from, any term of the Lease, the Tenant Obligations for which Guarantor is liable under the Guaranty shall be deemed modified to reflect the terms of such written waiver or agreement; (viii) any other guaranty now or hereafter executed by Guarantor or any other guarantor or the release of any other guarantor from liability for the payment, performance or observance of any of the Tenant Obligations, whether by operation of law or otherwise; or (ix) any defect in or invalidity of the Lease caused by Tenant; and (d) Guarantor hereby expressly waives (i) notice of acceptance of this Guaranty and of any change in the financial condition of Tenant, (ii) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of the Long Term Notes or any or all of the Related Agreements; (ii) all rights to notice and a hearing prior to Lenders' taking possession or control of, or to Lenders' replevy, attachment or levy upon, or any bond or security which might be required by any court prior to allowing Lenders to exercise any of their remedies; (iii) the benefit until such time as all defaulted Tenant Obligations are fulfilled, all right of all evaluationsubrogation with respect to any obligation of Tenant that is fulfilled by Guarantor hereunder, appraisal and exemption laws; (iv) notice the right to trial by jury in any action or proceeding arising out of any extension, modification, renewal or amendment of any of the terms of the Long Term Notes or any Related Agreement relating to the Obligations or the Guarantee Obligations; (v) notice of the occurrence of any default or event of default with respect to the Obligations, the Guarantee Obligations or otherwise; and (vi) notice of any exercise or non-exercise by Lenders of any right, power or remedy with respect to the Obligations or the Guarantee Obligations. (d) Guarantor acknowledges that he has been advised by counsel of their choice with respect to this Guarantee, the Long Term Notes and the Related Agreements and the transactions evidenced hereby and thereby. (e) Guarantor agrees that until the Guarantee Termination Date it shall have no right of subrogation, reimbursement, indemnity or contribution, all of which Guarantor expressly waives. (f) If Lenders may, under applicable law, proceed to realize their benefits under the Long Term Notes or any Related Agreement, then Lenders may, at their sole option, determine which of their remedies or rights they may pursue without affecting any of their rights and remedies under this Guarantee. If Lenders bid at any foreclosure or trustee's sale or at any public or private sale permitted by law, Lenders may bid all or less than the amount of the Obligations Guaranty or the Guarantee Obligations and interpretation, breach or enforcement hereof, (v) the amount of the bid need not be paid by Lenders but shall be credited and applied as set forth in SECTION 7. The amount of the successful bid at right to interpose any sale, whether Lenders setoff or any other party (including Guarantor) is the successful bidder, shall be deemed to be prima facie evidence of the fair market value of the assets purchased and the amount remaining after application of the bid amount in the manner set forth in SECTION 7 shall be deemed to be prima facie evidence of the amount of the Guarantee Obligations guaranteed under this Guarantee, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Lenders might otherwise be entitled but for the bidding at any such sale. (g) Guarantor waives and agrees that it shall not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Guarantor of the Guarantee Obligations or the enforcement by Lenders of this Guarantee. (h) A separate action or actions may be brought and prosecuted by Lenders against Guarantor whether or not an action is brought against Borrower, or whether Borrower is joined counterclaim in any action or actionsproceeding arising out of or with respect to this Guaranty (other than full payment or performance of Tenant’s Obligations), (vi) any right or claim of right to cause a marshaling of the assets of Tenant or to cause Landlord to apply to any Tenant Obligation any security deposit or to proceed against Tenant or any collateral or security held by Landlord at any time or in any particular order, and (vii) any and all defenses relating to Landlord’s failure to perfect a security interest in Tenant’s property and/or impairment of collateral. Guarantor subordinates any liability or indebtedness of Tenant held by Guarantor to the Tenant Obligations.

