Common use of GUARANTOR'S WAIVERS Clause in Contracts

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cb) to resort for payment or to proceed directly or at once against any person, including Borrower or Borrower, before proceeding against Guarantor; (c) proceed against any other guarantorcollateral for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor; (d) to proceed directly apply any payments or proceeds received against or exhaust the Indebtedness in any collateral held by Lender from Borrower, any other guarantor, or any other personorder; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such sale; (f) to pursue disclose any information about the Indebtedness, the Borrower, the collateral, or any other remedy within guarantor or surety, or about any action or nonaction of Lender's power; or (g) to commit pursue any remedy or course of action in Lender's power whatsoever. Guarantor also waives any and all rights or defenses arising by reason of (h) any disability or other defense of Borrower, any other guarantor or surety or any other person; (i) the cessation from any cause whatsoever, other than payment in full, of the Indebtedness; (j) the application of proceeds of the Indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor and Lender; (k) any act of omission or omission commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any kindcollateral by operation of law or otherwise; (I) any statute of limitations in any action under this Guaranty or on the Indebtedness; or (m) any modification or change in terms of the Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or at other change in the time payment of the Indebtedness is due and any timechange in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on Indebtedness incurred prior to such revocation. Until all Indebtedness is paid in full, Guarantor waives all rights and any defenses Guarantor may have arising out of an election of remedies by Lender even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower or any matter whatsoeverother guarantor or surety by operation of Section 580a, 580b, 580d and 726 of the California Code of Civil Procedure or otherwise. This waiver includes, without limitation, any loss of rights Guarantor may suffer by reason of any rights or protections of Borrower in connection with any anti-deficiency laws or other laws limiting or discharging the Indebtedness or Borrower's obligations (including, without limitation, Sections 726, 580a, 580b, and 580d of the California Code of Civil Procedure). Guarantor waives all rights and protections of any kind which Guarantor may have for any reason, which would affect or limit the amount of any recovery by Lender from Guarantor following a nonjudicial sale or judicial foreclosure of any real or personal property security for the Indebtedness including, but not limited to, the right to any fair market value hearing pursuant to California Code of Civil Procedure Section 580a. Guarantor understands and agrees that the foregoing waivers are waivers of substantive rights and defenses to which Guarantor might otherwise be entitled under state and federal law. The rights and defenses waived include, without limitation, those provided by California laws of suretyship and guaranty, anti-deficiency laws, and the Uniform Commercial Code. Guarantor acknowledges that Guarantor has provided these waivers of rights and defenses with the intention that they be fully relied upon by Lender. Until all Indebtedness is paid in full, Guarantor waives any right to enforce any remedy Lender may have against Borrower or any other guarantor, surety, or other person, and further, Guarantor waives any right to participate in any collateral for the Indebtedness now or hereafter held by Lender. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" creditor of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of waives: (a) any "one action" or "anti-deficiency" law or defense based upon any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any legal disability or other defense of Borrower, of any other guarantor, guarantor or of any other person, or by reason of the cessation or limitation of Borrower's the liability of Borrower from any cause whatsoever, other than full payment in full in legal tender, of all sums payable under the Note or any of the Indebtednessother Loan Documents; (b) any defense based upon any lack of authority of the officers, directors, partners 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; (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 intended or understood by Lender or Guarantor; (d) any right to claim discharge defense of the Indebtedness on the basis of unjustified impairment Guarantor based upon Lender's election of any collateral for the Indebtednessremedy against Guarantor or Borrower or both; (e) any statute 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 all sums payable under the Note or any of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationsthe other Loan Documents; or (f) any defenses given to guarantors at defense based upon any statute or rule of law or which provides that the obligation of a surety must be neither larger in equity amount nor in any other respects more burdensome than actual payment and performance that of a principal; (g) any defense based upon Lender's election, in any proceeding instituted under the Federal Bankruptcy Code, of the Indebtedness. If payment is made by Borrowerapplication of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, whether voluntarily or otherwiseany right to enforce any remedy which Lender may have against Borrower and any right to participate in, or by benefit from, any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law security for the relief Note or the other Loan Documents now or hereafter held by Lender; (j) presentment, demand, protest and notice of debtors, any kind; and (k) the Indebtedness shall be considered unpaid for benefit of any statute of limitations affecting the purpose liability of Guarantor hereunder or the enforcement of this Guarantyhereof. Guarantor further waives and agrees not to assert that the payment of all sums payable under the Note or claim at any time of the other Loan Documents or any deductions part thereof or other act which tolls any statute of limitations applicable to the amount guaranteed Note or the other Loan Documents shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, Guarantor expressly waives any and all benefits which might otherwise be available to Guarantor under this Guaranty for any claim of setoffCalifornia Civil Code Sections 2809, counterclaim2810, counter demand2819, recoupment or similar right2839, whether such claim2845, demand or right may be asserted by the Borrower2849, the Guarantor2850, 2899 and 3433, or bothany of such sections.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (aA) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cB) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantorBorrower, before proceeding against Guarantor; (dC) to proceed directly against or exhaust any collateral held by Lender from for the Indebtedness, including Borrower's collateral, any other guarantor, or any other personbefore proceeding against Guarantor; (eD) to apply any payments or proceeds received against the Indebtedness in any order; (E) give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such sale; (fF) to pursue disclose any information about the Indebtedness, the Borrower, the collateral, or any other remedy within guarantor or surety, or about any action or nonaction of Lender's power; or (gG) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Lender's power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cH) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (I) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtedness; (dJ) any right to claim discharge the application of proceeds of the Indebtedness on by Borrower for purposes other than the basis purposes understood and intended by Guarantor and Lender; (K) any act of unjustified impairment omission or commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral for the Indebtednessby operation of law or otherwise; (eL) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the Indebtedness; or (fM) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of the Indebtedness is due and any change in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on Indebtedness incurred prior to such revocation. If payment is made Guarantor waives all rights and any defenses arising out of an election of remedies by BorrowerLender even though that the election of remedies, whether voluntarily such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, . Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.COMMERCIAL GUARANTY

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (aA) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cB) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantorBorrower, before proceedings against Guarantor; (dC) to proceed directly against or exhaust any collateral held by Lender from for the Indebtedness, including Borrower's collateral, any other guarantor, or any other personbefore proceeding against Guarantor; (eD) to apply any payments or proceeds received against the Indebtedness in any order; (E) give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such sale; (fF) to pursue disclose any information about the Indebtedness, the Borrower, the collateral, or any other remedy within guarantor or surety, or about any action or nonaction of Lender's power; or (gG) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Lender's power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cH) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (I) the cessation of Borrower's liability from any cause whatsoever, other others than payment in full in legal tenderfull, of the Indebtedness; (dJ) any right to claim discharge the application of proceeds of the Indebtedness on by Borrower for purposes other than the basis purposes understood and intended by Guarantor and Lender; (K) any act or omission or commission by lender which directly or indirectly results in or contributes to the discharge of unjustified impairment Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral for the Indebtednessby operation of law or otherwise; (eL) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the Indebtedness; or (fM) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time and that payment of the Indebtedness is due and any change in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on Indebtedness incurred prior to such revocation. If payment is made Guarantor waives all rights and any defenses arising out of an election of remedies by BorrowerLender even though that the election of remedies, whether voluntarily such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Xxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender Xxxxxx which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerXxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Xxxxxx is forced to remit the amount of that payment to Borrower's Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender Buyer to (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of (i) any nonpayment extension, modification, renewal, or amendment of the Indebtedness terms of the Factoring Agreement or any other Related Document, (ii) any notice of change of any nonpayment related to terms of repayment of the Indebtedness, (iii) any collateraldefault by Seller or any other guarantor of surety, or notice of (iv) any action or nonaction on the part of Borrowertaken by Seller, Lender, any surety, endorserBuyer, or any other guarantor in connection with the Indebtedness or in connection with surety of Seller, or (v) the creation of new or additional loans or obligationsIndebtedness; (cb) to resort for payment or to proceed directly or at once against any person, including Borrower or Seller, before proceeding against Guarantor; (c) proceed against any other guarantorcollateral for the Indebtedness, including Seller's collateral, before proceeding against Guarantor; (d) to proceed directly apply any payments or proceeds against or exhaust the Indebtedness in any collateral held by Lender from Borrower, any other guarantor, or any other personorder; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue Code or any other remedy within Lender's powerlaw governing such sale; disclose any information about the Indebtedness, the Seller, the collateral, or any other guarantor or surety, or about any action or nonaction of Buyer; or (g) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Buyer's power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (ah) any "one action" disability or "anti-deficiency" law other defense of Seller, any other guarantor or surety or any other person; (i) the cessation from any cause whatsoever, other than payment in full, of the Indebtedness; (j) the application of proceeds of the Indebtedness by Seller for purposes other than the purposes understood and intended by Guarantor and Buyer, (k) any act of omission or commission by Buyer which directly or indirectly results in or contributes to the discharge of Seller or any other guarantor or surety; or the Indebtedness, or the loss or release of any collateral by operation of law which may prevent Lender from bringing or otherwise; (l) any actionstatute of limitations in any under this Guaranty or on the Indebtedness; or (m) any modification or change in terms of the Indebtedness, whatsoever, including a claim for deficiencywithout limitation, against Guarantorthe renewal, before extension, acceleration, or after Lender's commencement or completion other change in the time payment of the Indebtedness is due and any foreclosure actionchange in the finance charges (interest rate, either judicially or by exercise of a power of sale; (bif any) and other charges. Guarantor waives any defense Guarantor may have based upon any election of remedies by Lender Buyer which limits or destroys or otherwise adversely affects Guarantor's subrogation rights rights, if any, or Guarantor's rights rights, if any, to proceed against Borrower for reimbursementseek reimbursement from Seller or any other guarantor or surety, including including, without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, rights or protections of Seller in connection with any anti-deficiency laws or other laws limiting or discharging the Indebtedness; Indebtedness or Seller's obligations (c) including, without limitation, Sections 726,580a 580b, and 580d of the California Code of Civil Procedure). Guarantor waives any disability right to enforce any remedy Buyer may have against Seller or other defense of Borrower, of any other guarantor, surety, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoeverand further, other than payment in full in legal tender, of the Indebtedness; (d) Guarantor waives any right to claim discharge of the Indebtedness on the basis of unjustified impairment of participate in any collateral for the Indebtedness; (e) Indebtedness now or hereafter held by Buyer. Without limiting the generality of any statute of limitationsthe foregoing paragraphs, if at Guarantor expressly waives the benefit of California Civil Code Sections 2809, 2810, 2839, 2845, 2848, 2849, 2850, 2899, and 3433, and other statutes of similar effect. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above and in the immediately succeeding paragraph, is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any time any action or suit brought by Lender against Guarantor such waiver is commenced there is outstanding Indebtedness of Borrower determined to Lender which is not barred by be contrary to any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of public policy, such waiver shall be effective only to the Indebtedness. If payment is made extent permitted by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothpublic policy.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (aA) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cB) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantorBorrower, before proceeding against Guarantor; (dC) to proceed directly against or exhaust any collateral held by Lender from for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor; (D) apply any payments or proceeds received against the Indebtedness in any order; (E) disclose any information about the Indebtedness, the Borrower, any other guarantorthe collateral, or any other person; (e) to give notice guarantor or surety, or about any action or nonaction of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (gF) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Lender's power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cG) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (H) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtedness; (dI) any right to claim discharge the application of proceeds of the Indebtedness on by Borrower for purposes other than the basis purposes understood and intended by Guarantor and Lender; (J) any act of unjustified impairment omission or commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral for the Indebtednessby operation of law or otherwise; (eK) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the Indebtedness; or (fL) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwisewhatsoever, including without limitation, the renewal, extension, acceleration, or by other change in the time payment of the Indebtedness is due and any third partychange in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on the Indebtedness and thereafter Lender is forced incurred prior to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guarantysuch revocation. Guarantor further waives all rights of subrogation, reimbursement, indemnification, and agrees not contribution and any other rights and defenses that are or may become available to assert Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive. Guarantor waives all rights and any defenses arising out of an election of remedies by Lender even though that the election of remedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothotherwise.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (aA) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cB) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantorBorrower, before proceeding against Guarantor; (dC) to proceed directly against or exhaust any collateral held by Lender from Borrowerfor the Indebtedness, any other guarantorincluding Bxxxxxxx’s collateral, or any other personbefore proceeding against Guarantor; (eD) to apply any payments or proceeds received against the Indebtedness in any order; (E) give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such sale; (fF) to pursue disclose any information about the Indebtedness, the Borrower, the collateral, or any other remedy within guarantor or surety, or about any action or nonaction of Lender's power; or (gG) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Lxxxxx’s power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cH) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (I) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtedness; (dJ) any right to claim discharge the application of proceeds of the Indebtedness on by Borrower for purposes other than the basis purposes understood and intended by Guarantor and Lender; (K) any act of unjustified impairment omission or commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral for the Indebtednessby operation of law or otherwise; (eL) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the Indebtedness; or (fM) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwisewhatsoever, including without limitation, the renewal, extension, acceleration, or by other change in the time payment of the Indebtedness is due and any third partychange in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on the Indebtedness and thereafter Lender is forced incurred prior to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guarantysuch revocation. Guarantor further waives all rights of subrogation, reimbursement, indemnification, and agrees not contribution and any other rights and defenses that are or may become available to assert Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive. Guarantor waives all rights and any defenses arising out of an election of remedies by Lxxxxx even though that the election of remedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothotherwise.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Lxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Lxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender Lxxxxx which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerBxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Lxxxxx is forced to remit the amount of that payment to Borrower's Bxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, . Guarantor waives any right to require Lender Lender: (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness Guaranteed Obligations or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of the Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness Guaranteed Obligations or in connection with the creation of new or additional loans or obligations; (c) any defense based upon a failure of Lender to comply with the notice requirements of the applicable version of Uniform Commercial Code Section 9-504; (d) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (de) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's ’s power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness Guaranteed Obligations shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "“creditor" ” of Borrower within the meaning of 11 U.S.C. section Section 547(b), or any successor provision of the Federal federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the IndebtednessGuaranteed Obligations; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’ liability from any cause whatsoever, other than payment in full in legal tender, of the IndebtednessGuaranteed Obligations; (d) any right to claim discharge of the Indebtedness Guaranteed Obligations on the basis of unjustified impairment of any collateral for the Indebtednessindebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of amount owing by Borrower to Lender which under the Guaranteed Obligations that is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the IndebtednessGuaranteed Obligations. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness Guaranteed Obligations and thereafter Lender is forced to remit the amount of that payment to Borrower's ’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness Guaranteed Obligations shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demanddemands, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If In addition to the waivers set forth herein, if now or hereafter (a) Borrower is or shall be or become insolvent, insolvent and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes gives up in favor of Lender and Borrower, and their Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section U.S.C.section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fE) to pursue any other remedy within Lender's ’s power; or (gF) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's ’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with wit the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within with Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If In addition to the waivers set forth herein, if now or hereafter (a) Borrower is or shall be or become insolvent, insolvent and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes gives up in favor of Lender and Borrower, and their Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire acquired against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any right of appraisal, "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Xxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender Xxxxxx which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerXxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Xxxxxx is forced to remit the amount of that payment to BorrowerXxxxxxxx's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable lawGuarantor waives: (a) any defense based upon any legal disability or other defense of Coil Tubing or any other guarantor or person or based upon Coil Tubing’s cessation for any reason of liability under any of the Note; (b) any defense based upon any lack of authority of Coil Tubing’s officers or other agents acting or purporting to act on behalf of Coil Tubing or any defect in the formation of Coil Tubing; (c) any defense of Guarantor based upon Xxxxxxxx’x election of any remedy against Guarantor or Coil Tubing or both, Guarantor waives including, without limitation, any right to require Lender (a) Xxxxxxxx to continue lending money proceed against Coil Tubing or another person or to extend proceed against any other credit to Borrowersecurity for the Coil Tubing Obligations; (bd) 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 any other respects more burdensome than that of a principal; (e) any right of subrogation, any right to make enforce any remedy which Xxxxxxxx may have against Coil Tubing and any right to participate in, or benefit from, any security for the Coil Tubing Obligations now or hereafter held by Xxxxxxxx; (f) presentment, protest, demand, or protest and notice of any kind, including notice ; (g) the benefit of any nonpayment statute of limitations affecting the Indebtedness liability of Guarantor hereunder or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsenforcement hereof; (ch) any right to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) require Xxxxxxxx to pursue any other remedy within Lender's in Xxxxxxxx’x power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (di) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of revoke this Guaranty. Guarantor waives any collateral for the Indebtedness; (e) any statute of limitationsother circumstance or event, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law in existence now or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrowerfuture, whether voluntarily that might otherwise constitute a legal or otherwise, or by any third party, on equitable defense to the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantorguarantors; (dD) to proceed directly against or exhaust any collateral held by Lender Xxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender Xxxxxx which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerXxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Xxxxxx is forced to remit the amount of that payment to Borrower's Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender Buyer to (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of (i) any nonpayment extension, modification, renewal, or amendment of the Indebtedness terms of the Factoring Agreement or any other Related Document, (ii) any notice of change of any nonpayment related to terms of repayment of the Indebtedness, (iii) any collateraldefault by Seller or any other guarantor of surety, or notice of (iv) any action or nonaction on the part of Borrowertaken by Seller, Lender, any surety, endorserBuyer, or any other guarantor in connection with the Indebtedness or in connection with surety of Seller, or (v) the creation of new or additional loans or obligationsIndebtedness; (cb) to resort for payment or to proceed directly or at once against any person, including Borrower or Seller, before proceeding against Guarantor; (c) proceed against any other guarantorcollateral for the Indebtedness, including Seller's collateral, before proceeding against Guarantor; (d) to proceed directly apply any payments or proceeds against or exhaust the Indebtedness in any collateral held by Lender from Borrower, any other guarantor, or any other personorder; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such sale; (f) to pursue disclose any information about the Indebtedness, the Seller, the collateral, or any other remedy within Lender's powerguarantor or surety, or about any action or nonaction of Buyer; or (g) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Buyer's power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (ah) any "one action" disability or "anti-deficiency" law other defense of Seller, any other guarantor or surety or any other person; (i) the cessation from any cause whatsoever, other than payment in full, of the Indebtedness; (j) the application of proceeds of the Indebtedness by Seller for purposes other than the purposes understood and intended by Guarantor and Buyer; (k) any act of omission or commission by Buyer which directly or indirectly results in or contributes to the discharge of Seller or any other guarantor or surety; or the Indebtedness, or the loss or release of any collateral by operation of law which may prevent Lender from bringing or otherwise; (l) any actionstatute of limitations in any under this Guaranty or on the Indebtedness; or (m) any modification or change in terms of the Indebtedness, whatsoever, including a claim for deficiencywithout limitation, against Guarantorthe renewal, before extension, acceleration, or after Lender's commencement or completion other change in the time payment of the Indebtedness is due and any foreclosure actionchange in the finance charges (interest rate, either judicially or by exercise of a power of sale; (bif any) and other charges. Guarantor waives any defense Guarantor may have based upon any election of remedies by Lender Buyer which limits or destroys or otherwise adversely affects Guarantor's subrogation rights rights, if any, or Guarantor's rights rights, if any, to proceed against Borrower for reimbursementseek reimbursement from Seller or any other guarantor or surety, including including, without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, rights or protections of Seller in connection with any anti-deficiency laws or other laws limiting or discharging the Indebtedness; Indebtedness or Seller's obligations (c) including, without limitation, Sections 726,580a 580b, and 580d of the California Code of Civil Procedure). Guarantor waives any disability right to enforce any remedy Buyer may have against Seller or other defense of Borrower, of any other guarantor, surety, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoeverand further, other than payment in full in legal tender, of the Indebtedness; (d) Guarantor waives any right to claim discharge of the Indebtedness on the basis of unjustified impairment of participate in any collateral for the Indebtedness; (e) Indebtedness now or hereafter held by Buyer. Without limiting the generality of any statute of limitationsthe foregoing paragraphs, if at Guarantor expressly waives the benefit of California Civil Code Sections 2809, 2810, 2839, 2845, 2848, 2849, 2850, 2899, and 3433, and other statutes of similar effect. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above and in the immediately succeeding paragraph, is made with Guarantor's full knowledge of its significance and con- sequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any time any action or suit brought by Lender against Guarantor such waiver is commenced there is outstanding Indebtedness of Borrower determined to Lender which is not barred by be contrary to any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of public policy, such waiver shall be effective only to the Indebtedness. If payment is made extent permitted by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothpublic policy.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, time and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including including, without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, qualifying or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's ’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for to payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or ________ private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If In addition to the waivers set forth above, if now or hereafter (a) Borrower is or shall be or become insolvent, insolvent and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by BorrowerXxxxxxxx, Guarantor hereby forever waives and relinquishes gives up in favor of Lender Xxxxxx and BorrowerXxxxxxxx, and their Xxxxxx's and Xxxxxxxx's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after LenderXxxxxx's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerXxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Xxxxxx is forced to remit the amount of that payment to BorrowerXxxxxxxx's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) the provisions of O.C.G.A. Section 10-7-24 concerning Guarantor's right to require Lender to take action against Borrower or any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwiseother, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state State bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (aA) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cB) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantorBorrower, before proceeding against Guarantor; (dC) to proceed directly against or exhaust any collateral held by Lender from for the Indebtedness, including Xxxxxxxx's collateral, before proceeding against Guarantor; (D) apply any payments or proceeds received against the Indebtedness in any order; (E) disclose any information about the Indebtedness, the Borrower, any other guarantorthe collateral, or any other person; (e) to give notice guarantor or surety, or about any action or nonaction of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (gF) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Xxxxxx's power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cG) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (H) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtedness; (dI) any right to claim discharge the application of proceeds of the Indebtedness on by Borrower for purposes other than the basis purposes understood and intended by Guarantor and Lender; (J) any act of unjustified impairment omission or commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral for the Indebtednessby operation of law or otherwise; (eK) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the Indebtedness; or (fL) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwisewhatsoever, including without limitation, the renewal, extension, acceleration, or by other change in the time payment of the Indebtedness is due and any third partychange in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on the Indebtedness and thereafter Lender is forced incurred prior to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guarantysuch revocation. Guarantor further waives all rights of subrogation, reimbursement, indemnification, and agrees not contribution and any other rights and defenses that are or may become available to assert Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive. Guarantor waives all rights and any defenses arising out of an election of remedies by Xxxxxx even though that the election of remedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothotherwise.

GUARANTOR'S WAIVERS. Except as prohibited Each Guarantor waives, to the fullest extent permitted by applicable law, Guarantor waives any right to require Lender : (a) all statutes of limitations as a defense to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on proceeding brought against such Guarantor by the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, Guaranteed and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of saleSecured Parties; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights right it may have to require the Guaranteed and Secured Parties to proceed against a Borrower for reimbursementor any Guarantor, including without limitation, proceed against or exhaust any loss of rights Guarantor may suffer by reason of security held from a Borrower or any law limiting, qualifyingGuarantor, or discharging pursue any other remedy in the IndebtednessGuaranteed and Secured Parties’ power to pursue; (c) any disability defense based on any claim that such Guarantor’s obligations exceed or other defense are more burdensome than those of Borrower, of a Borrower or any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the IndebtednessGuarantor; (d) any right to claim discharge defense based on: (i) any legal disability of a Borrower or any other Guarantor, (ii) any release, discharge, modification, impairment or limitation of the Indebtedness on liability of a Borrower or any Guarantor to the basis Guaranteed and Secured Parties from any cause, whether consented to by the Guaranteed and Secured Parties or arising by operation of unjustified impairment law or from any Debtor Relief Laws and (iii) any rejection or disaffirmance of the Guaranteed Obligations, or any collateral for the Indebtednesspart thereof, or any security held therefor, pursuant to any such Debtor Relief Laws; (e) any statute of limitations, if at any time defense based on any action taken or suit brought omitted by the Guaranteed and Secured Parties in any Debtor Relief Law proceeding involving a Borrower or any Guarantor, including any election to have the claims of the Guaranteed and Secured Parties allowed as being secured, partially secured or unsecured, any extension of credit by the Guaranteed and Secured Parties to a Borrower or any Guarantor in any such proceeding, and the taking and holding by Agent or any Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute security for any such extension of limitationscredit; or (f) all presentments, demands for performance, notice of intention to accelerate, notice of acceleration, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Guaranty and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; and (g) any defenses given defense based on or arising out of any defense that a Borrower or any Guarantor may have to guarantors at law the payment or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily Guaranteed Obligations or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount part of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or boththem.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Xxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.COMMERCIAL GUARANTY

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any COMMERCIAL GUARANTY presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Lxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender Lxxxxx which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerBxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Lxxxxx is forced to remit the amount of that payment to Borrower's Bxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, law Guarantor waives any right to require Lender to (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, presentment protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cb) to resort for payment or to proceed directly or at once against any person, including Borrower or Borrower, before proceeding against Guarantor; (c) proceed against any other guarantorcollateral for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor; (d) to proceed directly apply any payments or proceeds received against or exhaust the Indebtedness in any collateral held by Lender from Borrower, any other guarantor, or any other personorder; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such sale; (f) to pursue disclose any information about the Indebtedness, the Borrower, the collateral, or any other remedy within guarantor or surety, or about any action or nonaction of Lender's power; or (g) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Lender's power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (ch) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (i) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtedness; (dj) any right to claim discharge the application of proceeds of the Indebtedness on by Borrower for purposes other than the basis purposes understood and intended by Guarantor and Lender, (k) any act of unjustified impairment omission or commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral for the Indebtednessby operation of law or otherwise; (el) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the Indebtedness; or (fm) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtedness, whatsoever, including without limitation, the renewal, extension acceleration, or other change in the time payment of the Indebtedness is due and any change in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on Indebtedness incurred prior to such revocation. If payment is made Guarantor waives all rights and any defenses arising out of an election of remedies by BorrowerLender even though that election of remedies, whether voluntarily such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantorGuaranty, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lenderlender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtednessindebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtednessindebtedness; (dD) any right to claim discharge of the Indebtedness indebtedness on the basis of unjustified impairment of any collateral for the Indebtednessindebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender indebtedness which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtednessindebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (aA) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cB) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantorBorrower, before proceeding against Guarantor; (dC) to proceed directly against or exhaust any collateral held by Lender from Borrowerfor the Indebtedness, any other guarantorincluding Xxxxxxxx’s collateral, or any other personbefore proceeding against Guarantor; (eD) to apply any payments or proceeds received against the Indebtedness in any order; (E) give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such sale; (fF) to pursue disclose any information about the Indebtedness, the Borrower, the collateral, or any other remedy within guarantor or surety, or about any action or nonaction of Lender's power; or (gG) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Xxxxxx’s power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cH) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (I) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtedness; (dJ) any right to claim discharge the application of proceeds of the Indebtedness on by Borrower for purposes other than the basis purposes understood and intended by Guarantor and Lender; (K) any act of unjustified impairment omission or commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral for the Indebtednessby operation of law or otherwise; (eL) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the Indebtedness; or (fM) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwisewhatsoever, including without limitation, the renewal, extension, acceleration, or by other change in the time payment of the Indebtedness is due and any third partychange in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on the Indebtedness and thereafter Lender is forced incurred prior to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guarantysuch revocation. Guarantor further waives all rights of subrogation, reimbursement, indemnification, and agrees not contribution and any other rights and defenses that are or may become available to assert Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive. Guarantor waives all rights and any defenses arising out of an election of remedies by Xxxxxx even though that the election of remedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothotherwise.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights promptness, diligence, notice of the creation or defenses arising acceptance, any other notice, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by reason the Construction/Acquisition Agent or the Construction/Acquisition Lenders upon this Guaranty or acceptance of (a) any "one action" or "anti-deficiency" law this Guaranty or any other law which may prevent Lender from bringing action taken or omitted in reliance hereon. The Obligations, and any actionof them, including a claim for deficiencyshall conclusively be deemed to have been created, against contracted, incurred, renewed, extended, amended or waived in reliance upon this Guaranty and all dealings among Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, the Construction/Acquisition Agent and the Construction/Acquisition Lenders shall likewise be conclusively presumed to have been had or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment consummated in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of reliance upon this Guaranty. Guarantor further waives diligence, presentment, demand for payment or performance, notice, any requirement that any right or power be exhausted or any action be taken against Borrower or Guarantor or against any Collateral, protest of all promissory notes or other instruments included in or evidencing any of the Obligations or Collateral, and agrees not to assert all other demands in connection with the delivery, acceptance, performance, default or claim at enforcement of any time any deductions to the amount guaranteed under such promissory note or other instrument or this Guaranty for or any claim of setoffother requirement that the Construction/Acquisition Agent or the Construction/Acquisition Lenders protect, counterclaimsecure, counter demand, recoupment perfect or similar right, whether such claim, demand insure any security interest or lien on any property subject thereto or exhaust any right may be asserted by the or take any action against Borrower, the GuarantorGuarantor or any other Person, or bothany Collateral.