Common use of GUARANTOR'S WAIVERS Clause in Contracts

GUARANTOR'S WAIVERS. (a) Guarantor waives any right to require WFBC to: (i) proceed against any Obligor or any other Person; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC against any Obligor; (vi) any impairment of the value of any interest in any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the Obligations.

GUARANTOR'S WAIVERS. (a) To the extent permitted under applicable law, Guarantor waives any right to require WFBC Bank to: (i) proceed against any Obligor the Borrower or any other Personperson; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor held from the Borrower or any other Personperson; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor held from the Borrower or any other Personperson; (iv) take any other action or pursue any other remedy in WFBC’s Bank's power; or (v) make any presentment or demand for performance, or give any notices of any kind, including, without limitation, any notice of nonperformance, protest, notice of protest or notice of dishonor dishonor, notice of intention to accelerate or notice of acceleration hereunder or in connection with any obligations or evidences of indebtedness held by WFBC Bank as security for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness; or (vi) set off against the Indebtedness the fair value of any real or personal property given as collateral for the Indebtedness (whether such right of setoff arises under statute or otherwise). In addition to the foregoing, Guarantor specifically waives any statutory right it might have to require Bank to proceed against Borrower or any collateral that secures the Indebtedness. (b) To the extent permitted under applicable law, Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor the Borrower or any other Personperson; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations Indebtedness of the Borrower or the indebtedness of any other Personperson; (iii) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any Obligor, if it the Borrower which is a corporation, partnership or other type of entity, or any defect in the formation of any Obligorsuch Borrower; (iv) the application by any Obligor the Borrower of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor Borrower to, or intended or understood by, WFBC Bank or Guarantor; (v) any act or omission by WFBC Bank which directly or indirectly results in or aids the discharge of any Obligor the Borrower or any portion of the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Bank against any Obligorthe Borrower; (vi) any impairment of the value of any interest in any security for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the ObligationsIndebtedness, in any form whatsoever, including any modification made after revocation hereof to any Obligations Indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; or (viii) or any requirement that WFBC Bank give any notice of acceptance of this Guaranty. Until all Obligations Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Bank now has or may hereafter have against any Obligor the Borrower or any other Person, person and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCBank. To the fullest extent permitted by applicable law, Guarantor waives all rights of a surety and the benefits of any applicable suretyship law, statute or regulation, and without limiting any of the waivers set forth herein, Guarantor further waives, to the extent permitted under applicable law, any other fact or event that, in the absence of this provision, would or might constitute or afford a legal or equitable discharge or release of or defense to Borrower. (c) Guarantor further waives all rights and defenses Guarantor may have arising out of (Ai) any election of remedies by WFBCBank, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsIndebtedness, destroys Guarantor’s 's rights of subrogation or Guarantor’s 's rights to proceed against any Obligor the Borrower for reimbursement, or (Bii) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor the Borrower in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsBorrower’s Indebtedness, whether by operation of law or otherwise, including any rights Guarantor may have to claim a fair market credit with respect to a deficiency or have a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness, and Guarantor waives any right Guarantor may have under any “one-action” rule. Guarantor further waives the benefit of any homestead, exemption or other similar laws.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Lender to (iA) make any presentment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the Indebtedness, default by Borrower or any other guarantor or surety, any action or nonaction taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the creation of new or additional Indebtedness; (B) proceed against any Obligor or any other Personperson, including Borrower, before proceeding against Guarantor; (iiC) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Personcollateral for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor; (iiiD) 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 or other disposition of personal property security granted by any Obligor the collateral pursuant to the Uniform Commercial Code or any other Personlaw governing such sale; (ivF) take disclose any information about the Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or about any action or pursue any other remedy in WFBC’s powernonaction of Lender; or (vG) make pursue any presentment remedy or demand for performance, or give any notice course of nonperformance, protest, notice of protest or notice of dishonor hereunder or action in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Lender's power whatsoever. Guarantor also waives any defense to its obligations hereunder based upon and all rights or defenses arising by reason of: of (iH) any disability or other defense of Borrower, any Obligor other guarantor or surety or any other Personperson; (iiI) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other PersonIndebtedness; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (ivJ) the application by any Obligor of proceeds of the proceeds of any Obligations Indebtedness by Borrower for purposes other than the purposes represented understood and intended by such Obligor to, or intended or understood by, WFBC or GuarantorGuarantor and Lender; (vK) any act of omission or omission commission by WFBC Lender which directly or indirectly results in or aids contributes to the discharge of any Obligor Borrower or any portion other guarantor or surety, or the Indebtedness, or the loss or release of the Obligations any collateral by operation of law or otherwise, or which ; (L) any statute of limitations in any way impairs action under this Guaranty or suspends any rights on the Indebtedness; or remedies of WFBC against any Obligor; (viM) any impairment modification or change in terms of the value of any interest in any security for the Obligations or any portion thereofIndebtedness, whatsoever, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment ofacceleration, 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 of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance after revocation of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right Guaranty on Indebtedness incurred prior to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCsuch revocation. Guarantor further waives all rights and any defenses Guarantor may have arising out of (A) any an election of remedies by WFBC, Lender even though that the election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligationsa guaranteed obligation, destroys has destroyed Guarantor’s 's rights of subrogation or Guarantor’s rights to proceed and reimbursement against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether Borrower by operation of law Section 580d of the California Code of Civil Procedure or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the Obligations.