Guarantor Waivers. In addition to any other waivers contained herein, Guarantor hereby waives and agrees as follows: (a) The Guarantee Obligations are the immediate, direct, primary, and absolute liabilities of Guarantor, and are independent of, and not co-extensive with, the Obligations or the obligations of any other guarantor. Guarantor expressly waives any right he may now or in the future have (pursuant to Sections 2845 and 2850 of the California Civil Code or any other law, rule, arrangement or relationship) to require Lenders to, and Lenders shall not have any obligations to, first pursue or enforce against Borrower any of the properties or assets of Borrower or any other security, guarantee or pledge that may now or hereafter be held by Lenders for the Obligations or for the Guarantee Obligations, or to apply the security, guarantee or pledge to the Obligations or to the Guarantee Obligations, or to pursue any other remedy in Lenders' power that Guarantor may or may not be able to pursue himself and that may lighten Guarantor's burden. (b) Lenders shall not be under any obligation to marshal any assets in favor of Guarantor or in payment of any or all of the Obligations or the Guarantee Obligations. (c) Except as specifically provided in SECTION 2.3 or as otherwise provided for in this Guarantee or applicable law, Guarantor waives, to the fullest extent permitted by applicable law: (i) diligence, presentment, demand and protestof payment, and notice filing of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of claims with a court in the Long Term Notes or any or all of the Related Agreements; (ii) all rights to notice and a hearing prior to Lenders' taking possession or control of, or to Lenders' replevy, attachment or levy upon, or any bond or security which might be required by any court prior to allowing Lenders to exercise any of their remedies; (iii) the benefit of all evaluation, appraisal and exemption laws; (iv) notice of any extension, modification, renewal or amendment of any of the terms of the Long Term Notes or any Related Agreement relating to the Obligations or the Guarantee Obligations; (v) notice of the occurrence of any default or event of default with respect to the Obligationsreceivership or bankruptcy of Customer, the Guarantee Obligations protest or otherwise; and (vi) notice of any exercise or non-exercise by Lenders of any right, power or remedy with respect to the Obligations and all demands whatsoever, and covenants that this Guaranty will not be discharged, except by complete performance of the obligations and liabilities contained herein; (ii) any suretyship defenses such that Guarantor might have under the laws of Delaware, Illinois or any other state and any right to any defense based upon any statute or rule of law which provides that the Guarantee Obligations. obligations of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (diii) Guarantor acknowledges notice of the creation and existence of any and all of the Obligations of the Customer under the Purchase Agreement, and of any security therefore, and of the acceptance of this Guaranty, or of extensions of credit or indulgences hereunder or of any other matters or things whatsoever relating hereto; (iv) any requirement that he has been advised by counsel of their choice Wintrust protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action with respect to any person, entity or property; (v) any defense or circumstance (including, without limitation, disability, insolvency, lack of authority or power, insanity, death or dissolution) which might otherwise constitute a legal or equitable discharge of such Guarantor’s liability under this GuaranteeGuaranty; (vi) any requirement, the Long Term Notes and the Related Agreements and the transactions evidenced hereby and thereby. substantive or procedural, that (ea) Guarantor agrees that until the Guarantee Termination Date it shall have no right of subrogation, reimbursement, indemnity Wintrust first enforce any rights or contribution, all of which Guarantor expressly waives. (f) If Lenders may, under applicable law, proceed to realize their benefits under the Long Term Notes remedies against Customer or any Related Agreement, then Lenders may, at their sole option, determine which of their remedies other person or rights they may pursue without affecting any of their rights and remedies under this Guarantee. If Lenders bid at any foreclosure or trustee's sale or at any public or private sale permitted by law, Lenders may bid entity liable to Wintrust for all or less than the amount any part of the Obligations or of Customer under the Guarantee Obligations and the amount of the bid need not Purchase Agreement, including, without limitation, that a judgment first be paid by Lenders but shall be credited and applied as set forth in SECTION 7. The amount of the successful bid at any sale, whether Lenders rendered against Customer or any other party person or entity, or that Customer or any other person or entity should be joined in such cause; or (including Guarantorb) is Wintrust first enforce rights against any collateral, security, property liens or other rights or remedies of Wintrust, which shall have been given to secure all or any part of the successful bidder, shall be deemed Obligations of Customer under the Purchase Agreement or of Guarantor under this Guaranty (such waiver to be prima facie evidence of the fair market value of the assets purchased and the amount remaining after application of the bid amount in the manner set forth in SECTION 7 shall be deemed without prejudice to be prima facie evidence of the amount of the Guarantee Obligations guaranteed under this GuaranteeWintrust’ right, notwithstanding that at its option, to proceed against Customer or any present other person or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Lenders might otherwise be entitled but for the bidding at any such sale. (g) Guarantor waives and agrees that it shall not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension or redemption laws, or exemptionentity, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Guarantor of the Guarantee Obligations or the enforcement by Lenders of this Guarantee. (h) A separate action or actions may be brought by joinder); (vii) any defense given to sureties or guarantors at law or in equity; and prosecuted by Lenders against Guarantor whether (viii) any rights to extension, composition or not an action is brought against Borrowerotherwise under the Bankruptcy Code or any amendments thereto, or whether Borrower is joined in under any action state or actionsother federal statute.

