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. 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 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 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 COMMERCIAL GUARANTYany 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 waives: (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. Guarantor also waives any and all rights or defenses arising by reason of (Aa) 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 the liability of Borrower from any cause other than full payment of all sums payable under the Note or any of the other 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’s ; (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 defense of Guarantor based upon Lender's election of any remedy against Guarantor or Borrower or both; (e) any 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 the other Loan Documents; (f) 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; (g) any defense based upon Lender's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application 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, any right to enforce any remedy which Lender may have against Borrower and any right to participate in, or benefit from, any security for the Note or the other Loan Documents now or hereafter held by Lender; (j) presentment, demand, protest and notice of any kind; and (k) the benefit of any statute of limitations affecting the liability from COMMERCIAL GUARANTYof Guarantor hereunder or the enforcement hereof. Guarantor agrees that the payment of all sums payable under the Note or any of the other Loan Documents or any part thereof or other act which tolls any statute of limitations applicable to the 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 California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433, or any 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. 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 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 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 by operation of law which may prevent Lender from bringing or otherwise; (I) any actionstatute 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 a claim for deficiencywithout limitation, against Guarantorthe renewal, before 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 Lender’s commencement or completion revocation of this Guaranty on Indebtedness incurred prior to such revocation. Until all Indebtedness is paid in full, Guarantor waives all rights and any foreclosure action, either judicially or by exercise defenses Guarantor may have arising out of a power of sale; (B) any an election of remedies by Lender which destroys or otherwise adversely affects even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s 's rights of subrogation rights or Guarantor’s rights to proceed and reimbursement against Borrower for reimbursementor any other guarantor or surety by operation of Section 580a, including 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 law limiting, qualifying, rights or protections of Borrower in connection with any anti-deficiency laws or other laws limiting or discharging the Indebtedness; Indebtedness or Borrower's obligations (C) including, without limitation, Sections 726, 580a, 580b, and 580d of the California Code of Civil Procedure). Guarantor waives all rights and protections of any disability kind which Guarantor may have for any reason, which would affect or other defense limit the amount of Borrowerany 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 of any other person, and further, Guarantor waives any right to participate in any collateral for the Indebtedness now or hereafter held by reason 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 of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the cessation of Borrower’s liability from COMMERCIAL GUARANTYFederal bankruptcy laws.

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. 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; (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 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 by reason 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 cessation Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of Borrower’s liability from COMMERCIAL GUARANTYthe 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. 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 otherwise.

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 proceedings 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. 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; (I) the cessation from any cause whatsoever, others 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 or 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 by reason 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 cessation Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time and that payment of Borrower’s liability from COMMERCIAL GUARANTYthe 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. 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 otherwise.

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 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. 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; (B) 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; (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 COMMERCIAL GUARANTYany 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 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 Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to 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 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) 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 Lxxxxx’s power whatsoever. 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; (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 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 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 in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on the Indebtedness incurred prior to such revocation. Guarantor waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to 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 cessation election of Borrowerremedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s liability from COMMERCIAL GUARANTYrights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise.

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 guarantorguarantors; (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. 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; (B) 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; (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 COMMERCIAL GUARANTYany 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 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 Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to 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 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. 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; (B) any election of remedies by Lender Lxxxxx 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 COMMERCIAL GUARANTYany 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 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 Bxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lxxxxx is forced to remit the amount of that payment to 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 Buyer 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 (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 any other guarantorSeller, before proceeding against Guarantor; (Dc) to proceed directly against or exhaust any collateral held by Lender from Borrowerfor the Indebtedness, any other guarantorincluding Seller's collateral, or any other personbefore proceeding against Guarantor; (Ed) to apply any payments or proceeds 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 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 (Gg) 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. 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 's subrogation rights rights, if any, or Guarantor’s rights 's 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, and further, Guarantor waives any right to participate in any collateral for the Indebtedness now or hereafter held by reason Buyer. Without limiting the generality of any of the cessation foregoing paragraphs, Guarantor expressly waives the benefit of Borrower’s liability from COMMERCIAL GUARANTYCalifornia 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 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 (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 order; (E) disclose any information about the Indebtedness, the Borrower, any other guarantorthe collateral, or any other personguarantor or surety, or about any action or nonaction of Lender; (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 or course of action in Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter 's power whatsoever. 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; (H) the cessation from any cause whatsoever, other than payment in full, of the Indebtedness; (I) the application of proceeds of the Indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor and Lender; (J) 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, or the Indebtedness, or the loss or release of any collateral by operation of law or otherwise; (K) any statute of limitations in any action under this Guaranty or on the Indebtedness; or (L) 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 in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on the Indebtedness incurred prior to such revocation. Guarantor waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to 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 cessation election of Borrower’s liability from COMMERCIAL GUARANTYremedies, 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.