GUARANTOR'S WAIVERS. (a) Guarantor waives any right to require WFBC Bank to: (i) proceed against any Obligor of the Borrowers or any other Personperson; (ii) marshal assets or proceed against or exhaust any security granted by held from any Obligor of the Borrowers or any other Personperson; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by held from any Obligor of the Borrowers or any other Personperson; (iv) take any other action or pursue any other remedy in WFBC’s Bank's power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC Bank as security for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor of the Borrowers or any other Personperson; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness Indebtedness of any of the Borrowers or any other Personperson; (iii) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any Obligor, if it of the Borrowers which is a corporation, partnership or other type of entity, or any defect in the formation of any Obligorsuch Borrower; (iv) the application by any Obligor of the Borrowers of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor Borrowers to, or intended or understood by, WFBC Bank or Guarantor; (v) any act or omission by WFBC Bank which directly or indirectly results in or aids the discharge of any Obligor of the Borrowers or any portion of the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Bank against any Obligorof the Borrowers; (vi) any impairment of the value of any interest in any security for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the ObligationsIndebtedness, in any form whatsoever, including any modification made after revocation hereof to any Obligations Indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; or (viii) any requirement that WFBC Bank give any notice of acceptance of this Guaranty. Until all Obligations Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Bank now has or may hereafter have against any Obligor of the Borrowers or any other Personperson, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCBank. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBCBank, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsIndebtedness, destroys Guarantor’s 's rights of subrogation or Guarantor’s 's rights to proceed against any Obligor of the Borrowers for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor of the Borrowers in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsBorrowers' Indebtedness, whether by operation of law Sections 726, 580a or 580d of the Code of Civil Procedure as from time to time amended, or otherwise, including any rights Guarantor may have to a Section 580a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law. Guarantor waives any right to require WFBC to: Lender (iA) proceed against any Obligor to continue lending money or any to extend other Personcredit to Borrower; (iiB) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) to make any presentment or demand for performance, or give any notice of nonperformancepresentment, protest, notice of protest demand, or notice of dishonor hereunder 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 any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, Indebtedness or in connection with the creation of new or additional Obligations. loans or obligations; (bC) Guarantor waives to resort for payment or to proceed directly or at once against any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor person, including Borrower or any other Personguarantor; (iiD) the cessation to proceed directly against or limitation exhaust any collateral held by Lender from any cause whatsoeverBorrower, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officerguarantor, director, partner, agent or any other Person acting or purporting person; (E) to act on behalf give notice of the terms, time, and place of any Obligor, if it is a corporation, partnership public or private sale of personal property security held by Lender from Borrower or to comply with any other type applicable provisions of entity, or any defect in the formation of any ObligorUniform Commercial Code; (ivF) the application by to pursue any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, remedy within Lender’s power; or intended or understood by, WFBC or Guarantor; (vG) to commit any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwisekind, or which in at any way impairs or suspends time, with respect to any matter whatsoever. Guarantor also waives any and all rights or remedies defenses arising by reason of WFBC against any Obligor; (viA) any impairment of the value of any interest in any security for the Obligations “one action” or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable “anti-deficiency” law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Personlaw which may prevent Lender from bringing any action, and waives including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any benefit offoreclosure action, either judicially or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out exercise of a power of sale; (AB) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights of subrogation or Guarantor’s rights to proceed against any Obligor Borrower for reimbursement, or (B) including without limitation, any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws law limiting, qualifying qualifying, or discharging the Obligations, whether by operation of law or otherwise, including Indebtedness; (C) any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale disability or other disposition defense of Borrower, of any real property security for other guarantor, or of any portion other person, or by reason of the Obligations.cessation of Borrower’s liability from

GUARANTOR'S WAIVERS. Each Guarantor waives: (a) All statutes of limitations as a defense to any action or proceeding brought against such Guarantor waives by Administrative Agent or any Lender, to the fullest extent permitted by law; (b) Any right it may have to require WFBC to: (i) Administrative Agent or any Lender to proceed against any Obligor or any other Person; (ii) marshal assets or Borrowers, proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the termsheld from Borrowers, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; Administrative Agent's or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations.Lender's power to pursue; (bc) Guarantor waives Any defense based on any claim that such Guarantor's obligations exceed or are more burdensome than those of Borrowers; (d) Any defense to its obligations hereunder based upon or arising by reason ofon: (i) any legal disability or other defense of any Obligor or any other Person; Borrowers, (ii) the cessation any release, discharge, modification, impairment or limitation of the liability of Borrowers to Administrative Agent or any Lender from any cause whatsoevercause, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent whether consented to by Administrative Agent or any other Person acting Lender or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations arising by operation of law or otherwisefrom 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 Indebtedness, or which any part of it, or any security held for it, in any way impairs such Insolvency Proceeding; (e) Any defense based on any action taken or suspends omitted by