Guarantor Waivers. In addition to any other waivers contained herein, ----------------- each Guarantor waives waives, agrees, and agrees acknowledges as follows: (a) The Guarantee Guaranty Obligations are the immediate, direct, primary, and absolute liabilities of such Guarantor, and are independent of, and not co-co- extensive with, the Obligations or the obligations of any other guarantorguarantor thereof. Such Guarantor expressly waives any right he it may now or in the future have (pursuant to Sections 2845 and 2850 direct or affect the manner or timing of Bank's enforcement of its rights or remedies. Such Guarantor expressly waives any right it may now or in the California Civil Code or any other law, rule, arrangement or relationship) future have to require Lenders Bank to, and Lenders Bank shall not have any obligations no liability to, first pursue or enforce against Borrower Borrower, any of the properties or assets of Borrower Borrower, the Collateral, or any other security, guarantee guaranty, or pledge that may now or hereafter be held by Lenders Bank for the Obligations or for the Guarantee Guaranty Obligations, or to apply the such security, guarantee guaranty, or pledge to the Obligations or to the Guarantee Guaranty Obligations, or to pursue any other remedy in Lenders' Bank's power that such Guarantor may or may not be able to pursue himself itself and that may lighten such Guarantor's burden, before proceeding against the Collateral. Such Guarantor agrees that any notice or directive given at any time to Bank that is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by Bank, and, in addition, may not be pleaded or introduced as evidence in any litigation or other dispute resolution procedure relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless Bank has specifically agreed otherwise in writing. Such Guarantor shall remain liable for the Guaranty Obligations, notwithstanding any judgment Bank may obtain against Borrower, any Guarantor, any other guarantor of the Obligations, or any other Person, or any modification, extension, or renewal with respect thereto. (b) Lenders Such Guarantor has entered into this Guaranty based solely upon its independent knowledge of Borrower's and each other Guarantor's financial condition and such Guarantor assumes full responsibility for obtaining any further information with respect to such Person or the conduct of its business. Such Guarantor represents that it is now, and during the terms of this Guaranty will be, responsible for ascertaining the financial condition of Borrower and each other Guarantor. Such Guarantor hereby waives any duty on the part of Bank to disclose to such Guarantor, and agrees that it is not relying upon or expecting Bank to disclose to it, any fact known or hereafter known by Bank relating to the operation or condition of Borrower or any other Guarantor or its business or relating to the existence, liability, or financial condition of any other guarantor of the Obligations. Such Guarantor knowingly accepts the full range of risk encompassed in a contract of continuing guaranty, which risk includes the possibility that Borrower may incur Obligations after Borrower's financial condition or its ability to pay its debts as they mature has deteriorated. (c) Bank shall not be under any obligation liability to marshal any assets in favor of any Guarantor or in payment of any or all of the Obligations or the Guarantee Guaranty Obligations. (cd) Except as specifically provided in SECTION Section 2.3 or as otherwise ----------- provided for in this Guarantee Guaranty or under applicable law, such Guarantor waives, to the fullest extent permitted by applicable law: (i) notice of the acceptance by Bank of this Guaranty, (ii) notice of the existence, creation, payment, nonpayment, performance or nonperformance of all or any of the Guaranty Obligations, (iii) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of the Long Term Notes or any or all of the Related AgreementsLoan Documents, notes, commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Bank on which such Guarantor may in any way be liable, and hereby ratifies and confirms whatever Bank may do in this regard; (iiiv) all rights to notice and a hearing prior to Lenders' Bank's taking possession or control of, or to Lenders' Bank's replevy, attachment attachment, or levy upon, the Collateral or any bond or security which that might be required by any court prior to allowing Lenders Bank to exercise any of their its remedies; (iiiv) all rights to receive notices from Bank with respect to, or otherwise sent to, any of the other Guarantors or any other guarantor, (vi) the benefit of all evaluationvaluation, appraisal and exemption laws; , (ivvii) the benefit of any law purporting to reduce such Guarantor's obligation in proportion to the principal obligation hereby guarantied, such as Section 2809 of the California Civil Code, (viii) the benefit of any law purporting to exonerate such Guarantor's obligation upon performance or an offer of performance of the principal obligation, such as Section 2839 of the California Civil Code, (ix) notice of any extension, modification, renewal renewal, or amendment of any of the terms of the Long Term Notes Loan Agreement or any Related Agreement other Loan Document relating to the Obligations or the Guarantee Guaranty Obligations; (vx) notice of the occurrence of any default Default or event Event of default Default with respect to the Obligations, the Guarantee Obligations Guaranty Obligations, the Collateral, or otherwise; and (vixi) notice of any exercise or non-exercise by Lenders Bank of any right, power power, or remedy with respect to the Obligations Obligations, the Guaranty Obligations, or the Guarantee ObligationsCollateral. (de) Notice to any Guarantor acknowledges that he shall constitute notice to all of the Guarantors. (f) Such Guarantor has been advised by counsel of their its choice with respect to this GuaranteeGuaranty, the Long Term Notes