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If COMMERCIAL GUARANTY (Continued) Page 2 In addition to the waivers set forth herein, if now or hereafter (a) Borrower is or shall be or become insolvent, insolvent and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes gives up in favor of Lender and Borrower, and their Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (aA) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cB) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantorBorrower, before proceeding against Guarantor; (dC) to proceed directly against or exhaust any collateral held by Lender from for the Indebtedness, including Borrower's collateral, any other guarantor, or any other personbefore proceeding against Guarantor; (eD) to apply any payments or proceeds received against the Indebtedness in any order; (E) give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such. sale; (fF) to pursue disclose any information about the Indebtedness, the Borrower, the collateral, or any other remedy within guarantor or surety, or about any action or nonaction of Lender's power; or (gG) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Lender's power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cH) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (I) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtedness; (dJ) any right to claim discharge the application of proceeds of the Indebtedness on by Borrower for purposes other than the basis purposes understood and intended by Guarantor and Lender; (K) any act of unjustified impairment omission or commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral for the Indebtednessby operation of law or otherwise; (eL) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the Indebtedness; or (fM) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwisewhatsoever, including without limitation, the renewal, extension, acceleration, or by other change in the time payment of the Indebtedness is due and any third partychange in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on the Indebtedness and thereafter Lender is forced incurred prior to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guarantysuch revocation. Guarantor further waives all rights of subrogation, reimbursement, indemnification, and agrees not contribution and any other rights and defenses that are or may become available to assert Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive. Guarantor waives all rights and any defenses arising out of an election of remedies by Lender even though that the election of remedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothotherwise.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cb) to resort for payment or to proceed directly or at once against any person, including Borrower or Borrower, before proceeding against Guarantor; (c) proceed against any other guarantorcollateral for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor; (d) to proceed directly apply any payments or proceeds received against or exhaust the Indebtedness in any collateral held by Lender from Borrower, any other guarantor, or any other personorder; (e) to give notice of the terms, time, time and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such sale; (f) to pursue disclose any information about the Indebtedness, the Borrower, the collateral, or any other remedy within guarantor or surety, or about any action or nonaction of Lender's power; or (g) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Lender's power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (ch) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (i) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtedness; (dj) any right to claim discharge the application of proceeds of the Indebtedness on by Borrower for purposes other than purposes understood and intended by Guarantor and Lender; (k) any act of omission or commission by Lender which directly or indirectly results in or contributes to the basis discharge of unjustified impairment Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral for the Indebtednessby operation of law or otherwise; (el) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the Indebtedness; or (fm) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of the Indebtedness is due and any change in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on Indebtedness incurred prior to such revocation. If payment is made Guarantor waives all rights and any defenses arising out of an election of remedies by BorrowerLender even though that election of remedies, whether voluntarily such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender Agent (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction non-action on the part of Borrower, LenderAgent, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Agent for the benefit of Lenders from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fE) to pursue any other remedy within Lender's Agent’s power; or (gF) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender Agent from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's Agent’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender Agent which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for for· reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender Agent on behalf of Lenders against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Agent is forced to remit the amount of that payment to Borrower's ’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Without limiting the generality of the foregoing, Guarantor further agrees that its obligations hereunder, and any security interest in respect thereof, shall not be affected by, and shall remain in full force and effect without regard to, and hereby waives and agrees all, rights, claims or defenses that it might otherwise have (now or in the future) with respect to each of the following (whether or not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.Guarantor has knowledge thereof):

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantorguarantors; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's ’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to o require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; : (cC) to resort for payment or to proceed directly or at once against any person, including Including Borrower or any other guarantor; (dD) to lo proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, timelime, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; : (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at Guarantor waives all times until paid be fully secured by collateral pledged by Borrower, rights of Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision under Chapter 43 of the Federal bankruptcy lawsTexas Civil Practice and Remedies Code. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; : (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law Jaw limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time lime any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (gf) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by BorrowerBorrxxxx, Guarantor Xxarantor hereby forever waives and relinquishes in favor of Lender and BorrowerLendxx xxx Borrxxxx, and xxd their respective successors, any claim or right to payment Guarantor may now not have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. U.S.C, section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any e)any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerBorrxxxx, whether xxether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is Lendxx xx forced to remit the amount of that payment to Borrower's trustee Borrxxxx'x xrustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter hereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. In addition to the waivers set forth above, Guarantor expressly waives, to the extent permitted by Indiana law, all relief under any Indiana or other valuation and appraisement laws. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVER Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within with Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If In addition to the waivers set forth above, if now or hereafter (a) Borrower is or shall be or become insolvent, insolvent and (b) the Indebtedness indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes gives up in favor of Lender and Borrower, and their Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitationimitation, any loss of rights Guarantor may suffer by reason of any law limiting, limiting qualifying, or discharging the Indebtednessindebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtednessindebtedness; (dD) any right to claim discharge of the Indebtedness indebtedness on the basis of unjustified impairment of any collateral for the Indebtednessindebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses defense given to guarantors at law or in equity other than actual payment and performance of the Indebtednessindebtedness; or (G) by any failure, neglect, or omission by Lender to perfect in any manner the collection of the indebtedness or the security given therefor, including the failure or omission to seek a deficiency judgment against Borrower. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, ; any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "one action" or "" anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or of other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right rights may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Lxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Lxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "“one action" ” or "anti-“anti- deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender Lxxxxx which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerBxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Lxxxxx is forced to remit the amount of that payment to Borrower's Bxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. COMMERCIAL GUARANTY Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cb) to resort for payment or to proceed directly or at once against any person, including Borrower or Borrower, before proceeding against Guarantor; (c) proceed against any other guarantorcollateral for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor; (d) to proceed directly apply any payments or proceeds received against or exhaust the Indebtedness in any collateral held by Lender from Borrower, any other guarantor, or any other personorder; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such sale; (f) to pursue disclose any information about the Indebtedness, the Borrower, the collateral, or any other remedy within guarantor or surety, or about any action or nonaction of Lender's power; or (g) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Lender's power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (ch) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (i) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtedness; (dj) any right to claim discharge the application of proceeds of the Indebtedness on by Borrower for purposes other than the basis purposes understood and intended by Guarantor and Lender; (k) any act of unjustified impairment omission or commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral for the Indebtednessby operation of law or otherwise; (eI) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the Indebtedness; or (fm) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of the Indebtedness is due and any change in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on Indebtedness incurred prior to such revocation. If payment is made Guarantor waives all rights and any defenses arising out of an election of remedies by BorrowerLender even though that election of remedies, whether voluntarily such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (aA) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cB) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantorBorrower, before proceeding against Guarantor; (dC) to proceed directly against or exhaust any collateral held by Lender from Borrowerfor the Indebtedness, any other guarantorincluding Xxxxxxxx’s collateral, or any other personbefore proceeding against Guarantor; (eD) to apply any payments or proceeds received against the Indebtedness in any order; (E) give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such sale; (fF) to pursue disclose any information about the Indebtedness, the Borrower, the collateral, or any other remedy within guarantor or surety, or about any action or nonaction of Lender's power; or (gG) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Xxxxxx’s power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cH) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (l) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtedness; (dJ) the application of proceeds of the indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor and Lender; (K) any right act of omission or commission by Lender which directly or indirectly results in or contributes to claim the discharge of Borrower or any other guarantor or surety, or the Indebtedness on Indebtedness, or the basis of unjustified impairment loss or release of any collateral for the Indebtednessby operation of law or otherwise; (eL) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the Indebtedness; or (fM) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwisewhatsoever, including without limitation, the renewal, extension, acceleration, or by other change in the time payment of the Indebtedness is due and any third partychange in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on the Indebtedness and thereafter Lender is forced incurred prior to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guarantysuch revocation. Guarantor further waives all rights of subrogation, reimbursement, indemnification, and agrees not contribution and any other rights and defenses that are or may become available to assert Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive. Guarantor waives all rights and any defenses arising out of an election of remedies by Xxxxxx even though that the election of remedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothotherwise.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Xxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at Guarantor waives all times until paid be fully secured by collateral pledged by Borrower, rights of Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision under Chapter 43 of the Federal bankruptcy lawsTexas Civil Practice and Remedies Code. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion contemplation of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender Xxxxxx which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerXxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Xxxxxx is forced to remit the amount of that payment to Borrower's Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If In addition to the waivers set forth above, if now or hereafter (a) Borrower is or shall be or become insolvent, insolvent and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by BorrowerXxxxxxxx, Guarantor hereby forever waives and relinquishes gives up in favor of Lender Xxxxxx and Borrower, and their Xxxxxx's and Xxxxxxxx's respective *1360000522187363335009528* COMMERCIAL GUARANTY PAGE 2 (CONTINUED) ================================================================================ successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after LenderXxxxxx's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any F)any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerXxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Xxxxxx is forced to remit the amount of that payment to BorrowerXxxxxxxx's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Xxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. COMMERCIAL GUARANTY Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b1) any election of remedies by Lender Xxxxxx which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, reimbursement including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c2) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d3) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral Collateral for the Indebtedness; or (e4) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; . Guarantor acknowledges and agrees that Guarantor’s obligations under this Guaranty shall apply to and continue with respect to any amount paid to Lender which is subsequently recovered from Lender for any reason whatsoever (including without limitation as a result of bankruptcy, insolvency or (f) any defenses given to guarantors at law fraudulent conveyance proceeding), notwithstanding the fact that all or in equity other than actual payment and performance a part of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwiseIndebtedness may have been previously paid, or by any third partythis Guaranty may have been terminated, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guarantyboth. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cb) to resort for payment or to proceed directly or at once against any person, including Borrower or Borrower, before proceeding against Guarantor; (c) proceed against any other guarantorcollateral for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor; (d) to proceed directly apply any payments or proceeds received against or exhaust the Indebtedness in any collateral held by Lender from Borrower, any other guarantor, or any other personorder; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such sale; (f) to pursue disclose any information about the Indebtedness, the Borrower, the collateral, or any other remedy within guarantor or surety, or about any action or nonaction of Lender's power; or (g) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Lender's power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (ch) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (i) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtedness; (dj) any right to claim discharge the application of proceeds of the Indebtedness on by Borrower for purposes other than the basis purposes understood and intended by Guarantor and Lender; (k) any act of unjustified impairment omission or commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral for the Indebtednessby operation of law or otherwise; (eI) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the Indebtedness; or (fm) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtednessindebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of the Indebtedness is due and any change in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on Indebtedness incurred prior to such revocation. If payment is made Guarantor waives all rights and any defenses arising out of an election of remedies by BorrowerLender even though that election of remedies, whether voluntarily such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy lawsExhibit 10.6 - Pg. 10 Guarantor also waives any and all rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender tender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsindebtedness; (cb) to resort for payment or to proceed directly or at once against any person, including Borrower or Borrower, before proceeding against Guarantor; -C- proceed against any other guarantorcollateral for the indebtedness, including Xxxxxxxx's collateral, before proceeding against Guarantor; (d) to proceed directly apply any payments or proceeds received against or exhaust the indebtedness in any collateral held by Lender from Borrower, any other guarantor, or any other personorder; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such sale; (f) to pursue disclose any information about the indebtedness, the Borrower, the collateral, or any other remedy within guarantor or surety, or other law governing such sale; (f) disclose any information about the indebtedness, the Borrower, the collateral, or any other guarantor or surety, or about any action or nonaction of Lender's power; or (g) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Lender's power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (ch) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (I) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtednessindebtedness; (dj) the application of proceeds of the indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor and Lender; (k) any right act of omission or commission by Lender which directly or indirectly results in or contributes to claim the discharge of Borrower or any other guarantor or surety, or the Indebtedness on indebtedness, or the basis of unjustified impairment loss or release of any collateral for the Indebtednessby operation of law or otherwise; (el) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the indebtedness; or (fm) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtednessindebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of the indebtedness is due and any change in the interest rate. If payment is made Guarantor waives all rights and any defenses arising out of an election of remedies by BorrowerXxxxxx even though that election of remedies, whether voluntarily such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending fending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Lxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, timelime, and place of any public or private sale of personal property security held by Lender Lxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after LenderLxxxxx's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtednessindebtedness; (dD) any right to claim discharge of the Indebtedness indebtedness on the basis of unjustified impairment of any collateral for the Indebtednessindebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors COMMERCIAL GUARANTY at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerBxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Lxxxxx is forced to remit the amount of that payment to BorrowerBxxxxxxx's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Xxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If In addition to the waivers set forth above, if now or hereafter (a) Borrower is or shall be or become insolvent, insolvent and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by BorrowerXxxxxxxx, Guarantor hereby forever waives and relinquishes gives up in favor of Lender Xxxxxx and BorrowerXxxxxxxx, and their Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "“creditor" ” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights rlghts Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any EXHIBIT 10(a)(3) Page 2 COMMERCIAL GUARANTY (Continued) disability or other defense of BorrowerBorrowrer, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerXxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Xxxxxx is forced to remit the amount of that payment to Borrower's Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction non-action on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eF) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender Xxxxxx which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerXxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Xxxxxx is forced to remit the amount of that payment to Borrower's Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR’S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor’s full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor may open in the future. However, this does not include any IRA or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by law. Guarantor authorizes Xxxxxx, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF XXXXXXXX’S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shall be superior to any claim that Guarantor may have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Xxxxxx and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to Lender. If Lender so requests, any totes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Xxxxxxxxx agrees, and Xxxxxx is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements end to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. EXCLUSION FROM INDEBTEDNESS. Excluded from indebtedness shall be any indebtedness governed by the Federal Truth in Lending Act.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender Bank (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness (except as specified in the third sentence of paragraph 1 of this Guaranty) or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, LenderBank, or any surety, endorser, or other guarantor in connection with the Indebtedness Indebtedness, or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once immediately against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender Bank from Borrower, any other guarantor, or any other person; (e) to give notice of the termsxxxxxxxx, time, and place of or otherwise proceed against collateral in any public particular order; or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission the power of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy lawsBank. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which that may prevent Lender Bank from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's the commencement or completion by Bank of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which Bank that destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender Bank against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which Bank that is not barred by any applicable statute of limitations; or and (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Bank is forced required to (or in good faith agrees to) remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand demand, or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, demand or notice of any kind, including notice of any nonpayment of the Indebtedness indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of or remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtednessindebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtednessindebtedness; (d) any right to claim discharge of the Indebtedness indebtedness on the basis of unjustified impairment of any collateral for the Indebtednessindebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtednessindebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (aA) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cB) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantorBorrower, before proceeding against Guarantor; (dC) to proceed directly against or exhaust any collateral held by Lender from for the Indebtedness, including Bxxxxxxx's collateral, before proceeding against Guarantor; (D) apply any payments or proceeds received against the Indebtedness in any order; (E) disclose any information about the Indebtedness, the Borrower, any other guarantorthe collateral, or any other person; (e) to give notice guarantor or surety, or about any action or nonaction of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (gF) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Lxxxxx's power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cG) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (H) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtedness; (dI) any right to claim discharge the application of proceeds of the Indebtedness on by Borrower for purposes other than the basis purposes understood and intended by Guarantor and Lender; (J) any act of unjustified impairment omission or commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral for the Indebtednessby operation of law or otherwise; (eK) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the Indebtedness; or (fL) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwisewhatsoever, including without limitation, the renewal, extension, acceleration, or by other change in the time payment of the Indebtedness is due and any third partychange in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on the Indebtedness and thereafter Lender is forced incurred prior to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guarantysuch revocation. Guarantor further waives all rights of subrogation, reimbursement, indemnification, and agrees not contribution and any other rights and defenses that are or may become available to assert Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive. Guarantor waives all rights and any defenses arising out of an election of remedies by Lxxxxx even though that the election of remedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothotherwise.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Lxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Lxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If In addition to the waivers set forth herein, if now or hereafter (a) Borrower is or shall be or become insolvent, insolvent and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by BorrowerBxxxxxxx, Guarantor hereby forever waives and relinquishes gives up in favor of Lender Lxxxxx and BorrowerBxxxxxxx, and their Lxxxxx’s and Bxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "“creditor" ” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerBxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Lxxxxx is forced to remit the amount of that payment to Borrower's Bxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Xxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender Xxxxxx which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerXxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Xxxxxx is forced to remit the amount of that payment to Borrower's Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. In addition to the waivers set forth above, Guarantor expressly waives, to the extent permitted by North Carolina law, all of Guarantor’s rights under (1) North Carolina General Statutes Sections 26-7 through Section 26-9, or any similar or subsequent laws and (2) North Carolina General Statutes Section 25-3-605 relating to impairment of collateral, or any similar or subsequent law. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.. COMMERCIAL GUARANTY (Continued)