Administrative Agent or any rights Lender in any Insolvency Proceeding involving Borrowers, including any election to have Administrative Agent's or remedies that Lender's claim allowed as being secured, partially secured or unsecured, any extension of WFBC against credit by Lender to Borrowers in any Obligor; (vi) Insolvency Proceeding, and the taking and holding by Administrative Agent or any impairment Lender of the value of any interest in any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such securityextension of credit; (f) All presentments, the release demands for performance, notices of any such security without substitutionnonperformance, or the failure to preserve the value ofprotests, or to comply with applicable law in disposing ofnotices of protest, any such security; (vii) any modification notices of the Obligationsdishonor, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice notices of acceptance of this Guaranty. Until all Obligations have been paid in fullGuaranty and of the existence, Guarantor shall have no right creation, or incurring of subrogationnew or additional indebtedness, and Guarantor waives demands and notices of every kind except for any right to enforce any remedy which WFBC now has demand or may hereafter have against any Obligor notice by Administrative Agent or any other Person, and waives any benefit of, Lender to such Guarantor expressly provided for in Section 1; (g) Any defense based on or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBC, even though defense that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether by operation of law or otherwise, including any rights Guarantor Borrowers may have to a fair market value hearing to determine the size payment or performance of a deficiency following the Indebtedness or any foreclosure sale part of it (other than indefeasible payment in full); and (h) Any defense based on or other disposition arising out of any real property security for action of Administrative Agent or any portion of the ObligationsLender described in Sections 3 or 4 above.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Lender to (ia) make any presentment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the Indebtedness, default by Borrower or any other guarantor or surety, any action or nonaction taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the creation of new or additional Indebtedness; (b) proceed against any Obligor or any other Personperson, including Borrower, before proceeding against Guarantor; (iic) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Personcollateral for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor; (iiid) 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 or other disposition of personal property security granted by any Obligor the collateral pursuant to the Uniform Commercial Code or any other Personlaw governing such sale; (ivf) take disclose any information about the Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or about any action or pursue any other remedy in WFBC’s powernonaction of Lender; or (vg) make pursue any presentment remedy or demand for performance, or give any notice course of nonperformance, protest, notice of protest or notice of dishonor hereunder or action in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Lender's power whatsoever. Guarantor also waives any defense to its obligations hereunder based upon and all rights or defenses arising by reason of: of (ih) any disability or other defense of Borrower, any Obligor other guarantor or surety or any other Personperson; (iii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other PersonIndebtedness; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (ivj) the application by any Obligor of proceeds of the proceeds of any Obligations Indebtedness by Borrower for purposes other than the purposes represented understood and intended by such Obligor to, or intended or understood by, WFBC or GuarantorGuarantor and Lender; (vk) any act of omission or omission commission by WFBC Lender which directly or indirectly results in or aids contributes to the discharge of any Obligor Borrower or any portion other guarantor or surety, or the Indebtedness, or the loss or release of the Obligations any collateral by operation of law or otherwise, or which ; (I) any statute of limitations in any way impairs action under this Guaranty or suspends any rights on the Indebtedness; or remedies of WFBC against any Obligor; (vim) any impairment modification or change in terms of the value of any interest in any security for the Obligations or any portion thereofIndebtedness, whatsoever, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment ofacceleration, 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 of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance after revocation of this GuarantyGuaranty on Indebtedness incurred prior to such revocation. Until all Obligations have been Indebtedness is paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and any defenses Guarantor may have arising out of (A) any an election of remedies by WFBC, Lender even though that election of remedies, such as a non-judicial nonjudicial foreclosure with respect to any security for any portion of the Obligationsa guaranteed obligation, destroys has destroyed Guarantor’s 's rights of subrogation and reimbursement against Borrower or Guarantor’s rights to proceed against any Obligor for reimbursementother guarantor or surety by operation of Section 580a, 580b, 580d and 726 of the California Code of Civil Procedure or (B) otherwise. This waiver includes, without limitation, any loss of rights Guarantor may suffer by reason of any rights, powers rights or remedies protections of any Obligor Borrower in connection with any anti-deficiency laws or any other laws limiting, qualifying limiting or discharging the ObligationsIndebtedness or Borrower's obligations (including, whether by operation without limitation, Sections 726, 580a, 580b, and 580d of law or otherwise, including the California Code of Civil Procedure). Guarantor waives all rights and protections of any rights kind which Guarantor may have for any reason, which would affect or limit the amount of any recovery by Lender from Guarantor following a nonjudicial sale or judicial foreclosure of any real or personal property security for the Indebtedness including, but not limited to, the right to a any fair market value hearing pursuant to determine California Code of Civil Procedure Section 580a. Guarantor understands and agrees that the size foregoing waivers are waivers of a 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 following 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 foreclosure sale right to enforce any remedy Lender may have against Borrower or any other guarantor, surety, or other disposition person, and further, Guarantor waives any right to participate in any collateral for the Indebtedness now or hereafter held by Lender. If now or hereafter (a) Borrower shall be or become insolvent, and (b) the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and relinquishes in favor of Lender and Borrower, and their respective successors, any real property security for 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 portion successor provision of the ObligationsFederal bankruptcy laws.