and the Related Agreements other Loan Documents, and the transactions evidenced hereby and thereby. (eg) Until the Guaranty Termination Date, such Guarantor agrees that until the Guarantee Termination Date it shall have no right of subrogation, reimbursement, indemnity indemnity, or contribution, and shall have no right of recourse with respect to the Collateral or any Lien held therefor, all of which such Guarantor expressly waives. (fh) If Lenders Bank may, under applicable law, proceed to realize their its benefits under the Long Term Notes any Loan Document giving Bank a Lien upon any Collateral, whether owned by Borrower or by any Related Agreementother Person, then Lenders either by judicial foreclosure or by nonjudicial sale or enforcement, and Bank may, at their its sole option, determine which of their its remedies or rights they it may pursue without affecting any of their its rights and remedies under this GuaranteeGuaranty. If Lenders In the event Bank shall bid at any foreclosure or trustee's sale or at any public or private sale permitted by lawlaw or the Loan Documents, Lenders Bank may bid all or less than the amount of the Obligations or the Guarantee Guaranty Obligations and the amount of the such bid need not be paid by Lenders Bank but shall be credited and applied as set forth in SECTION 7Section 9. The --------- amount of the successful bid at any such sale, whether Lenders Bank or any other party (including any Guarantor) is the successful bidder, shall be deemed to be prima ----- facie evidence of the fair market value of the assets purchased Collateral and the amount ----- remaining after application of the such bid amount in the manner set forth in SECTION 7 Section 9 shall be deemed to be prima facie evidence of the amount of the Guarantee --------- ----- ----- Obligations guaranteed under this GuaranteeGuaranty, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Lenders Bank might otherwise be entitled but for the such bidding at any such sale. (gi) Such Guarantor agrees and represents that the Obligations and Guaranty Obligations are and shall be incurred by Borrower and such Guarantor for business and commercial purposes only. Such Guarantor agrees that any claim of Bank against such Guarantor arising out of this Guaranty arises out of the conduct by such Guarantor of its trade, business, or profession. Such Guarantor undertakes all the risks encompassed in the Loan Agreement and the other Loan Documents as they may be now or are hereafter agreed upon by Bank, and Borrower. Such Guarantor agrees that prior to the Guaranty Termination Date, Bank, in such manner and upon such terms and at such time as it deems best, and with or without notice to any Guarantor, may release, add, subordinate, or substitute security for the Obligations or the Guaranty Obligations. (j) Such Guarantor waives and agrees that it shall not at any time insist upon, plead plead, or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension extension, or redemption laws, or any exemption, whether now or at any time hereafter in force, which that may delay, prevent prevent, or otherwise affect the performance by such Guarantor of the Guarantee Guaranty Obligations or the enforcement by Lenders Bank of this GuaranteeGuaranty. (hk) A separate action or actions may be brought and prosecuted by Lenders Bank against any Guarantor whether or not an action is brought against Borrower, or whether Borrower is joined in any such action or actions. Without limiting the generality of the foregoing, such Guarantor expressly waives the benefit of any statute of limitation affecting the Obligations and expressly agrees that the running of a period of limitation on, or Bank's delay or omission in, any action by Bank against Borrower or for the foreclosure or enforcement of any Lien upon the Collateral shall not exonerate or affect such Guarantor's liability to pay and perform the Guaranty Obligations.

Guarantor Waivers. In addition to any other waivers contained herein, Guarantor waives and agrees as follows: (a) The Guarantee Obligations are the immediate, direct, primary, and absolute liabilities of Guarantor, and are independent of, and not co-extensive with, the Obligations or the obligations of any other guarantor. Guarantor expressly waives any right he may now or in the future have (pursuant to Sections 2845 and 2850 of the California Civil Code or any other law, rule, arrangement or relationship) to require Lenders to, and Lenders shall not have any obligations to, first pursue or enforce against Borrower any of the properties or assets of Borrower or any other security, guarantee or pledge that may now or hereafter be held by Lenders for the Obligations or for the Guarantee Obligations, or to apply the security, guarantee or pledge to the Obligations or to the Guarantee Obligations, or to pursue any other remedy in Lenders' power that Guarantor may or may not be able to pursue himself and that may lighten Guarantor's burden. (b) Lenders shall not be under any obligation to marshal any assets in favor of Guarantor or in payment of any or all of the Obligations or the Guarantee Obligations. (c) Except as specifically provided in SECTION 2.3 or as otherwise provided for in this Guarantee or applicable law, Guarantor hereby waives, to the fullest extent permitted allowed by applicable law, all suretyship rights, defenses and other benefits to which it might otherwise be entitled (including without limitation any and all rights and defenses that may be available by reason of California Civil Code Sections 2787 to 2855, inclusive). Without limiting the generality of the foregoing: (a) Landlord shall be entitled to proceed against Guarantor with respect to any unfulfilled Tenant Obligation regardless of whether Landlord has proceeded, is then proceeding, or intends to proceed, against Tenant or any other person with respect thereto; (b) Landlord shall not be required to furnish Guarantor with copies of any notices given or required to be