GUARANTOR'S WAIVERS. Except Each Guarantor waives, to the fullest extent permitted by law: (a) all statutes of limitations as prohibited by applicable law. Guarantor waives any right a defense 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 proceeding brought against such Guarantor by the Guaranteed and Secured Parties; (b) any right it may have to require the Guaranteed and Secured Parties to proceed against a Borrower or any Guarantor, proceed against or exhaust any security held from a Borrower or any Guarantor, or pursue any other remedy in the Guaranteed and Secured Parties’ power to pursue; (c) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of a Borrower or any other Guarantor; (d) any defense based on: (i) any legal disability of a Borrower or any other Guarantor, (ii) any release, discharge, modification, impairment or limitation of the liability of a Borrower or any Guarantor to the Guaranteed and Secured Parties from any cause, whether consented to by the Guaranteed and Secured Parties or arising by operation of law or from any Debtor Relief Laws and (iii) any rejection or disaffirmance of the Guaranteed Obligations, or any part thereof, or any security held therefor, pursuant to any such Debtor Relief Laws; (e) any defense based on any action taken or 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 Borrowerthe Guaranteed and Secured Parties allowed as being secured, Lenderpartially secured or unsecured, any suretyextension of credit by the Guaranteed and Secured Parties to a Borrower or any Guarantor in any such proceeding, endorserand the taking and holding by Agent or any Lender of any security for any such extension of credit; (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 other guarantor in connection with the Indebtedness or in connection with the creation incurring of new or additional loans indebtedness, and demands and notices of every kind; and (g) any defense based on or obligations; (C) to resort for payment or to proceed directly or at once against arising out of any person, including defense that a Borrower or any other guarantor; (D) Guarantor may have to proceed directly against the payment or exhaust any collateral held by Lender from Borrower, any other guarantor, performance of the Guaranteed Obligations or any other person; (E) to give notice part 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. 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 COMMERCIAL GUARANTYthem.

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 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and 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 (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 Xxxxxx'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 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 's liability from COMMERCIAL GUARANTYany 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 Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to 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 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 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. COMMERCIAL GUARANTY (Continued) Page 2 In addition to the waivers set forth herein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and 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 (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 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 's liability from COMMERCIAL GUARANTYany 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 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 (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 wit 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 with 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. In addition to the waivers set forth herein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquired against 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 “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 '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 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 's liability from COMMERCIAL GUARANTYany 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 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 order; (E) disclose any information about the Indebtedness, the Borrower, any other guarantorthe collateral, or any other personguarantor or surety, or about any action or nonaction of Lender; (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 course of any kind, or at any time, with respect to any matter action in Xxxxxx's power whatsoever. 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; (H) the cessation from any cause whatsoever, other than payment in full, of the Indebtedness; (I) the application of proceeds of the Indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor and Lender; (J) 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, or the Indebtedness, or the loss or release of any collateral by operation of law or otherwise; (K) any statute of limitations in any action under this Guaranty or on the Indebtedness; or (L) 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 in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on the Indebtedness incurred prior to such revocation. Guarantor waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to 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 cessation election of Borrower’s liability from COMMERCIAL GUARANTYremedies, 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.

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 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth herein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and 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 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 '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 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 's liability from COMMERCIAL GUARANTYany 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 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 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 guarantorGuaranty, 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 lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. 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 '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 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 's liability from COMMERCIAL GUARANTYany 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 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 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. 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; (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 COMMERCIAL GUARANTYany 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 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 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. Guarantor also waives any and all rights or defenses arising by reason of (Aa) 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 '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 COMMERCIAL GUARANTYany 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 other, 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 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, 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 and (Gi) any right to commit any act or omission of any kind, or at any time, with respect to any matter whatsoeverrevoke this Guaranty. Guarantor also waives any and all rights other circumstance or defenses arising by reason event, in existence now or in the future, that might otherwise constitute a legal or equitable defense to the enforcement 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 COMMERCIAL GUARANTYthis 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 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, 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. 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; (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 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, or the Indebtedness, or the loss or release of any collateral by reason 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 cessation Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of Borrower’s liability from COMMERCIAL GUARANTYthe 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. Guarantor waives all rights and any defenses 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 by operation of Section 580d of the California Code of Civil Procedure or otherwise.

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 to 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; (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 also hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any and all rights claim or defenses arising right to payment Guarantor may now have or hereafter have or acquire against Borrower, by reason subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of (A) any “one action” or “anti-deficiency” law Borrower within the meaning of 11 U.S.C. section 547(b), 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 successor provision of the cessation of Borrower’s liability from COMMERCIAL GUARANTYFederal bankruptcy laws.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law. Guarantor waives any right to require Lender 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 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; (Cc) 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; (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 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 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 IndebtednessGuaranteed Obligations; (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 COMMERCIAL GUARANTYany cause whatsoever, other than payment in full in legal tender, of the Guaranteed Obligations; (d) any right to claim discharge of the Guaranteed Obligations 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 amount owing by Borrower to Lender 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 Guaranteed Obligations. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Guaranteed Obligations 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 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 demands, 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 and all promptness, diligence, notice of the creation or acceptance, any other notice, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Construction/Acquisition Agent or the Construction/Acquisition Lenders upon this Guaranty or acceptance of this Guaranty or any action taken or omitted in reliance hereon. The Obligations, and any of them, shall conclusively be deemed to require Lender (A) have been created, contracted, incurred, renewed, extended, amended or waived in reliance upon this Guaranty and all dealings among Guarantor, Borrower, the Construction/Acquisition Agent and the Construction/Acquisition Lenders shall likewise be conclusively presumed to continue lending money have been had or to extend other credit to Borrower; (B) to make any consummated in reliance upon this Guaranty. Guarantor further waives diligence, presentment, protestdemand for payment or performance, demandnotice, any requirement that any right or notice 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 kind, including notice of any nonpayment of the Indebtedness Obligations or of any nonpayment related to any collateralCollateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or and all other guarantor demands in connection with the Indebtedness delivery, acceptance, performance, default or in connection with the creation enforcement of new any such promissory note or additional loans other instrument or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower this Guaranty or any other guarantor; (D) to proceed directly against requirement that the Construction/Acquisition Agent or the Construction/Acquisition Lenders protect, secure, perfect or insure any security interest or lien on any property subject thereto or exhaust any collateral held by Lender from right or take any action against Borrower, Guarantor or any other guarantorPerson, 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. 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 COMMERCIAL GUARANTYCollateral.