GUARANTOR'S WAIVERS. (a) Guarantor waives any right to require WFBC Bank to: (i) proceed against any Obligor the Borrower or any other Personperson; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor held from the Borrower or any other Personperson; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor held from the Borrower or any other Personperson; (iv) take any other action or pursue any other remedy in WFBCBank’s power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC Bank as security for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor the Borrower or any other Personperson; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations Indebtedness of the Borrower or the indebtedness of any other Personperson; (iii) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any Obligor, if it the Borrower which is a corporation, partnership or other type of entity, or any defect in the formation of any Obligorthe Borrower; (iv) the application by any Obligor the Borrower of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor the Borrower to, or intended or understood by, WFBC Bank or Guarantor; (v) any act or omission by WFBC Bank which directly or indirectly results in or aids the discharge of any Obligor the Borrower or any portion of the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Bank against any Obligorthe Borrower; (vi) any impairment of the value of any interest in any security for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the ObligationsIndebtedness, in any form whatsoever, including any modification made after revocation hereof to any Obligations Indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; or (viii) any requirement that WFBC Bank give any notice of acceptance of this Guaranty. Until all Obligations Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Bank now has or may hereafter have against any Obligor the Borrower or any other Personperson, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCBank. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBCBank, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsIndebtedness, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor the Borrower for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor the Borrower in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsBorrower’s Indebtedness, whether by operation of law Sections 726, 580a or 580d of the Code of Civil Procedure as from time to time amended, or otherwise, including any rights Guarantor may have to a Section 580a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness.

GUARANTOR'S WAIVERS. (a) Guarantor waives any right to require WFBC Creditor to: (i) make demand upon, assert claims against or proceed against any Obligor of the Debtor or any other Personperson; (ii) marshal assets or proceed against or exhaust any security granted by held from any Obligor of the Debtor or any other Personperson; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor held from the Debtor or any other Personperson; (iv) take any other action or pursue any other remedy in WFBCCreditor’s power; or (v) make any presentment or demand for performance, or give any notice of extensions, modifications or renewals of Indebtedness, any new transactions between Debtor and Creditor and/or any other Guarantor, presentment, nonperformance, protest, notice of default, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC Creditor as security for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor the Debtor or any other Personperson; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations Indebtedness of the Debtor or the indebtedness of any other Personperson; (iii) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any Obligor, if it the Debtor which is a corporation, partnership or other type of entity, or any defect in the formation of any Obligorsuch Borrower; (iv) the application by any Obligor the Debtor of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor Debtor to, or intended or understood by, WFBC Creditor or Guarantor; (v) any act or omission by WFBC Creditor which directly or indirectly results in or aids the discharge of any Obligor of the Debtor or any portion of the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Creditor against any Obligorthe Debtor; (vi) any impairment of the value of any interest in any security for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC Creditor give any notice of acceptance of this Guaranty. Until all Obligations Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Creditor now has or may hereafter have against any Obligor the Debtor or any other Personperson, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCCreditor. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBCCreditor, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsIndebtedness, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor the Debtor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor the Debtor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsDebtor’s Indebtedness, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness. (c) Guarantor WAIVES each and every right to which it may be entitled by virtue of any suretyship law, including any rights it may have pursuant to Rule 31 of the Texas Rules of Civil Procedure, §17.001 of the Texas Civil Practice and Remedies Code and Chapter 34 of the Texas Business and Commerce Code, as the same may be amended from time to time.