given to Tenant under the Lease, including without limitation notices of default; (c) Guarantor’s liability for the Tenant Obligations shall not be affected, released, terminated, discharged or impaired by (i) the existence of any bankruptcy, insolvency, reorganization or similar proceeding with respect to Tenant or any other person, (ii) any exercise, non-exercise or delay or lack of diligence in the exercise of remedies by Landlord against Tenant or any other person (except to the extent that the same has resulted in the fulfillment of the applicable Tenant Obligation), (iii) any assignment or other transfer (voluntary or involuntary) of Tenant’s interests in the Lease, (iv) the rejection of the Lease in any bankruptcy proceeding with respect to Tenant, or any other release or discharge of Tenant in any bankruptcy, insolvency, reorganization or similar proceeding; (v) any amendment of the Lease; (vi) any change in the time, manner or place of payment, performance or observance of any of the Tenant Obligations; (vii) any waiver of, or any assertion or enforcement or failure or refusal to assert or enforce, or any consent or indulgence granted by Landlord with respect to a departure from, any term of the Lease, including without limitation the waiver of any default by Tenant, or the making of any other arrangement with, or the accepting of any compensation or settlement from, Tenant; provided that to the extent that Landlord provides Tenant with a written waiver of, or written agreement with respect to a consent or indulgence with respect to a departure from, any term of the Lease, the Tenant Obligations for which Guarantor is liable under the Guaranty shall be deemed modified to reflect the terms of such written waiver or agreement; (viii) any other guaranty now or hereafter executed by Guarantor or any other guarantor or the release of any other guarantor from liability for the payment, performance or observance of any of the Tenant Obligations, whether by operation of law or otherwise; or (ix) any defect in or invalidity of the Lease caused by Tenant; and (d) Guarantor hereby expressly waives (i) notice of acceptance of this Guaranty and of any change in the financial condition of Tenant, (ii) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of the Long Term Notes or any or all of the Related Agreements; (ii) all rights to notice and a hearing prior to Lenders' taking possession or control of, or to Lenders' replevy, attachment or levy upon, or any bond or security which might be required by any court prior to allowing Lenders to exercise any of their remedies; (iii) the benefit until such time as all defaulted Tenant Obligations are fulfilled, all right of all evaluationsubrogation with respect to any obligation of Tenant that is fulfilled by Guarantor hereunder, appraisal and exemption laws; (iv) notice the right to trial by jury in any action or proceeding arising out of any extension, modification, renewal or amendment of any of the terms of the Long Term Notes or any Related Agreement relating to the Obligations or the Guarantee Obligations; (v) notice of the occurrence of any default or event of default with respect to the Obligations, the Guarantee Obligations or otherwise; and (vi) notice of any exercise or non-exercise by Lenders of any right, power or remedy with respect to the Obligations or the Guarantee Obligations. (d) Guarantor acknowledges that he has been advised by counsel of their choice with respect to this Guarantee, the Long Term Notes and the Related Agreements and the transactions evidenced hereby and thereby. (e) Guarantor agrees that until the Guarantee Termination Date it shall have no right of subrogation, reimbursement, indemnity or contribution, all of which Guarantor expressly waives. (f) If Lenders may, under applicable law, proceed to realize their benefits under the Long Term Notes or any Related Agreement, then Lenders may, at their sole option, determine which of their remedies or rights they may pursue without affecting any of their rights and remedies under this Guarantee. If Lenders bid at any foreclosure or trustee's sale or at any public or private sale permitted by law, Lenders may bid all or less than the amount of the Obligations Guaranty or the Guarantee Obligations and interpretation, breach or enforcement hereof, (v) the amount of the bid need not be paid by Lenders but shall be credited and applied as set forth in SECTION 7. The amount of the successful bid at right to interpose any sale, whether Lenders setoff or any other party (including Guarantor) is the successful bidder, shall be deemed to be prima facie evidence of the fair market value of the assets purchased and the amount remaining after application of the bid amount in the manner set forth in SECTION 7 shall be deemed to be prima facie evidence of the amount of the Guarantee Obligations guaranteed under this Guarantee, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Lenders might otherwise be entitled but for the bidding at any such sale. (g) Guarantor waives and agrees that it shall not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Guarantor of the Guarantee Obligations or the enforcement by Lenders of this Guarantee. (h) A separate action or actions may be brought and prosecuted by Lenders against Guarantor whether or not an action is brought against Borrower, or whether Borrower is joined counterclaim in any action or actionsproceeding arising out of or with respect to this Guaranty, (vi) any right or claim of right to cause a marshaling of the assets of Tenant or to cause Landlord to apply to any Tenant Obligation any security deposit or to proceed against Tenant or any collateral or security held by Landlord at any time or in any particular order, and (vii) any and all defenses relating to Landlord’s failure to perfect a security interest in Tenant’s property and/or impairment of collateral. Guarantor subordinates any liability or indebtedness of Tenant held by Guarantor to the Tenant Obligations.