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 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; (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 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. 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; (B) any election of remedies by Lender Lxxxxx 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 COMMERCIAL GUARANTYany 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 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 Bxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lxxxxx is forced to remit the amount of that payment to 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 Buyer 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 (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 any other guarantorSeller, before proceeding against Guarantor; (Dc) to proceed directly against or exhaust any collateral held by Lender from Borrowerfor the Indebtedness, any other guarantorincluding Seller's collateral, or any other personbefore proceeding against Guarantor; (Ed) to apply any payments or proceeds 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 Seller, the collateral, or any other remedy within Lender’s powerguarantor or surety, or about any action or nonaction of Buyer; 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 Buyer's power whatsoever. 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 's subrogation rights rights, if any, or Guarantor’s rights 's 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, and further, Guarantor waives any right to participate in any collateral for the Indebtedness now or hereafter held by reason Buyer. Without limiting the generality of any of the cessation foregoing paragraphs, Guarantor expressly waives the benefit of Borrower’s liability from COMMERCIAL GUARANTYCalifornia 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 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 Borrower, any other guarantor, or any other person; (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 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. 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 including, without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, 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 COMMERCIAL GUARANTYany 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 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 Borrower, 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 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. 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 COMMERCIAL GUARANTY

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 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 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. 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 '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 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; (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 's liability from COMMERCIAL GUARANTYany 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 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 Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to 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 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. 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; (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 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 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 in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on the Indebtedness incurred prior to such revocation. Guarantor waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to 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 cessation election of Borrower’s liability from COMMERCIAL GUARANTYremedies, 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.

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 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 Xxxxxx’s power whatsoever. 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; (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 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 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 in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on the Indebtedness incurred prior to such revocation. Guarantor waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to 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 cessation election of Borrowerremedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s liability from COMMERCIAL GUARANTYrights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law. 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, 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. 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; (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 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 by reason 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 cessation Indebtedness, whatsoever, including without limitation, the renewal, extension acceleration, or other change in the time payment of Borrower’s liability from COMMERCIAL GUARANTYthe 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. Guarantor waives all rights and any defenses 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 by operation of Section 580d of the California Code of Civil Procedure or otherwise.

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 El 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. 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) HI any disability or other defense of Borrower, of any other guarantor, guarantor or of 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 oy 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, or 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 in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on the Indebtedness incurred prior to such revocation. Guarantor waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to 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 cessation election of Borrower’s liability from COMMERCIAL GUARANTYremedies, 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.

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 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) 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 '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 COMMERCIAL GUARANTYany 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 statue of limitation, 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. raw, 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. 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; (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 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 by reason 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 cessation Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of Borrowerthe 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. Guarantor waives any rights and any defenses 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 liability from COMMERCIAL GUARANTYrights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise.

GUARANTOR'S WAIVERS. Except Each Guarantor waives, to the fullest extent permitted by law: (a) all statutes of limitations as prohibited by applicable law. Guarantor waives any right a defense 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 proceeding brought against such Guarantor by the Guaranteed and Secured Parties; (b) any right it may have to require the Guaranteed and Secured Parties to proceed against Borrower or any Guarantor, proceed against or exhaust any security held from Borrower or any Guarantor, or pursue any other remedy in the Guaranteed and Secured Parties’ power to pursue; (c) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of Borrower or any other Guarantor; (d) any defense based on: (i) any legal disability of Borrower or any other Guarantor, (ii) any release, discharge, modification, impairment or limitation of the liability of Borrower or any Guarantor to the Guaranteed and Secured Parties from any cause, whether consented to by the Guaranteed and Secured Parties or arising by operation of law or from any Debtor Relief Laws and (iii) any rejection or disaffirmance of the Guaranteed Obligations, or any part thereof, or any security held therefor, pursuant to any such Debtor Relief Laws; (e) any defense based on any action taken or 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 Borrowerthe Guaranteed and Secured Parties allowed as being secured, Lenderpartially secured or unsecured, any suretyextension of credit by the Guaranteed and Secured Parties to Borrower or any Guarantor in any such proceeding, endorserand the taking and holding by Agent or any Lender of any security for any such extension of credit; (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 other guarantor in connection with the Indebtedness or in connection with the creation incurring of new or additional loans indebtedness, and demands and notices of every kind; and (g) any defense based on or obligations; (C) to resort for payment or to proceed directly or at once against arising out of any person, including defense that Borrower or any other guarantor; (D) Guarantor may have to proceed directly against the payment or exhaust any collateral held by Lender from Borrower, any other guarantor, performance of the Guaranteed Obligations or any other person; (E) to give notice part 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. 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 COMMERCIAL GUARANTYthem.