GUARANTOR'S WAIVERS. (a) Each Guarantor waives and agrees not to assert: (i) any right to require WFBC to: (i) any Agent or any other Lending Party to proceed against any Obligor or Borrower, any other Person; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC against any Obligor; (vi) any impairment of the value of any interest in any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Person, and waives or to pursue any benefit ofother right, remedy, power or privilege of Administrative Agent or any right to participate in, other Lending Party whatsoever; (ii) the defense of the statute of limitations in any security now action hereunder or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out for the collection or performance of the Guaranteed Obligations; (Aiii) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer defense arising by reason of any rights, powers lack of corporate or remedies of any Obligor in connection with any anti-deficiency laws other authority or any other laws limitingdefense of any Borrower, qualifying such Guarantor or discharging any other Person; (iv) any defense based upon Administrative Agent’s or any Lending Party’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set offs and counterclaims; (vi) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable Laws limiting the liability of or exonerating guarantors or sureties, or that may conflict with the terms of this Section 10.14; and (vii) any and all notice of the acceptance of this guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, whether or the reliance by operation of law Administrative Agent, Collateral Agent and the other Lending Parties upon this Guaranty, or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition exercise of any real property security right, power or privilege hereunder. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon Borrowers, each Guarantor or any portion of other Person with respect to the Guaranteed Obligations.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Lender to (iA) proceed against make any Obligor presentment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the Indebtedness, default by Borrower or any other Person; (ii) marshal assets guarantor or proceed against surety, any action or exhaust any security granted nonaction taken by any Obligor Borrower, Lender, or any other Person; (iii) give notice guarantor or surety of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) make any presentment or demand for performanceBorrower, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. Indebtedness; (bB) proceed against any person, including Borrower, before proceeding against Guarantor; (C) proceed against any collateral for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor; (D) apply any payments or proceeds received against the Indebtedness in any order; (E) disclose any information about the Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or about any action or nonaction of Lender; or (F) pursue any remedy or course of action in Lender's power whatsoever. Guarantor also waives any defense to its obligations hereunder based upon and all rights or defenses arising by reason of: of (iG) any disability or other defense of Borrower, any Obligor other guarantor or surety or any other Personperson; (iiH) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other PersonIndebtedness; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (ivI) the application by any Obligor of proceeds of the proceeds of any Obligations Indebtedness by Borrower for purposes other than the purposes represented understood and intended by such Obligor to, or intended or understood by, WFBC or GuarantorGuarantor and Lender; (vJ) any act of omission or omission commission by WFBC Lender which directly or indirectly results in or aids contributes to the discharge of any Obligor Borrower or any portion other guarantor or surety, or the Indebtedness, or the loss or release of the Obligations any collateral by operation of law or otherwise, or which ; (K) any statute of limitations in any way impairs action under this Guaranty or suspends any rights on the Indebtedness; or remedies of WFBC against any Obligor; (viL) any impairment modification or change in terms of the value of any interest in any security for the Obligations or any portion thereofIndebtedness, whatsoever, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment ofacceleration, 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 of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance after revocation of this GuarantyGuaranty on the Indebtedness incurred prior to such revocation. Until Guarantor waives all Obligations have been paid in full, Guarantor shall have no right rights of subrogation, reimbursement, indemnification, and Guarantor waives contribution and any right to enforce any remedy which WFBC now has other rights and defenses that are or may hereafter have against any Obligor or any other Personbecome available to Guarantor by reason of California Civil Code Sections 2787 to 2855, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCinclusive. Guarantor further waives all rights and any defenses Guarantor may have arising out of (A) any an election of remedies by WFBC, Lender even though that the election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligationsa guaranteed obligation, destroys has destroyed Guarantor’s 's rights of subrogation or Guarantor’s rights to proceed and reimbursement against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether Borrower by operation of law Section 580d of the California Code of Civil Procedure or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the Obligations.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Lender (iA) proceed against any Obligor to continue lending money or any to extend other Personcredit to Borrower; (iiB) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) to make any presentment or demand for performance, or give any notice of nonperformancepresentment, protest, notice of protest demand, or notice of dishonor hereunder 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 any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, Indebtedness or in connection with the creation of new or additional Obligations. loans or obligations; (bC) Guarantor waives to resort for payment or to proceed directly or at once against any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor person, including Borrower or any other Personguarantor; (iiD) the cessation to proceed directly against or limitation exhaust any collateral held by Lxxxxx from any cause whatsoeverBorrower, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officerguarantor, director, partner, agent or any other Person acting or purporting person; (E) to act on behalf give notice of the terms, time, and place of any Obligor, if it is a corporation, partnership public or private sale of personal property security held by Lxxxxx from Borrower or to comply with any other type applicable provisions of entity, or any defect in the formation of any ObligorUniform Commercial Code; (ivF) the application by to pursue any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, remedy within Lender’s power; or intended or understood by, WFBC or Guarantor; (vG) to commit any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwisekind, or which in at any way impairs time, with respect to any matter whatsoever. Guarantor also waives any and all rights or suspends defenses based on suretyship or impairment of collateral including, but not limited to, any rights or remedies defenses arising by reason of WFBC against any Obligor; (viA) any impairment of the value of any interest in any security for the Obligations “one action” or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable “anti-deficiency” law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Personlaw which may prevent Lender from bringing any action, and waives including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any benefit offoreclosure action, either judicially or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out exercise of a power of sale; (AB) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, Lxxxxx which destroys or otherwise adversely affects Guarantor’s subrogation rights of subrogation or Guarantor’s rights to proceed against any Obligor Borrower for reimbursement, or (B) including without limitation, any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws law limiting, qualifying qualifying, or discharging the ObligationsIndebtedness; (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 by operation of law voluntarily or otherwise, including or by any rights 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 may have further waives and agrees not to a fair market value hearing assert or claim at any time any deductions to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security amount guaranteed under this