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Xxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender Xxxxxx which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit suit, brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerXxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Xxxxxx is forced to remit the amount of that payment to Borrower's Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Loan No: 98076 MORTGAGE (Continued) Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part taken by Borrower, Lender or any other guarantor or surety of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cb) to resort for payment or to proceed directly or at once against any person, including Borrower or Borrower, before proceeding against Guarantor; (c) proceed against any other guarantorcollateral for the Indebtedness, including Borrxxxx'x xollateral, before proceeding against Guarantor; (d) to proceed directly apply any payments or proceeds received against or exhaust the Indebtedness in any collateral held by Lender from Borrower, any other guarantor, or any other personorder; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such sale; (f) to pursue disclose any information about the Indebtedness, the Borrower, the collateral, or any other remedy within guarantor or surety, or about any action or nonaction of Lender's power; or (g) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Lendxx'x xower whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (ch) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (i) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtedness; (dj) the application of proceeds of the indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor and Lender; (k) any right act of omission or commission by Lender which directly or indirectly results in or contributes to claim the discharge of Borrower or any other guarantor or surety, or the Indebtedness on Indebtedness, or the basis of unjustified impairment loss or release of any collateral for the Indebtednessby operation of law or otherwise; (el) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the indebtedness; or (fm) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of the Indebtedness is due and any change in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on Indebtedness incurred prior to such revocation. If payment is made Guarantor waives all rights and any defenses arising out of an election of remedies by BorrowerLendxx xxxn though that election of remedies, whether voluntarily such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (aA) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsindebtedness; (cB) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantorBorrower, before proceeding against Guarantor; (dC) to proceed directly against or exhaust any collateral held by Lender from for the indebtedness, including Borrower's collateral, any other guarantor, or any other personbefore proceeding against Guarantor; (eD) to apply xxx xxxments or proceeds received against the indebtedness in any order; (E) give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such sale; (fF) to pursue disclose any information about the indebtedness, the Borrower, the collateral, or any other remedy within guarantor or surety, or about any action or nonaction of Lender's power; or (gG) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Lender's power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses xx xxxenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cH) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (I) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtednessindebtedness; (dJ) the application of proceeds of the indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor and Lender; (K) any right act of omission or commission by Lender which directly or indirectly results in or contributes to claim the discharge of Borrower or any other guarantor or surety, or the Indebtedness on indebtedness, or the basis of unjustified impairment loss or release of any collateral for the Indebtednessby operation of law or otherwise; (eL) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the indebtedness; or (fM) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtednessindebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of the indebtedness is due and any change in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on indebtedness incurred prior to such revocation. If payment is made Guarantor waives all rights and any defenses arising out of an election of remedies by BorrowerLender even though that the election of remedies, whether voluntarily such as a non-judicxxx xxreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If *1360000522187363335009528* COMMERCIAL GUARANTY PAGE 2 (CONTINUED) =================================================================================================================================== In addition to the waivers set forth above, if now or hereafter (a) Borrower is or shall be or become insolvent, insolvent and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by BorrowerXxxxxxxx, Guarantor hereby forever waives and relinquishes gives up in favor of Lender Xxxxxx and BorrowerXxxxxxxx, and their Xxxxxx's and Xxxxxxxx's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after LenderXxxxxx's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerXxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Xxxxxx is forced to remit the amount of that payment to BorrowerXxxxxxxx's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If In addition to the waivers set forth herein, if now or hereafter (a) Borrower is or shall be or become insolvent, insolvent and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes gives up in favor of Lender and Borrower, and their Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against COMMERCIAL GUARANTY Loan No: 0000274076 (Continued) Page 2 -------------------------------------------------------------------------------- Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; : (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender Lxxxxx from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Lxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at Guarantor waives all times until paid be fully secured by collateral pledged by Borrower, rights of Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b)under, or any successor provision the requirements imposed by, Chapter 34 of the Federal bankruptcy lawsTexas Business and Commerce Code. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after LenderLxxxxx's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; , (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for to reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit suite brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerBxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Lxxxxx is forced to remit the amount of that payment to BorrowerBxxxxxxx's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this the Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrant and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from form Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or to (gf) to commit any act or omission of on any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy Bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute statue of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any an applicable statute statue of limitations; or (f) any defenses given to guarantors at a law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that the payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this the Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction non-action on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fE) to pursue any other remedy within Lender's ’s power; or (gF) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for for● reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's ’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (gf) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrowerborrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrowerborrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section Section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, Borrower of any other guarantor, or of any other person, or by reason of the cessation of Borrowerborrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtednessindebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtednessindebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.. 4

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, endorser or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law all or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. In addition to the waivers set forth above, Guarantor expressly waives, to the extent permitted by Arizona law, all of Guarantor's rights under sections 12-1641, 12-1642, 12- 1643, 12-1644, 44-142, and 47-3605 of the Arizona Revised Statues, and Rule 171 of the Arizona Revised Statues Rules of Civil Procedure, as now enacted or hereafter modified, amended or replaced. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Xxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender Xxxxxx which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including . Including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtednessindebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtednessindebtedness; (dD) any right to claim discharge of the Indebtedness indebtedness on the basis of unjustified impairment of any collateral for the Indebtednessindebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender Xxxxxx against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender indebtedness which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtednessindebtedness. If payment is made by BorrowerXxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness indebtedness and thereafter Lender Xxxxxx is forced to remit the amount of that payment to Borrower's Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, collateral or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or it at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from form Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrowerborrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section Section 547(b), or any successor provision of the Federal bankruptcy laws. Bankruptcy Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment FORM OF COMMERCIAL GUARANTY of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's ’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. COMMERCIAL GUARANTY Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's ’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR’S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor’s full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. SUBORDINATION OF BORROWER’S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. COMMERCIAL GUARANTY MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Xxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If In addition to the waivers set forth above, if now or hereafter (a) Borrower is or shall be or become insolvent, insolvent and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by BorrowerXxxxxxxx, Guarantor hereby forever waives and relinquishes gives up in favor of Lender Xxxxxx and BorrowerXxxxxxxx, and their Xxxxxx’s and Xxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "“creditor" ” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights rlghts Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any EXHIBIT 10(a)(2) Page 2 COMMERCIAL GUARANTY (Continued) disability or other defense of BorrowerBorrowrer, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerXxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Xxxxxx is forced to remit the amount of that payment to Borrower's Xxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any ant action or nonaction on the part party of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to notify Guarantor of any change in the manner, place, time or terms of payment of any of the Indebtedness (including, without limitation, any renewal, extension or other modification of any of the Indebtedness); or (d) to notify Guarantor of any change in the interest rate accruing on any of the Indebtedness (including, without limitation, any periodic change in such interest rate that occurs because such Indebtedness accrues interest at a variable rate which may fluctuate from time to time). Should Lender seek to enforce the obligations of Guarantor hereunder, Guarantor waives any right to require Lender to first (a) resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantorguarantor of the Indebtedness; (db) to proceed directly against against, marshal!, enforce, or exhaust any collateral held by Lender from Borrower, Guarantor, any other guarantor, or any other person; or (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fc) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Xxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after LenderXxxxxx's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerXxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Xxxxxx is forced to remit the amount of that payment to BorrowerXxxxxxxx's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If In addition to the waivers set forth herein, if now or hereafter (a) Borrower is or shall be or become insolvent, insolvent and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes gives up in favor of Lender and Borrower, and their Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor waives all rights of Guarantor under Chapter 34 of the Texas Business and Commerce Code. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the COMMERCIAL GUARANTY (CONTINUED) PAGE 3 ================================================================================ extent permitted by law or public policy. RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would bx xrohixxxxx by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness of Borrower to Lender, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty:

GUARANTOR'S WAIVERS. Except as prohibited Each Guarantor waives, to the fullest extent permitted by applicable law, Guarantor waives any right to require Lender : (a) all statutes of limitations as a defense to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on proceeding brought against such Guarantor by the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of saleGuaranteed Parties; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights right it may have to require the Guaranteed Parties to proceed against the Borrower for reimbursementor any Guarantor, including without limitation, proceed against or exhaust any loss of rights Guarantor may suffer by reason of security held from the Borrower or any law limiting, qualifyingGuarantor, or discharging pursue any other remedy in the IndebtednessGuaranteed Parties' power to pursue; (c) any disability defense based on any claim that such Guarantor's obligations exceed or other defense are more burdensome than those of Borrower, of the Borrower or any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the IndebtednessGuarantor; (d) any right to claim discharge defense based on: (i) any legal disability of the Indebtedness on Borrower or any Guarantor, (ii) any release, discharge, modification, impairment or limitation of the basis liability of unjustified impairment the Borrower or any Guarantor to the Guaranteed Parties from any cause, whether consented to by the Guaranteed Parties or arising by operation of law or from any collateral bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the Indebtednessadjustment of debtor-creditor relationships ("Insolvency Proceeding") and (iii) any rejection or disaffirmance of the Guaranteed Obligations, or any part thereof, or any security held therefor, in any such Insolvency Proceeding; (e) any statute of limitations, if at any time defense based on any action taken or suit brought omitted by the Guaranteed Parties in any Insolvency Proceeding involving the Borrower or any Guarantor, including any election to have the claims of the Guaranteed Parties allowed as being secured, partially secured or unsecured, any extension of credit by the Guaranteed Parties to the Borrower or any Guarantor in any Insolvency Proceeding, and the taking and holding by the Administrative Agent or any Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute security for any such extension of limitationscredit; or (f) all presentments, demands for performance, notice of intention to accelerate, notice of acceleration, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Guaranty and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; and (g) any defenses given defense based on or arising out of any defense that the Borrower or any Guarantor may have to guarantors at law the payment or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily Guaranteed Obligations or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount part of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or boththem.