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 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; (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. In addition to the waivers set forth herein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lxxxxx xxd Borrower, and Lender's and Borrower's respective successoxx, xxy claxx xx xxght to 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 (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 eithex xxxxcially 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 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 's liability from COMMERCIAL GUARANTYany 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, ox xxx Xxdebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's txxxxxx in bankruptcy or to any similar person under any xxxxxxx or state bankruptcy law or 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 (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 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; (Cc) to resort for payment or to proceed directly or at once against any person, including Borrower 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 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 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 be 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 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 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. 3 COMMERCIAL GUARANTYGUARANTY ================================================================================ 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 (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 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; (Cc) 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; (Fd) 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. 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 COMMERCIAL GUARANTYany cause whatsoever, other than payment in full in legal tender, of the Indebtedness; or (d) 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 rights, 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. 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; (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 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 by reason 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 cessation indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of Borrower’s liability from COMMERCIAL GUARANTYthe 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. Guarantor waives all rights and any defenses 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 by operation of Section 580d of the California Code of Civil Procedure or otherwise.

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 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth herein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and 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 (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 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 's liability from COMMERCIAL GUARANTYany 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 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 Each Guarantor waives, to the fullest extent permitted by law: (a) all statutes of limitations as prohibited by applicable law. Guarantor waives any right a defense 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 proceeding brought against such Guarantor by the Guaranteed Parties; (b) any right it may have to require the Guaranteed Parties to proceed against the Borrower or any Guarantor, proceed against or exhaust any security held from the Borrower or any Guarantor, or pursue any other remedy in the Guaranteed Parties' power to pursue; (c) any defense based on any claim that such Guarantor's obligations exceed or are more burdensome than those of the Borrower or any other Guarantor; (d) any defense based on: (i) any legal disability of the Borrower or any Guarantor, (ii) any release, discharge, modification, impairment or limitation of the liability of 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 bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment 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 defense based on any action taken or omitted by the Guaranteed Parties in any Insolvency Proceeding involving the Borrower or any Guarantor, including any election to have the claims of Borrowerthe Guaranteed Parties allowed as being secured, Lenderpartially secured or unsecured, any suretyextension of credit by the Guaranteed Parties to the Borrower or any Guarantor in any Insolvency Proceeding, endorserand the taking and holding by the Administrative Agent or any Lender of any security for any such extension of credit; (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 other guarantor in connection with the Indebtedness or in connection with the creation incurring of new or additional loans indebtedness, and demands and notices of every kind; and (g) any defense based on or obligations; (C) to resort for payment or to proceed directly or at once against arising out of any person, including defense that the Borrower or any other guarantor; (D) Guarantor may have to proceed directly against the payment or exhaust any collateral held by Lender from Borrower, any other guarantor, performance of the Guaranteed Obligations or any other person; (E) to give notice part 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. 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 COMMERCIAL GUARANTYthem.

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 guarantorothxx xxarantor, 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 compxx xxxh 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 omission, of any kind, or at any time, with respect to any matter whatsoever. Guarantor also further waives and agrees not to assert or claim at any and all rights time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or defenses arising similar right, whether such claim, demand or right may be asserted by reason of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing any actionthe Borrower, including a claim for deficiency, against the 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 COMMERCIAL GUARANTYboth.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law. The Guarantor waives any right to require the Lender to (Aand it shall not be necessary for the Lender, in order to enforce such payment by the Guarantor to first) (a) proceed against the Borrower or any other Person liable on the Liabilities, (b) proceed against or exhaust any security given to continue lending money or to extend secure the Liabilities, (c) have the Borrower joined with the Guarantor in any suit arising out of this Guaranty Agreement and/or any of the Liabilities, (d) enforce its rights against any other credit to Borrower; (B) to make any presentment, protest, demandguarantor 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 the Borrower, and waives any benefit of any right to participate in any security now or exhaust any collateral hereafter held by Lender from Borrowerthe Lender, (y) the Guarantor hereby waives any other guarantorobligation of the Borrower to pay, reimburse, or otherwise compensate the Guarantor for any other person; (E) payments the Guarantor may have to give notice of make to the terms, timeLender pursuant to this Guaranty Agreement, and place of (z) in addition, the Guarantor hereby waives any public right or private sale of personal property security held by Lender from claim it now has or may hereafter have against the Borrower or to comply in connection with any other applicable provisions of payments which 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. 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 have to make to 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 COMMERCIAL GUARANTYLender pursuant to this Guaranty Agreement.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law. , Guarantor waives any right to require Lender Buyer 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 (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 any other guarantorSeller, before proceeding against Guarantor; (Dc) to proceed directly against or exhaust any collateral held by Lender from Borrowerfor the Indebtedness, any other guarantorincluding Seller's collateral, or any other personbefore proceeding against Guarantor; (Ed) to apply any payments or proceeds 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 Seller, the collateral, or any other remedy within Lender’s powerguarantor or surety, or about any action or nonaction of Buyer; 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 Buyer's power whatsoever. 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 's subrogation rights rights, if any, or Guarantor’s rights 's 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 lawslimiting 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, and further, Guarantor waives any right to participate in any collateral for the Indebtedness now or hereafter held by reason Buyer. Without limiting the generality of any of the cessation foregoing paragraphs, Guarantor expressly waives the benefit of Borrower’s liability from COMMERCIAL GUARANTYCalifornia 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 significanceand con- sequences 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 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. 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 COMMERCIAL GUARANTYany 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 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 (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 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; (F) 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. 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 '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 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; (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 's liability from COMMERCIAL GUARANTYany 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 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 Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to 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 o 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 Including Borrower or any other guarantor; (D) to lo 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, 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; : (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. Guarantor waives all rights of Guarantor under Chapter 43 of the Texas 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 (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 Jaw 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 's liability from COMMERCIAL GUARANTYany 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 lime any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness 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 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 Borrxxxx, Xxarantor hereby forever waives and relinquishes in favor of Lendxx xxx Borrxxxx, xxd their respective successors, any claim or right to payment Guarantor may 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, 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 COMMERCIAL GUARANTYany 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 Borrxxxx, xxether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lendxx xx forced to remit the amount of that payment to 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 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; (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. 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 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 Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to 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 its 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 (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. 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; (B) 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; (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 COMMERCIAL GUARANTYany 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 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 Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to 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 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 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 Xxxxxx’s power whatsoever. 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; (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 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 by reason 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 cessation Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of Borrowerthe 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. 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 liability from COMMERCIAL GUARANTYrights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise.