Guarantor Waivers. In addition to any other waivers contained herein, Guarantor waives and agrees agrees, subject to Section 2.1(c), as follows: (a) The Guarantee Obligations are the immediate, direct, primary, and absolute liabilities of Guarantor, and are independent of, and not co-extensive with, the Obligations or the obligations of any other guarantor. Guarantor expressly waives any right he it may now or in the future have (pursuant to Sections 2845 and 2850 of the California Civil Code or any other law, rule, arrangement or relationship) to require Lenders Lender to, and Lenders Lender shall not have any obligations to, first pursue or enforce against Borrower Borrower, any of the properties or assets of Borrower or any other security, guarantee guaranty or pledge that may now or hereafter be held by Lenders Lender for the Obligations, any guaranty of the Obligations or for the Guarantee Obligations, or to apply the security, guarantee guaranty or pledge to the Obligations or to the Guarantee Obligations, or to pursue any other remedy in Lenders' Lender’s power that Guarantor may or may not be able to pursue himself or herself and that may lighten Guarantor's ’s burden. Guarantor agrees that any notice or directive given at any time to Lender that is inconsistent with the waiver in the immediately preceding sentence shall be null and void and may be ignored by Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation or other dispute resolution procedure relating to this Guarantee for the reason that the pleading or introduction would be at variance with the written terms of this Guarantee, unless Lender has specifically agreed otherwise in writing. Guarantor shall remain liable for the Guarantee Obligations, notwithstanding any judgment Lender may obtain against Borrower, Guarantor, any other guarantor of the Obligations or any other Person, or any modification, extension or renewal with respect thereto. (b) Lenders Guarantor has entered into this Guarantee based solely on its independent knowledge of Borrower’s financial condition and Guarantor assumes full responsibility for obtaining any further information with respect to Borrower or the conduct of its business. Guarantor represents that it is now, and during the term of this Guarantee will be, responsible for ascertaining the financial condition of Borrower. Guarantor hereby waives any duty on the part of Lender to disclose to Guarantor, and agrees that Guarantor is not relying upon or expecting Lender to disclose to Guarantor, any fact known or learned by Lender relating to the operation or condition of Borrower or its business or relating to the existence, liability or financial condition of any other guarantor of the Obligations. Guarantor knowingly accepts the full range of risk encompassed in a contract of continuing guaranty, which risk includes the possibility that Borrower may incur Obligations after Borrower’s financial condition or its ability to pay its debts as they mature has deteriorated. (c) Lender shall not be under any obligation to marshal any assets in favor of Guarantor or in payment of any or all of the Obligations or the Guarantee Obligations. (cd) Except as specifically provided in SECTION Section 2.3 or as otherwise provided for in this Guarantee or applicable law, Guarantor waives, to the fullest extent permitted by applicable law: (i) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of the Long Term Notes Note, the Pledge Agreement or any or all of the Related Agreementsnotes, commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Lender on which Guarantor may in any way be liable, and hereby ratifies and confirms whatever Lender may do in this regard; (ii) all rights to notice and a hearing prior to Lenders' Lender’s taking possession or control of, or to Lenders' Lender’s replevy, attachment or levy upon, or any bond or security which might be required by any court prior to allowing Lenders Lender to exercise any of their its remedies; (iii) the benefit of all evaluation, appraisal and exemption laws; (iv) notice of any extension, modification, renewal or amendment of any of the terms of the Long Term Notes Note, the Pledge Agreement or any Related Agreement relating to guaranty of the Obligations or the Guarantee Obligations; (v) notice of the occurrence of any default or event of default with respect to the Obligations, the Guarantee Obligations or otherwise; and (vi) notice of any exercise or non-exercise by Lenders Lender of any right, power or remedy with respect to the Obligations or the Guarantee Obligations. (de) Guarantor acknowledges that he Guarantor has been advised by counsel of their Guarantor’s choice with respect to this Guarantee, the Long Term Notes Note, the Guarantee Obligations and the Related Agreements Pledge Agreement and the transactions evidenced hereby and thereby. (ef) Guarantor agrees that until the Guarantee Termination Date it Guarantor shall have no right of subrogation, reimbursement, indemnity or contribution, all of which Guarantor expressly waives. (fg) If Lenders mayLender, under applicable law, proceed proceeds to realize their its benefits under the Long Term Notes Note or any Related the Pledge Agreement, then Lenders Lender may, at their its sole option, determine which of their its remedies or rights they it may pursue without affecting any of their its rights and remedies under this Guarantee. If Lenders bid Lender