Guaranty for any portion claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the ObligationsBorrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. (a) Guarantor waives any right to require WFBC Bank to: (i) proceed against any Obligor Borrower or any other Personperson; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor security, if any, held from Borrower or any other Personperson; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor security, if any, held from Borrower or any other Personperson; (iv) take any other action or pursue any other remedy in WFBC’s Bank's power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC Bank as security security, if any, for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor Borrower or any other Personperson; (ii) the cessation or limitation from any cause whatsoever, other than than, in the case of clauses (i) and (ii) payment in full, of the Obligations Indebtedness of Borrower or the indebtedness of any other Personperson; (iii) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any Obligor, if it Borrower which is a corporation, partnership or other type of entity, or any defect in the formation of any ObligorBorrower; (iv) the application by any Obligor Borrower of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor Borrower to, or intended or understood by, WFBC Bank or Guarantor; (v) any act or omission by WFBC Bank which directly or indirectly results in or aids the discharge of any Obligor Borrower or any portion of the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Bank against any ObligorBorrower; (vi) any impairment of the value of any interest in any security security, if any, for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the ObligationsIndebtedness, in any form whatsoever, including any modification made after revocation hereof to any Obligations Indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; or (viii) any requirement that WFBC Bank give any notice of acceptance of this Guaranty. Until all Obligations Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Bank now has or may hereafter have against any Obligor Borrower or any other Personperson, and waives any benefit of, or any right to participate in, any security security, if any, now or hereafter held by WFBCBank. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBCBank, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsIndebtedness, destroys Guarantor’s 's rights of subrogation or Guarantor’s 's rights to proceed against any Obligor Borrower for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor Borrower in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsBorrower's Indebtedness, whether by operation of law Sections 726, 580a or 580d of the Code of Civil Procedure as from time to time amended, or otherwise, including any rights Guarantor may have to a Section 580a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security security, if any, for any portion of the ObligationsIndebtedness.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Lender to (iA) make any presentment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the Indebtedness, default by Borrower or any other guarantor or surety, any action or nonaction taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the creation of new or additional Indebtedness; (B) proceed against any Obligor or any other Personperson, including Borrower, before proceedings against Guarantor; (iiC) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Personcollateral for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor; (iiiD) 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 or other disposition of personal property security granted by any Obligor the collateral pursuant to the Uniform Commercial Code or any other Personlaw governing such sale; (ivF) take disclose any information about the Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or about any action or pursue any other remedy in WFBC’s powernonaction of Lender; or (vG) make pursue any presentment remedy or demand for performance, or give any notice course of nonperformance, protest, notice of protest or notice of dishonor hereunder or action in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Lender's power whatsoever. Guarantor also waives any defense to its obligations hereunder based upon and all rights or defenses arising by reason of: of (iH) any disability or other defense of Borrower, any Obligor other guarantor or surety or any other Personperson; (iiI) the cessation or limitation from any cause whatsoever, other others than payment in full, of the Obligations or the indebtedness of any other PersonIndebtedness; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (ivJ) the application by any Obligor of proceeds of the proceeds of any Obligations Indebtedness by Borrower for purposes other than the purposes represented understood and intended by such Obligor to, or intended or understood by, WFBC or GuarantorGuarantor and Lender; (vK) any act or omission or commission by WFBC lender which directly or indirectly results in or aids contributes to the discharge of any Obligor Borrower or any portion other guarantor or surety, or the Indebtedness, or the loss or release of the Obligations any collateral by operation of law or otherwise, or which ; (L) any statute of limitations in any way impairs action under this Guaranty or suspends any rights on the Indebtedness; or remedies of WFBC against any Obligor; (viM) any impairment modification or change in terms of the value of any interest in any security for the Obligations or any portion thereofIndebtedness, whatsoever, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment ofacceleration, or other change in the time and that payment of the Indebtedness is due and any change in the interest rate, and including any such modification or change in terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance after revocation of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right Guaranty on Indebtedness incurred prior to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCsuch revocation. Guarantor further waives all rights and any defenses Guarantor may have arising out of (A) any an election of remedies by WFBC, Lender even though that the election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligationsa guaranteed obligation, destroys has destroyed Guarantor’s 's rights of subrogation or Guarantor’s rights to proceed and reimbursement against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether Borrower by operation of law Section 580d of the California Code of Civil Procedure or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the Obligations.

GUARANTOR'S WAIVERS. Each Subsidiary Guarantor hereby waives and agrees not to assert: (ai) Guarantor waives any right to require WFBC to: (i) Administrative Agent or any Lending Party to proceed against any Obligor or Borrower, any other Person; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC against any Obligor; (vi) any impairment of the value of any interest in any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Person, and waives or to pursue any benefit ofother right, remedy, power or privilege of Administrative Agent or any right Lending Party whatsoever; (ii) the defense of the statute of limitations in any action hereunder or for the collection or performance of the Guaranteed Obligations (and in this regard that the performance of any act or any payment which tolls any statute of limitations applicable to participate in, Obligations under any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out of the Loan Documents will similarly operate to toll the statute of limitations applicable to each such Subsidiary Guarantor’s liability hereunder); (Aiii) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer defense arising by reason of any rights, powers lack of corporate or remedies of any Obligor in connection with any anti-deficiency laws other authority or any other laws limitingdefense of any Borrower, qualifying such Subsidiary Guarantor or discharging any other Person (other than payment in full of the Guaranteed Obligations); (iv) any defense based upon Administrative Agent’s or any Lending Party’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vi) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or that may conflict with the terms of this Section 10.15; and (vii) any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, whether or the reliance by operation of law Administrative Agent and the Lending Parties upon this Guaranty, or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition exercise of any real property security right, power or privilege hereunder. The Guaranteed Obligations will conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each Subsidiary Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon any portion of Borrower, any Guarantor or any other Person with respect to the Guaranteed Obligations.