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 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. 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; (B) 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; (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 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 Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to 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 GUARANTYGUARANTY (Continued)

GUARANTOR'S WAIVERS. Except as prohibited by applicable law. , Guarantor waives any right to require Lender Agent (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 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; (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 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; (F) to pursue any other remedy within LenderAgent’s power; or (GF) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. 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 Agent from bringing any action, including a claim for deficiency, against Guarantor, before or after LenderAgent’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 Agent which destroys or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’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; (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 COMMERCIAL GUARANTYany 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 Agent on behalf of Lenders against Guarantor is commenced, there is outstanding Indebtedness 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 Agent 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. Without limiting the generality of the foregoing, Guarantor 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 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 Guarantor has knowledge thereof):

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 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. 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 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 's liability from COMMERCIAL GUARANTYany 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 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, Loan No: 4536754 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 Xxxxxx from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within LenderXxxxxx’s power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. 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; (B) 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; (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 COMMERCIAL GUARANTYany 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 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 Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to 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 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. 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-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 Lxxxxx 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 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 Bxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lxxxxx is forced to remit the amount of that payment to 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 GUARANTYGUARANTY 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. 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; (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 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 by reason 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 cessation Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of Borrower’s liability from COMMERCIAL GUARANTYthe 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. Guarantor waives all rights and any defenses 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 by operation of Section 580d of the California Code of Civil Procedure or otherwise.

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, 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 " 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 '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 COMMERCIAL GUARANTYany 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 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 of 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 COMMERCIAL GUARANTYany 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 taken by Xxxxxxxx, 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 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 Xxxxxx’s power whatsoever. 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; (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 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 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 in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on the Indebtedness incurred prior to such revocation. Guarantor waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to 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 cessation election of Borrowerremedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s liability from COMMERCIAL GUARANTYrights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise.

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 Borrower, before proceeding against Guarantor; -C- proceed against any other guarantorcollateral for the indebtedness, including Xxxxxxxx's collateral, before proceeding against Guarantor; (Dd) 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; (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 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 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 (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. 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; (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 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 by reason 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 cessation indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of Borrower’s liability from COMMERCIAL GUARANTYthe indebtedness is due and any change in the interest rate. Guarantor waives all rights and any defenses arising out of an election of remedies by Xxxxxx 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 by operation of Section 580d of the California Code of Civil Procedure or otherwise.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law. , Guarantor waives any right to require Lender (A) to continue lending fending 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, 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; (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. 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 Lxxxxx'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 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 '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 COMMERCIAL GUARANTYGUARANTY at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Bxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lxxxxx is forced to remit the amount of that payment to 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 (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 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. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and 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 (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 rlghts Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) 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 liability from COMMERCIAL GUARANTYany 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 Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to 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 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; (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; (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; (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. 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 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; (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 COMMERCIAL GUARANTYany 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 Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to 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 (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 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 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. 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 Xxxxxx'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 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 's liability from COMMERCIAL GUARANTYany 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 Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to 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 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 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth herein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and 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 (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 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 '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 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 GUARANTYGUARANTY (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 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 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 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth herein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shell not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and 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 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 (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 Xxxxxx'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 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 's liability from COMMERCIAL GUARANTYany 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 Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to 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 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. 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; (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 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 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 in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on the Indebtedness incurred prior to such revocation. Guarantor waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to 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 cessation election of Borrowerremedies, such as a non- judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s liability from COMMERCIAL GUARANTYrights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise.

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 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. 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; (B) 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; (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 COMMERCIAL GUARANTYany 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 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 Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to 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 (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 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 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 Borrxxxx'x xollateral, 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 Lendxx'x xower whatsoever. 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; (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 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 by reason 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 cessation Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of Borrower’s liability from COMMERCIAL GUARANTYthe 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. Guarantor waives all rights and any defenses arising out of an election of remedies by Lendxx xxxn 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 by operation of Section 580d of the California Code of Civil Procedure or otherwise.

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 xxx xxxments 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. 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; (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 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 by reason 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 cessation indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of Borrower’s liability from COMMERCIAL GUARANTYthe 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. 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-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.