bids at any foreclosure or trustee's ’s sale or at any public or private sale permitted by law, Lenders Lender may bid all or less than the amount of the Obligations or the Guarantee Obligations and the amount of the bid need not be paid by Lenders Lender but shall be credited and applied as set forth in SECTION Section 7. The amount of the successful bid at any sale, whether Lenders Lender or any other party (including Guarantor) is the successful bidder, shall be deemed to be prima facie evidence of the fair market value of the assets purchased and the amount remaining after application of the bid amount in the manner set forth in SECTION Section 7 shall be deemed to be prima facie evidence of the amount of the Guarantee Obligations guaranteed under this Guarantee, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Lenders Lender might otherwise be entitled but for the bidding at any such sale. (gh) Guarantor agrees that: (i) the Obligations and Guarantee Obligations are and shall be (or have been) incurred by Borrower and Guarantor for business and commercial purposes only; (ii) any claim of Lender against Guarantor arising out of this Guarantee arises out of the conduct by Guarantor of its trade, business or profession; (iii) Guarantor undertakes all the risks encompassed in the Note and the Pledge Agreement as they may be now or are hereafter agreed upon by the parties thereto; and (iv) prior to the Guarantee Termination Date (and for any period of reinstatement of this Guarantee after the Guarantee Termination Date pursuant to Section 5), Lender, in the manner and on terms and at the time it deems best, and with or without notice to Guarantor, may release, add, subordinate or substitute security for the Obligations or the Guarantee Obligations. (i) Guarantor waives and agrees that it Guarantor shall not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Guarantor of the Guarantee Obligations or the enforcement by Lenders Lender of this Guarantee. (hj) A separate action or actions may be brought and prosecuted by Lenders Lender against Guarantor whether or not an action is brought against Borrower, or whether Borrower is joined in any action or actions. Without limiting the generality of the foregoing, Guarantor expressly waives the benefit of any statute of limitations affecting the Obligations and expressly agrees that the running of a period of limitation on, or Lender’s delay or omission in, any action by Lender against Borrower or for the enforcement of any rights shall not exonerate or affect Guarantor’s liability to pay and perform the Guarantee Obligations.

Guarantor Waivers. In addition to any other waivers contained herein, Guarantor waives and agrees as follows: (a) The Guarantee Obligations are the immediate, direct, primary, and absolute liabilities of Guarantor, and are independent of, and not co-extensive with, the Obligations or the obligations of any other guarantor. Guarantor expressly waives any right he may now or in the future have (pursuant to Sections 2845 and 2850 of the California Civil Code or any other law, rule, arrangement or relationship) to require Lenders to, and Lenders shall not have any obligations to, first pursue or enforce against Borrower any of the properties or assets of Borrower or any other security, guarantee or pledge that may now or hereafter be held by Lenders for the Obligations or for the Guarantee Obligations, or to apply the security, guarantee or pledge to the Obligations or to the Guarantee Obligations, or to pursue any other remedy in Lenders' power that Guarantor may or may not be able to pursue himself and that may lighten Guarantor's burden. (b) Lenders shall not be under any obligation to marshal any assets in favor of Guarantor or in payment of any or all of the Obligations or the Guarantee Obligations. (c) Except as specifically provided in SECTION 2.3 or as otherwise provided for in this Guarantee or applicable law, Guarantor hereby waives, to the fullest extent permitted allowed by applicable law, all suretyship rights, defenses and other benefits to which it might otherwise be entitled (including without limitation any and all rights and defenses that may be available by reason of California Civil Code Sections 2787 to 2855, inclusive). Without limiting the generality of the foregoing: (a) Landlord shall be entitled to proceed against Guarantor with respect to any unfulfilled Tenant Obligation regardless of whether Landlord has proceeded, is then proceeding, or intends to proceed, against Tenant or any other person with respect thereto; (b) Landlord shall not be required to furnish Guarantor with copies of any notices given or required to be given to Tenant under the Lease, including without limitation notices of default; (c) Guarantor’s liability for the Tenant Obligations shall not be affected, released, terminated, discharged or impaired by (i) the existence of any bankruptcy, insolvency, reorganization or similar proceeding with respect to Tenant or any other person, (ii) any exercise, non-exercise or delay or lack of diligence in the exercise of remedies by Landlord against Tenant or any other person (except to the extent that the same has resulted in the fulfillment of the applicable Tenant Obligation), (iii) any assignment or other transfer (voluntary or involuntary) of Tenant’s interests in the Lease, (iv) the rejection of the Lease in any bankruptcy proceeding with respect