GUARANTOR'S WAIVERS. (a) 6.1 Guarantor waives any right to require WFBC Bank to: (ia) proceed against any Obligor of the Borrowers or any other Personperson; (iib) marshal assets or proceed against or exhaust any security granted by held from any Obligor of the Borrowers or any other Personperson; (iiic) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by held from any Obligor of the Borrowers or any other Personperson; (ivd) take any other action or pursue any other remedy in WFBCBank’s power; or (ve) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC Bank as security for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. (b) 6.2 Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (ia) any disability or other defense of any Obligor of the Borrowers or any other Personperson; (iib) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness Indebtedness of any of the Borrowers or any other Personperson; (iiic) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any Obligor, if it of the Borrowers which is a corporation, partnership or other type of entity, or any defect in the formation of any Obligorsuch Borrower; (ivd) the application by any Obligor of the Borrowers of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor Borrowers to, or intended or understood by, WFBC Bank or Guarantor; (ve) any act or omission by WFBC Bank which directly or indirectly results in or aids the discharge of any Obligor of the Borrowers or any portion of the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Bank against any Obligorof the Borrowers; (vif) any impairment of the value of any interest in any security for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (viig) any modification of the ObligationsIndebtedness, in any form whatsoever, including any modification made after revocation hereof to any Obligations indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; or (viiih) any requirement that WFBC Bank give any notice of acceptance of this Guaranty. Until all Obligations Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Bank now has or may hereafter have against any Obligor of the Borrowers or any other Personperson, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCBank. Guarantor further waives all rights and defenses Guarantor may have arising out of (Ai) any election of remedies by WFBCBank, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsIndebtedness, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor of the Borrowers for reimbursement, or (Bii) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor of the Borrowers in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsBorrowers’ Indebtedness, whether by operation of law Sections 726, 580a or 580d of the Code of Civil Procedure as from time to time amended, or otherwise, including any rights Guarantor may have to a Section 580a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness.

GUARANTOR'S WAIVERS. Guarantor waives: (a) All statutes of limitations as a defense to any action or proceeding brought against Guarantor waives by Agent or any Lender, to the fullest extent permitted by law; (b) Any right it may have to require WFBC to: (i) Agent or any Lender to proceed against any Obligor or any other Person; (ii) marshal assets or Borrower, proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the termsheld from Borrower, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; Agent's or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations.Lender's power to pursue; (bc) Guarantor waives Any defense based on any claim that Guarantor's obligations exceed or are more burdensome than those of Borrower; (d) Any defense to its obligations hereunder based upon or arising by reason ofon: (i) any legal disability or other defense of any Obligor or any other Person; Borrower, (ii) the cessation any release, discharge, modification, impairment or limitation of the liability of Borrower to Agent or any Lender from any cause whatsoevercause, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent whether consented to by Agent or any other Person acting Lender or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations arising by operation of law or otherwisefrom 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 Indebtedness, or which any part of it, or any security held for it, in any way impairs such Insolvency Proceeding; (e) Any defense based on any action taken or suspends omitted by Agent or any rights Lender in any Insolvency Proceeding involving Borrower, including any election to have Agent's or remedies that Lender's claim allowed as being secured, partially secured or unsecured, any extension of WFBC against credit by Lender to Borrower in any Obligor; (vi) Insolvency Proceeding, and the taking and holding by Agent or any impairment Lender of the value of any interest in any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such securityextension of credit; (f) All presentments, the release demands for performance, notices of any such security without substitutionnonperformance, or the failure to preserve the value ofprotests, or to comply with applicable law in disposing ofnotices of protest, any such security; (vii) any modification notices of the Obligationsdishonor, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice notices of acceptance of this Guaranty. Until all Obligations have been paid in fullGuaranty and of the existence, Guarantor shall have no right creation, or incurring of subrogationnew or additional indebtedness, and Guarantor waives demands and notices of every kind except for any right to enforce any remedy which WFBC now has demand or may hereafter have against any Obligor notice by Agent or any other Person, and waives any benefit of, Lender to Guarantor expressly provided for in Section 1; (g) Any defense based on or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBC, even though defense that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether by operation of law or otherwise, including any rights Guarantor Borrower may have to a fair market value hearing to determine the size payment or performance of a deficiency following the Indebtedness or any foreclosure sale part of it; and (h) Any defense based on or other disposition arising out of any real property security for action of Agent or any portion of the ObligationsLender described in Sections 3 or 4 above.