GUARANTOR'S WAIVERS. Except as prohibited to the extent required by applicable law. law and to the extent such requirement cannot be waived, Guarantor (a) waives notice of acceptance of this Guaranty and notice of any right liability to require Lender which it may apply, (Ab) to continue lending money or to extend other credit to Borrower; (B) to make any waives grace, diligence, presentment, demand of payment, protest, demand, or notice of any kindkind (including disclosure of facts which materially increase risks, including notice of any nonpayment of the Indebtedness protest, acceptance, liability, suit, demand or action, dishonor, payment or nonpayment, protest, intention to accelerate or acceleration, extensions, or renewal), surety defenses of any nonpayment related kind (including defenses relating to any collateralimpairment, recourse, release or notice modification of any action underlying obligation, extension of time, impairment of collateral or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor nondisclosure) and diligence 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 collecting and bringing suit 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, timeparty, and place (c) WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THIS GUARANTY OR THE OBLIGATIONS GUARANTEED HEREBY AND, BY ITS ACCEPTANCE HEREOF, LENDER ALSO WAIVES ANY AND ALL SUCH RIGHTS TO TRIAL BY JURY. GUARANTOR ALSO WAIVES ANY RIGHTS IT, BORROWER, ANY OTHER GUARANTOR OR ANY OTHER PERSON MAY NOW OR HEREAFTER HAVE TO AN APPRAISAL OF ANY SECURITY OR COLLATERAL FOR EACH BORROWER'S OBLIGATIONS, INCLUDING, WITHOUT LIMITATION, ANY SUCH RIGHTS PROVIDED BY STATUTE. Guarantor acknowledges that the transaction of any public which this Guaranty is a part is a commercial transaction and waives its rights to notice and hearing under state 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, federal law with respect to any matter whatsoever. 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 prejudgment remedy which Lender 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 desire 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 COMMERCIAL GUARANTYuse.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law. The Guarantor waives any right to ------------------- require the Lender to (Aand it shall not be necessary for the Lender, in order to enforce such payment by the Guarantor to first) (a) proceed against the Borrower or any other Person liable on the Liabilities, (b) proceed against or exhaust any security given to continue lending money or to extend secure the Liabilities, (c) have the Borrower joined with the Guarantor in any suit arising out of this Guaranty Agreement and/or any of the Liabilities, (d) enforce its rights against any other credit to Borrower; (B) to make any presentment, protest, demandguarantor 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, (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 the Borrower, and waives any benefit of any right to participate in any security now or exhaust any collateral hereafter held by Lender from Borrowerthe Lender, (y) the Guarantor hereby waives any other guarantorobligation of the Borrower to pay, reimburse, or otherwise compensate the Guarantor for any other person; (E) payments the Guarantor may have to give notice of make to the terms, timeLender pursuant to this Guaranty Agreement, and place of (z) in addition, the Guarantor hereby waives any public right or private sale of personal property security held by Lender from claim it now has or may hereafter have against the Borrower or to comply in connection with any other applicable provisions of payments which 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. 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 have to make to 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 COMMERCIAL GUARANTYLender pursuant to this Guaranty Agreement.

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 nonactton 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 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 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth herein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and 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.8.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 Xxxxxx'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 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 's liability from any cause whatsoever, other than payment in -------------------------------------------------------------------------------- COMMERCIAL GUARANTYGUARANTY Loan No: 4971209712 (Continued) Pag* 2 -------------------------------------------------------------------------------- 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 Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to 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 Arizona law, all of Guarantor's rights under sections 12-1641, 12-1842, 12-1643, 12-1644, 44-142, and 47-3606 of 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 hereby waives (a) presentment, demand for payment and protest of non-performance under the Lease, (b) notice of any kind including, without limitation, notice of acceptance of this Guaranty, protest, presentment, demand for payment, default, nonpayment, or the creation or incurring of new or additional obligations of Landlord to Tenant, (c) any right to require Lender (A) Tenant to continue lending money enforce its rights or to extend other credit to Borrower; (B) to make any presentment, protest, demandremedies against Landlord under the Lease, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateralotherwise, 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, (d) any right to require Tenant to proceed against any security held from Landlord or any other person; party, (Ee) to give notice any defense arising out of the termsabsence, time, and place impairment or loss of any public right of reimbursement or private sale subrogation or other right or remedy of personal property security held Guarantors against Tenant or any such security, whether resulting from an election by Lender from Borrower Tenant, or to comply with otherwise, (f) any defense based upon any legal disability of Landlord or any other applicable provisions guarantor of any Guaranteed Obligations, or any discharge or limitation of the Uniform Commercial Codeliability of Landlord or any such other guarantor to Tenant, whether consensual or arising by operation of law, bankruptcy, insolvency or debtor- relief proceeding, (g) any defense based upon any invalidity or unenforceability of the Lease, (h) any defense based upon, or arising out of any defense which Landlord may have to the payment or performance of any Guaranteed Obligations; and (Fi) all rights of subrogation, indemnification, contribution and reimbursement and all rights to pursue enforce any remedy that Landlord or Guarantor may have against Tenant or any other remedy within Lender’s power; or (G) to commit any act or omission guarantor of any kindGuaranteed Obligations. Without limiting the foregoing, or at any time, with respect to any matter whatsoever. the Guarantor also hereby waives any and all rights or and defenses arising available to the Guarantor by reason of (A) California Civil Code Sections 2787 through 2855, inclusive, 2899 and 3433, and 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 successor statutes. Any partial payment 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 Landlord or other defense circumstance which operates to toll any statute of Borrower, limitations as to Landlord shall operate to toll the statute of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from COMMERCIAL GUARANTYlimitations as to Guarantor.