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantorothxx xxarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with compxx xxxh any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission omission, of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, The Guarantor waives any right to require the Lender to (and it shall not be necessary for the Lender, in order to enforce such payment by the Guarantor to first) (a) to continue lending money proceed against the Borrower or to extend any other credit to Borrower; Person liable on the Liabilities, (b) proceed against or exhaust any security given to make secure the Liabilities, (c) have the Borrower joined with the Guarantor in any presentmentsuit arising out of this Guaranty Agreement and/or any of the Liabilities, protest, demand(d) enforce its rights against any other guarantor of the Liabilities, or notice (e) pursue or exhaust any other right in the Lender's power whatsoever. The Lender shall not be required to mitigate damages or take any action to reduce, collect, or enforce the Liabilities. The Guarantor waives any defense arising by reason of any kinddisability, including notice lack of any nonpayment of the Indebtedness authority or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorserpower, or other defense of the Borrower or any other guarantor in connection with of any of the Indebtedness Liabilities, and shall remain liable hereon regardless of whether the Borrower or in connection with any other guarantor is found not liable thereon for any reason including, without limitation, disability, bankruptcy, insolvency, reorganization, dissolution, or operation of law, even though rendering the creation of new Liabilities void or additional loans unenforceable or obligations; (c) to resort for payment or to proceed directly or at once uncollectible as against any person, including the Borrower or any other guarantor; . Prior to the payment in full of the Liabilities and, in any event, not until 367 days after the making of any payment and/or the granting of any Lien to secure all or any part of the Liabilities by any Person, (dx) the Guarantor shall have no right of subrogation, and waives any right to proceed directly enforce any remedy which the Lender now has or may hereafter have against or exhaust any collateral held by Lender from the Borrower, and waives any other guarantor, or any other person; (e) to give notice of the terms, time, and place benefit of any public or private sale of personal property right to participate in any security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter held by the Lender, (ay) the Guarantor hereby waives any obligation of the Borrower shall be to pay, reimburse, or become insolventotherwise compensate the Guarantor for any payments the Guarantor may have to make to the Lender pursuant to this Guaranty Agreement, and (bz) in addition, the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes any right or claim it now has or may hereafter have against the Borrower in favor of Lender and Borrower, and their respective successors, connection with any claim or right to payment payments which the Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions make to the amount guaranteed under Lender pursuant to this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothAgreement.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by Guarantor or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment (a) to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, (b) by reason of any judgment, decree or order of any court or administrative body having jurisdiction over Lender or any of Lender's property, or (c) by reason of any settlement or compromise of any claim made by Lender with any claimant (including without limitation Borrower or Guarantor), the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty and this Guaranty shall continue to be effective or shall be reinstated, as the case may be, notwithstanding any cancellation of this Guaranty or of any note or other instrument or agreement evidencing the Indebtedness and Guarantor shall remain liable for the amount repaid or recovered to the same extent as if that amount never had been originally received by Lender, and Guarantor shall be bound by any judgment, decree, order, settlement or compromise relating to the Indebtedness or to this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsindebtedness; (cb) to resort for payment or to proceed directly or at once against any person, including Borrower or Borrower, before proceeding against Guarantor, (c) proceed against any other guarantorcollateral for the Indebtedness, including Bxxxxxxx's collateral, before proceeding against Guarantor; (d) apply any payments or proceeds received against the Indebtedness in any order; (e) give notice of the terms, time and place of any sale of the collateral pursuant to proceed directly against the Uniform Commercial Code or exhaust any collateral held by Lender from other law governing such sale; (f) disclose any information about the indebtedness, the Borrower, the collateral, or any other guarantorguarantor or surety, or about any action or nonaction of Lender; or (g) pursue any remedy or course of action in Lxxxxx's power whatsoever. Guarantor also waives any and all rights or defenses arising by reason of (h) any disability or other defense of Borrower any other guarantor or surety or any other person; (ei) to give notice the cessation from any cause whatsoever, other than payment in full, of the termsIndebtedness; (j) the application of proceeds of the Indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor and Lender; (k) any act of omission or commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety, timeor the Indebtedness, or the loss or release of any collateral by operation of law or otherwise; (l) any statute of limitations in any action under this Guaranty or on the Indebtedness; or (m) any modification or change in terms of the Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of the Indebtedness is due and any change int he interest rate, and place including any such modification or change in terms after revocation of this Guaranty on Indebtedness incurred prior to such revocation. Until all indebtedness is paid in full, Guarantor waives all rights and any defenses Guarantor may have arising out of an election of remedies by Lxxxxx even tough that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower or any other guarantor or surety by operation of Section 580a, 580b, 580d and 726 of the California Code of Civil Procedure or otherwise. This waiver includes, without limitation, any loss of rights Guarantor may suffer by reason of any public rights or private protections of Borrower in connection with any anti-deficiency laws or other laws limiting or discharging the Indebtedness or Borrower's obligations (including, without limitation, Sections 726, 580a, 580b, and 580d of the California Code of Civil Procedure). Guarantor waives all rights and protections of any kind which Guarantor may have for any reason, which would affect or limit the amount of any recovery by Lender from Guarantor following a nonjudicial sale or judicial foreclosure of any real or personal property security held for the Indebtedness including, but not limited to, the right to any fair market value hearing pursuant to California Code of Civil Procedure Section 580a. Gxxxxxxxx understands and agrees that the foregoing waivers are waivers of substantive rights and defenses to which Guarantor might otherwise be entitled under state and federal law. The rights and defenses waived include, without limitation, those provided by Lender from Borrower or to comply with any other applicable provisions California laws of suretyship and guaranty, anti-deficiency laws, and the Uniform Commercial Code; (f) . Guarantor acknowledges that Guarantor has provided these waivers of rights and defenses with the intention that they be fully relied upon by Lxxxxx. Until all indebtedness is paid in full, Guarantor waives any right to pursue enforce any remedy Lender may have against Borrower or any other remedy within Lender's power; or (g) to commit any act or omission of any kindguarantor, surety, or at other person, and further, Guarantor waives any time, with respect right to participate in any matter whatsoevercollateral for the Indebtedness now or hereafter held by Lender. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by BorrowerBxxxxxxx, Guarantor hereby forever waives and relinquishes in favor of Lender Lxxxxx and BorrowerBxxxxxxx, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission omission, of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section Section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) the provisions of O.C.G.A. Section 10-7-24 concerning Guarantor's right to require Lender to take action against Borrower or any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute statue of limitationslimitation, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable lawraw, Guarantor waives any right to require Lender to (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cb) to resort for payment or to proceed directly or at once against any person, including Borrower or Borrower, before proceeding against Guarantor; (c) proceed against any other guarantorcollateral for the Indebtedness, including Borrower’s collateral, before proceeding against Guarantor; (d) to proceed directly apply any payments or proceeds received against or exhaust the Indebtedness in any collateral held by Lender from Borrower, any other guarantor, or any other personorder; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such sale; (f) to pursue disclose any information about the Indebtedness, the Borrower, the collateral, or any other remedy within guarantor or surety, or about any action or nonaction of Lender's power; or (g) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Lender’s power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (ch) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (i) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtedness; (dj) the application of proceeds of the indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor and Lender; (k) any right act of omission or commission by Lender which directly or indirectly results in or contributes to claim the discharge of Borrower or any other guarantor or surety, or the Indebtedness on Indebtedness, or the basis of unjustified impairment loss or release of any collateral for the Indebtednessby operation of law or otherwise; (eI) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the Indebtedness; or (fm) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of the Indebtedness is due and any change in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on Indebtedness incurred prior to such revocation. If payment is made Guarantor waives any rights and any defenses arising out of an election of remedies by BorrowerLender even though that election of remedies, whether voluntarily such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited Each Guarantor waives, to the fullest extent permitted by applicable law, Guarantor waives any right to require Lender : (a) all statutes of limitations as a defense to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on proceeding brought against such Guarantor by the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, Guaranteed and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of saleSecured Parties; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights right it may have to require the Guaranteed and Secured Parties to proceed against Borrower for reimbursementor any Guarantor, including without limitation, proceed against or exhaust any loss of rights Guarantor may suffer by reason of security held from Borrower or any law limiting, qualifyingGuarantor, or discharging pursue any other remedy in the IndebtednessGuaranteed and Secured Parties’ power to pursue; (c) any disability defense based on any claim that such Guarantor’s obligations exceed or other defense are more burdensome than those of Borrower, of Borrower or any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the IndebtednessGuarantor; (d) any right to claim discharge defense based on: (i) any legal disability of Borrower or any other Guarantor, (ii) any release, discharge, modification, impairment or limitation of the Indebtedness on liability of Borrower or any Guarantor to the basis Guaranteed and Secured Parties from any cause, whether consented to by the Guaranteed and Secured Parties or arising by operation of unjustified impairment law or from any Debtor Relief Laws and (iii) any rejection or disaffirmance of the Guaranteed Obligations, or any collateral for the Indebtednesspart thereof, or any security held therefor, pursuant to any such Debtor Relief Laws; (e) any statute of limitations, if at any time defense based on any action taken or suit brought omitted by the Guaranteed and Secured Parties in any Debtor Relief Law proceeding involving Borrower or any Guarantor, including any election to have the claims of the Guaranteed and Secured Parties allowed as being secured, partially secured or unsecured, any extension of credit by the Guaranteed and Secured Parties to Borrower or any Guarantor in any such proceeding, and the taking and holding by Agent or any Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute security for any such extension of limitationscredit; or (f) all presentments, demands for performance, notice of intention to accelerate, notice of acceleration, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Guaranty and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; and (g) any defenses given defense based on or arising out of any defense that Borrower or any Guarantor may have to guarantors at law the payment or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily Guaranteed Obligations or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount part of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or boththem.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give xx xxxe notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of provisioxx xx the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If In addition to the waivers set forth herein, if now or hereafter (a) Borrower is or shall be or become insolvent, insolvent and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes gives up in favor of Lender and Lxxxxx xxd Borrower, and their Lender's and Borrower's respective successorssuccessoxx, any claim or right xxy claxx xx xxght to payment Guarantor may xxxxxnt Guarxxxxx xxy now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor waives all rights of Guarantor under Chapter 34 of the Texas Business and Commerce Code. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially eithex xxxxcially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; : (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; : (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness ox xxx Xxdebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee txxxxxx in bankruptcy or to any similar person under any federal xxxxxxx or state bankruptcy law or law laws for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part party of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (gf) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness indebtedness shall not at all times time until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. U.S.C section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by be exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtednessindebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtednessindebtedness; (d) any right to claim discharge of the Indebtedness indebtedness on the basis of unjustified impairment of any collateral for the Indebtednessindebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtednessindebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrowerborrower, the Guarantor, or both. 3 COMMERCIAL GUARANTY ================================================================================ GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extend permitted by law or public outcry.