to Tenant, or any other release or discharge of Tenant in any bankruptcy, insolvency, reorganization or similar proceeding; (v) any amendment of the Lease; (vi) any change in the time, manner or place of payment, performance or observance of any of the Tenant Obligations; (vii) any waiver of, or any assertion or enforcement or failure or refusal to assert or enforce, or any consent or indulgence granted by Landlord with respect to a departure from, any term of the Lease, including without limitation the waiver of any default by Tenant, or the making of any other arrangement with, or the accepting of any compensation or settlement from, Tenant; provided that to the extent that Landlord provides Tenant with a written waiver of, or written agreement with respect to a consent or indulgence with respect to a departure from, any term of the Lease, the Tenant Obligations for which Guarantor is liable under the Guaranty shall be deemed modified to reflect the terms of such written waiver or agreement; (viii) any other guaranty now or hereafter executed by Guarantor or any other guarantor or the release of any other guarantor from liability for the payment, performance or observance of any of the Tenant Obligations, whether by operation of law or otherwise; or (ix) any defect in or invalidity of the Lease caused by Tenant; and (d) Guarantor hereby expressly waives (i) notice of acceptance of this Guaranty and of any change in the financial condition of Tenant, (ii) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of the Long Term Notes or any or all of the Related Agreements; (ii) all rights to notice and a hearing prior to Lenders' taking possession or control of, or to Lenders' replevy, attachment or levy upon, or any bond or security which might be required by any court prior to allowing Lenders to exercise any of their remedies; (iii) the benefit until such time as all defaulted Tenant Obligations are fulfilled, all right of all evaluationsubrogation with respect to any obligation of Tenant that is fulfilled by Guarantor hereunder, appraisal and exemption laws; (iv) notice the right to trial by jury in any action or proceeding arising out of any extension, modification, renewal or amendment of any of the terms of the Long Term Notes or any Related Agreement relating to the Obligations or the Guarantee Obligations; (v) notice of the occurrence of any default or event of default with respect to the Obligations, the Guarantee Obligations or otherwise; and (vi) notice of any exercise or non-exercise by Lenders of any right, power or remedy with respect to the Obligations or the Guarantee Obligations. (d) Guarantor acknowledges that he has been advised by counsel of their choice with respect to this Guarantee, the Long Term Notes and the Related Agreements and the transactions evidenced hereby and thereby. (e) Guarantor agrees that until the Guarantee Termination Date it shall have no right of subrogation, reimbursement, indemnity or contribution, all of which Guarantor expressly waives. (f) If Lenders may, under applicable law, proceed to realize their benefits under the Long Term Notes or any Related Agreement, then Lenders may, at their sole option, determine which of their remedies or rights they may pursue without affecting any of their rights and remedies under this Guarantee. If Lenders bid at any foreclosure or trustee's sale or at any public or private sale permitted by law, Lenders may bid all or less than the amount of the Obligations Guaranty or the Guarantee Obligations and interpretation, breach or enforcement hereof, (v) the amount of the bid need not be paid by Lenders but shall be credited and applied as set forth in SECTION 7. The amount of the successful bid at right to interpose any sale, whether Lenders setoff or any other party (including Guarantor) is the successful bidder, shall be deemed to be prima facie evidence of the fair market value of the assets purchased and the amount remaining after application of the bid amount in the manner set forth in SECTION 7 shall be deemed to be prima facie evidence of the amount of the Guarantee Obligations guaranteed under this Guarantee, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which Lenders might otherwise be entitled but for the bidding at any such sale. (g) Guarantor waives and agrees that it shall not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by Guarantor of the Guarantee Obligations or the enforcement by Lenders of this Guarantee. (h) A separate action or actions may be brought and prosecuted by Lenders against Guarantor whether or not an action is brought against Borrower, or whether Borrower is joined counterclaim in any action or actions.proceeding arising out of or with respect to this Guaranty (other than full payment or performance of Tenant’s Obligations), (vi) any right or claim of right to cause a marshaling of the assets of Tenant or to cause Landlord to apply to any Tenant Obligation any security deposit or to proceed against Tenant or any collateral or security held by Landlord at any time or in any particular order, and (vii) any and all defenses relating to Landlord’s failure to perfect a security interest in Tenant’s property and/or impairment of collateral. Guarantor subordinates any liability or indebtedness of Tenant held by Guarantor to the Tenant Obligations. EXHIBIT F-3 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ TECHNOLOGIES, INC. 0LTB-274017