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 Guarantors 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 COMMERCIAL GUARANTYany 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 (Aand it shall not be necessary for Lender, in order to enforce such payment by Guarantor to first) (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; Person liable on the Liabilities, (Db) to proceed directly against or exhaust any security given to secure the Liabilities, (c) to have Borrower joined with Guarantor in any suit arising out of this Guaranty Agreement and/or any of the Liabilities, (d) to enforce its rights against any other guarantor of the Liabilities, (e) to pursue or exhaust any other remedy in Lender's power whatsoever, or (f) to preserve or perfect any liens or security interests against any collateral whatsoever. Lender shall not be required to mitigate damages or take any action to reduce, collect or enforce the Liabilities. Guarantor waives any defense or right to the marshalling of any security given to secure the Liabilities. Guarantor waives any defense arising by reason of any disability, lack of corporate authority or power, or other defense of Borrower or any other guarantor of any of the Liabilities, and shall remain liable hereon regardless of whether Borrower or any other guarantor be found not liable thereon for any reason. Until all the Liabilities shall have been paid in full, Guarantor shall have no right of subrogation, waives all of its rights at law or in equity (including, without limitation, any law subrogating Guarantor to the rights of Lender) to seek contribution, indemnification or any other form of reimbursement from or to enforce any remedy which Lender now has or may hereafter have against Borrower or any other Person primarily or secondarily liable for any of the Liabilities and waives any benefit of and any right to participate in any security now or hereafter held by Lender from Borrower, any other guarantor, to secure directly or indirectly all 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 whatsoeverLiabilities. Guarantor also waives any and all rights or defenses arising which might otherwise be available (but only to the extent permitted by reason law) by virtue of (A) any “one action” or “anti-deficiency” valuation, stay, moratorium law or any other similar law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before now 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 COMMERCIAL GUARANTYhereafter in effect.

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, 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 it 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 form 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 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 FORM OF COMMERCIAL GUARANTYGUARANTY 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 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives any and all rights or defenses arising by reason of (A) 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 '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 including, without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, 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 's liability from COMMERCIAL GUARANTYany 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 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 Borrower, 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 (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 with 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. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and 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 (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 limitationimitation, any loss of rights Guarantor may suffer by reason of any law limiting, 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 's liability from COMMERCIAL GUARANTYany 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 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; (F) any defense given to guarantors at law or in equity other than actual payment and performance of the indebtedness; 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 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 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 (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. 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; (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 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 by reason 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 cessation Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of Borrower’s liability from COMMERCIAL GUARANTYthe 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. Guarantor waives all rights and any defenses 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 by operation of Section 580d of the California Code of Civil Procedure or otherwise.

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 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 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth herein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and gives up in favor of Xxxxxx and Xxxxxxxx, and 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 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 (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 Xxxxxx'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 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 's liability from COMMERCIAL GUARANTYany 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 Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to 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 's power; or (Gg) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. 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 COMMERCIAL GUARANTYany 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 to 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. It 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 simliar 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 North Carolina law, all of Guarantor's rights under (i) North Carolina General Statute Section 26-7 to Section 26-9 (1986) to require Lender to take action, (ii) North Carolina General Statute Section 25-3-606 (1965 and Supplement 1985) relating to impairment of collateral, and (iii) North Carolina General Statute Section 25-9-501 (1986) with respect to the "commercial reasonableness" of any sale of collateral. 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 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; (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 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. 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 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 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; (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 COMMERCIAL GUARANTYany 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 Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to 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.

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. 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 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 COMMERCIAL GUARANTYany cause whatsoever, other than payment in full

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. 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; (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 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 by reason 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 cessation Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other change in the time payment of Borrower’s liability from COMMERCIAL GUARANTYthe 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. 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 otherwise.

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, 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 or any other guarantor, or of any other person, or by reason of the cessation of Borrower’s 's liability from COMMERCIAL GUARANTYany 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; (8) proceed against any person, Including Borrower, before proceeding against Guarantor; (C) to resort for payment or to proceed directly or at once against any personcollateral for the indebtedness, including Borrower or any other guarantor; 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 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. Guarantor Guarantee also waives any and all rights or defenses arising by reason of (AH) any “one action” disability or “anti-deficiency” law ether defense of Borrower, any other guarantor or surety 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 saleperson; (BI) the cessation from any cause whatsoever, other than payment in full, of the Indebtedness; (a) the application of proceeds of the indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor and Lender; (K) any election act of remedies omission or commission by Lender which destroys directly or otherwise adversely affects Guarantor’s subrogation rights indirectly results in or Guarantor’s rights contributes to proceed against the discharge of Borrower for reimbursementor any other guarantor or surety, or 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 loss change in the interest rate, and Including any such modification or change in terms after revocation of this Guaranty on the indebtedness incurred prior to such revocation. Guarantor waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to Guarantor may suffer by reason of California Civil Coda Sections 2787 to 2855, inclusive. Guarantor waives all rights and any law limitingdefenses arising out of an election of remedies by Xxxxxx even though that the election of remedies, qualifyingsuch as a non-Judicial foreclosure with respect to security for a guaranteed obligation, or discharging the Indebtedness; (C) any disability or other defense has destroyed Guarantor’s rights of Borrower, subrogation and reimbursement against Borrower by operation of any other guarantor, or of any other person, or by reason Section 580d of the cessation California Code of Borrower’s liability from COMMERCIAL GUARANTYCivil Procedure or otherwise.