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateralIndebtedness, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; or (d) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; or (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. To the extent permitted by applicable law, Guarantor hereby waives any and all rights of Guarantor under A.R.S. ss.12-1641 et seq., A.R.S. ss.47-3414 et seq., and Arizona Rules of Civil Procedure 17(f). Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar rightrights, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fE) to pursue any other remedy within Lender's ’s power; or (gF) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute stature of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment Borrower to Borrower's ’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "one one-action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including including, without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, qualifying or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full full, in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, limitations if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred barred-by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. Guarantor's Understanding With Respect To Waivers. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences, that Guarantor has had an opportunity to consult with its attorney regarding this Guaranty and the waivers contained herein, and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. Notwithstanding any other provision herein to the contrary, This Commercial Guaranty is not secured by the Deed of Trust or Mortgage between the Borrower, as Grantor, and Lender of even date herewith.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Lxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Lxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's ’s power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If In addition to the waivers set forth herein, if now or hereafter (a) Borrower is or shall be or become insolvent, insolvent and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by BorrowerBxxxxxxx, Guarantor hereby forever waives and relinquishes gives up in favor of Lender Lxxxxx and BorrowerBxxxxxxx, and their Lxxxxx’s and Bxxxxxxx’s respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "“creditor" ” of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a( A) any "“one action" ” or "“anti-deficiency" ” law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's ’s commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's ’s subrogation rights or Guarantor's ’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's ’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerBxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Lxxxxx is forced to remit the amount of that payment to Borrower's Bxxxxxxx’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Lxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Lxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after LenderLxxxxx's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtednessindebtedness; (dD) any right to claim discharge of the Indebtedness indebtedness on the basis of unjustified impairment of any collateral for the Indebtednessindebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors COMMERCIAL GUARANTY at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerBxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Lxxxxx is forced to remit the amount of that payment to BorrowerBxxxxxxx's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, . Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (c) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (d) to proceed directly against or exhaust any collateral held by Lender Xxxxxx from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (f) to pursue any other remedy within Lender's power; or (g) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness indebtedness shall not at all times until paid be fully secured by collateral pledged by BorrowerXxxxxxxx, Guarantor hereby forever waives and relinquishes in favor of Lender Xxxxxx and BorrowerXxxxxxxx, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, otherwise so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtednessindebtedness; (c) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtednessindebtedness; (d) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (e) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (f) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtednessindebtedness. If payment is made by BorrowerXxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Xxxxxx is forced to remit the amount of that payment to BorrowerXxxxxxxx's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (aA) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cB) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantorBorrower, before proceeding against Guarantor; (dC) to proceed directly against or exhaust any collateral held by Lender from Borrowerfor the Indebtedness, any other guarantorincluding Xxxxxxxx’s collateral, or any other personbefore proceeding against Guarantor; (eD) to apply any payments or proceeds received against the Indebtedness in any order; (E) give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such sale; (fF) to pursue disclose any information about the Indebtedness, the Borrower, the collateral, or any other remedy within guarantor or surety, or about any action or nonaction of Lender's power; or (gG) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Xxxxxx’s power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cH) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (I) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtedness; (dJ) any right to claim discharge the application of proceeds of the Indebtedness on by Borrower for purposes other than the basis purposes understood and intended by Guarantor and Lender; (K) any act of unjustified impairment omission or commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral for the Indebtednessby operation of law or otherwise; (eL) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the Indebtedness; or (fM) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtedness. If payment is made by Borrower., whether voluntarily or otherwisewhatsoever, including without limitation, the renewal, extension, acceleration, or by other change in the time payment of the Indebtedness is due and any third partychange in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on the Indebtedness and thereafter Lender is forced incurred prior to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guarantysuch revocation. Guarantor further waives all rights of subrogation, reimbursement, indemnification, and agrees not contribution and any other rights and defenses that are or may become available to assert Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive. Guarantor waives all rights and any defenses arising out of an election of remedies by Xxxxxx even though that the election of remedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or bothotherwise.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Xxxxxx from Borrower, any other guarantor, or any other person; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fE) to pursue any other remedy within Lender's power; or (gF) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender Xxxxxx which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerXxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Xxxxxx is forced to remit the amount of that payment to BorrowerXxxxxxxx's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction non-action on the part of the Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If In addition to the waivers set forth herein, if now or hereafter (a) Borrower is or shall be or become insolvent, insolvent and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes gives up in favor of Lender and Borrower, and their Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of or any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or of law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. In addition to the waivers set forth above, Guarantor expressly waives, to the extent permitted by Arizona law, all of Guarantor's rights under sections 12-1641, 12-1642, 12-1643, 12-1644, 44-142, and 47-3606 if the Arizona Revised Statutes, and Rule 17f of the Arizona Revised Statutes Rules of Civil Procedure. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (aA) to continue lending money or to extend other credit to Borrower; (bB) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (cC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (dD) to proceed directly against or exhaust any collateral held by Lender Xxxxxx from Borrower, any other guarantor, or any other person; (eE) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (fF) to pursue any other remedy within Lender's power; or (gG) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (aA) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (bB) any election of remedies by Lender Xxxxxx which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cC) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (dD) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (eE) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (fF) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by BorrowerXxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender Xxxxxx is forced to remit the amount of that payment to BorrowerXxxxxxxx's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. SUBORDINATION OF XXXXXXXX'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Xxxxxx and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Xxxxxxxxx agrees, and Xxxxxx is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: ​

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (a) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cb) to resort for payment or to proceed directly or at once against any person, including Borrower or Borrower, before proceeding against Guarantor; (c) proceed against any other guarantorcollateral for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor; (d) to proceed directly apply any payments or proceeds received against or exhaust the Indebtedness in any collateral held by Lender from Borrower, any other guarantor, or any other personorder; (e) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such sale; (f) to pursue disclose any information about the Indebtedness, the Borrower, the collateral, or any other remedy within guarantor or surety, or about any action or nonaction of Lender's power; or (g) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Lender's power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (ch) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (i) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtedness; (dj) any right to claim discharge the application of proceeds of the Indebtedness on by Borrower for purposes other than the basis purposes understood and intended by Guarantor and Lender; (k) any act of unjustified impairment omission or commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral for the Indebtednessby operation of law or otherwise; (el) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the Indebtedness; or (fm) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of the Indebtedness is due and any change in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on Indebtedness incurred prior to such revocation. If payment is made Guarantor waives all rights and any defenses arising out of an election of remedies by BorrowerLender even though that election of remedies, whether voluntarily such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (aA) to continue lending money or to extend other credit to Borrower; (b) to make any presentment, protest, demand, or notice of any kind, including notice of change of any nonpayment terms of repayment of the Indebtedness Indebtedness, default by Borrower or of any nonpayment related to any collateralother guarantor or surety, or notice of any action or nonaction on the part of taken by Borrower, Lender, or any surety, endorserother guarantor or surety of Borrower, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligationsIndebtedness; (cB) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantorBorrower, before proceeding against Guarantor; (dC) to proceed directly against or exhaust any collateral held by Lender from for the Indebtedness, including Borrower's collateral, any other guarantor, or any other personbefore proceeding against Guarantor; (eD) to apply any payments or proceeds received against the Indebtedness in any order; (E) give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or the collateral pursuant to comply with any other applicable provisions of the Uniform Commercial CodeCode or any other law governing such sale; (fF) to pursue disclose any information about the Indebtedness, the Borrower, the collateral, or any other remedy within guarantor or surety, or about any action or nonaction of Lender's power; or (gG) to commit pursue any act remedy or omission course of any kind, or at any time, with respect to any matter action in Lender's power whatsoever. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses arising by reason of (a) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (b) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (cH) any disability or other defense of Borrower, of any other guarantor, guarantor or of surety or any other person, or by reason of ; (I) the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tenderfull, of the Indebtedness; (dJ) any right to claim discharge the application of proceeds of the Indebtedness on by Borrower for purposes other than the basis purposes understood and intended by Guarantor and Lender; (K) any act of unjustified impairment omission or commission by Lender which directly or indirectly results in or contributes to the discharge of Borrower or any other guarantor COMMERCIAL GUARANTY (Continued) Page 2 ================================================================================ or surety, or the Indebtedness, or the loss or release of any collateral for the Indebtednessby operation of law or otherwise; (eL) any statute of limitations, if at any time limitations in any action under this Guaranty or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitationson the Indebtedness; or (fM) any defenses given to guarantors at law modification or change in equity other than actual payment and performance terms of the Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of the Indebtedness is due and any change in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on Indebtedness incurred prior to such revocation. If payment is made Guarantor waives all rights and any defenses arising out of an election of remedies by BorrowerLender even though that the election of remedies, whether voluntarily such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both.