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) 8) 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 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 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. 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 '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 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 '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 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 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 Jaw 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 holds jointly with someone else and all accounts Guarantor may open In the future. However, this does not include any XXX or Xxxxx accounts, or any trust accounts for which setoff would be prohibited by Jaw. Guarantor authorizes Lender, to the extent permitted by applicable Jaw, 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, 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. LIMITATION ON SALE OR TRANSFER OF EQUITY INTERESTS IN GUARANTOR. Guarantor acknowledges that a material condition to Lender's agreement to the terms of the Indebtedness, including but not limited to interest rate and repayment terms, is the common ownership of Borrower and Guarantor. Accordingly, while this Agreement remains in effect (including any renewal, replacement, refinancing, restatement or other modification of this Agreement), Guarantor shall not, without Lender's prior written consent: (I) directly or indirectly sell or otherwise transfer in the aggregate more than 25% of the shares of common stock of Guarantor, if a corporation, of the membership interests of Guarantor, if a limited liability company, of the partnership interests of Guarantor, if a partnership, or of any other equitable ownership interests of Guarantor, (ii) change the trust beneficiaries if Guarantor Is a trustee of a trust or (iii) enter into any agreement for such sale or other transfer of ownership or such change in trust beneficiary. If Lender consents to any such a sale or transfer of ownership or change in trust beneficiaries, Lender may condition its consent upon Borrower's agreement to modifications to the terms of the Indebtedness as required by Lender in its sale discretion, including without limitation an increase in the interest rate and other changes to the repayment terms of Indebtedness. COMMERCIAL GUARANTY

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. 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; (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 COMMERCIAL GUARANTYany 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 far 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 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 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 holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IXX or Kxxxx accounts, or any trust accounts for which setoff would be prohibited 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, 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.

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; (C) 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. 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, 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 COMMERCIAL GUARANTYany 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, of both.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law. Guarantor hereby waives (a) presentment, demand for payment and protest of non-performance under the Lease, (b) notice of any kind including, without limitation, notice of acceptance of this Guaranty, protest, presentment, demand for payment, default, nonpayment, or the creation or incurring of new or additional obligations of Landlord to Tenant, (c) any right to require Lender (A) Tenant to continue lending money enforce its rights or to extend other credit to Borrower; (B) to make any presentment, protest, demandremedies against Landlord under the Lease, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateralotherwise, 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, (d) any right to require Tenant to proceed against any security held from Landlord or any other person; party, (Ee) to give notice any defense arising out of the termsabsence, time, and place impairment or loss of any public right of reimbursement or private sale subrogation or other right or remedy of personal property security held Guarantors against Tenant or any such security, whether resulting from an election by Lender from Borrower Tenant, or to comply with otherwise, (f) any defense based upon any legal disability of Landlord or any other applicable provisions guarantor of any Guaranteed Obligations, or any discharge or limitation of the Uniform Commercial Codeliability of Landlord or any such other guarantor to Tenant, whether consensual or arising by operation of law, bankruptcy, insolvency or debtor-relief proceeding, (g) any defense based upon any invalidity or unenforceability of the Lease, (h) any defense based upon, or arising out of any defense which Landlord may have to the payment or performance of any Guaranteed Obligations; and (Fi) all rights of subrogation, indemnification, contribution and reimbursement and all rights to pursue enforce any remedy that Landlord or Guarantor may have against Tenant or any other remedy within Lender’s power; or (G) to commit any act or omission guarantor of any kindGuaranteed Obligations. Without limiting the foregoing, or at any time, with respect to any matter whatsoever. the Guarantor also hereby waives any and all rights or and defenses arising available to the Guarantor by reason of (A) California Civil Code Sections 2787 through 2855, inclusive, 2899 and 3433, and 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 successor statutes. Any partial payment 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 Landlord or other defense circumstance which operates to toll any statute of Borrower, limitations as to Landlord shall operate to toll the statute of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from COMMERCIAL GUARANTYlimitations as to Guarantor.

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; (B) proceed against any person, Including Borrower, before proceeding against Guarantor; (C) to resort for payment or to proceed directly or at once against any personcollateral for the Indebtedness, including Borrower or any other guarantorBoxxxxxx’x 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 Lexxxx'x power whatsoever. 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; (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 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 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 In the interest rate. COMMERCIAL GUARANTY Guarantor waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to 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 Lexxxx xven though that the cessation election of Borrower’s liability from COMMERCIAL GUARANTYremedies, 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.

GUARANTOR'S WAIVERS. Except as prohibited by applicable law. Guarantor waives any right to require Lender 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 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; (Cc) 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; (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 Guaranteed Obligations shall not at all times until paid be fully secured by collateral pledged by Xxxxxxxx, Guarantor hereby forever waives and relinquishes in favor of Xxxxxx 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 IndebtednessGuaranteed Obligations; (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 COMMERCIAL GUARANTYany cause whatsoever, other than payment in full in legal tender, of the Guaranteed Obligations; (d) any right to claim discharge of the Guaranteed Obligations 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 amount owing by Borrower to Lender 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 Guaranteed Obligations. If payment is made by Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Guaranteed Obligations and thereafter Xxxxxx is forced to remit the amount of that payment to 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 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 demands, 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, 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 it 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 Xxxxxx form 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 Xxxxxxxx, Guarantor hereby forever waives and relinquishes in favor of Xxxxxx 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 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 Xxxxxxxx'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 GUARANTYGUARANTY 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 Xxxxxxxx, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Xxxxxx is forced to remit the amount of that payment to 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 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 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 Xxxxxx’s power whatsoever. 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; (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 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 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 in the interest rate, and including any such modification or change in terms after revocation of this Guaranty on the Indebtedness incurred prior to such revocation. Guarantor waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to 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 cessation election of Borrowerremedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s liability from COMMERCIAL GUARANTYrights of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise.

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 's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and 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. COMMERCIAL GUARANTY PAGE 2 (CONTINUED) ================================================================================ 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 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 's liability from COMMERCIAL GUARANTYany 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 or 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 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.