GUARANTOR'S WAIVERS. (a) 6.1 Guarantor waives any right to require WFBC Xxxxx Fargo to: (i) proceed against any Obligor Company or any other Personperson; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor Company or any other Personperson; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor Company or any other Personperson; (iv) take any other action or pursue any other remedy in WFBCXxxxx Fargo’s power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC Xxxxx Fargo as security for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. (b) 6.2 Guarantor waives any defense to its obligations hereunder (other than payment in full of the Indebtedness, other than contingent indemnification obligations for which no claim has been asserted) based upon or arising by reason of: (i) any disability or other defense of any Obligor Company or any other Personperson; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any Indebtedness, other Personthan contingent indemnification obligations for which no claim has been asserted; (iii) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any ObligorCompany, if it is a corporation, partnership or other type of entity, or any defect in the formation of any ObligorCompany; (iv) the application by any Obligor Company of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor Company to, or intended or understood by, WFBC Xxxxx Fargo or Guarantor; (v) any act or omission by WFBC Xxxxx Fargo which directly or indirectly results in or aids the discharge of any Obligor Company or any portion of the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Xxxxx Fargo against Company, provided, that any Obligorsuch act or omission is not the product of Xxxxx Fargo’s gross negligence, bad faith or willful misconduct; (vi) any impairment of the value of any interest in any security for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the ObligationsIndebtedness, in any form whatsoever, including any modification made after revocation hereof to any Obligations Indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; or (viii) any requirement that WFBC Xxxxx Fargo give any notice of acceptance of this Guaranty. Until all Obligations have Indebtedness has been paid in fullfull (other than contingent indemnification obligations for which no cliam has been asserted), Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Xxxxx Fargo now has or may hereafter have against any Obligor Company or any other Personperson, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCXxxxx Fargo. Guarantor further waives all rights and defenses Guarantor may have (other than payment in full of the Indebtedness) arising out of (A) any election of remedies by WFBCXxxxx Fargo, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsIndebtedness, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor Company for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor Company in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsCompany’s Indebtedness, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness.

GUARANTOR'S WAIVERS. Guarantor waives: (a) Any right Guarantor waives any right may have to require WFBC to: (i) Agent or Lenders to proceed against any Obligor or any other Person; (ii) marshal assets or Borrower, proceed against or exhaust any security granted by held from any Obligor or any other Person; (iii) give notice of the termsBorrower, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; Agent's or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations.Lender's power to pursue; (b) Guarantor waives Any defense based on any claim that Guarantor's obligations exceed or are more burdensome than those of any Borrower; (c) Any defense to its obligations hereunder based upon or arising by reason ofon: (i) any legal disability or other defense of any Obligor or any other Person; Borrower, (ii) the cessation any release, discharge, modification, impairment or limitation of the liability of any Borrower to any Lender from any cause whatsoevercause, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting whether consented to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, Lender or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations arising by operation of law or otherwisefrom 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 Loan, or which any part of it, or any security held for it, in any way impairs such Insolvency Proceeding; (d) Any defense based on any action taken or suspends omitted by any rights Lender in any Insolvency Proceeding involving either or remedies both Borrowers, including any election to have any Lender's claims allowed as being secured, partially secured or unsecured, any extension of WFBC against credit by any Obligor; (vi) Lender to any impairment Borrower in any Insolvency Proceeding, and the taking and holding by Agent or any Lender of the value of any interest in any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such securityextension of credit; (e) All presentments, the release demands for performance, notices of any such security without substitutionnonperformance, or the failure to preserve the value ofprotests, or to comply with applicable law in disposing ofnotices of protest, any such security; (vii) any modification notices of the Obligationsdishonor, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice notices of acceptance of this Guaranty. Until all Obligations Guaranty and of the existence, creation or incurring of new or additional indebtedness, and demands and notices of every kind; (f) Any defense based on or arising out of any defense that any Borrower may have to the payment or performance of the Loan or any part of it, other than the defense that the Loan has been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has ; and (g) Any defense based on or may hereafter have against any Obligor or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election action of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws Agent or any other laws limiting, qualifying or discharging the Obligations, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsLender described in SECTIONS 3 OR 4 above.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Lender to (iA) make any presentment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the Indebtedness, default by Borrower or any other guarantor or surety, any action or nonaction taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the creation of new or additional Indebtedness; (B) proceed against any Obligor or any other Personperson, including Borrower, before proceeding against Guarantor; (iiC) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Personcollateral for the Indebtedness, including Bxxxxxxx’s collateral, before proceeding against Guarantor; (iiiD) 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 or other disposition of personal property security granted by any Obligor the collateral pursuant to the Uniform Commercial Code or any other Personlaw governing such sale; (ivF) take disclose any information about the Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or about any action or pursue any other remedy in WFBC’s powernonaction of Lender; or (vG) make pursue any presentment remedy or demand for performance, or give any notice course of nonperformance, protest, notice of protest or notice of dishonor hereunder or action in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Lxxxxx’s power whatsoever. Guarantor also waives any defense to its obligations hereunder based upon and all rights or defenses arising by reason of: of (iH) any disability or other defense of Borrower, any Obligor other guarantor or surety or any other Personperson; (iiI) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other PersonIndebtedness; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (ivJ) the application by any Obligor of proceeds of the proceeds of any Obligations Indebtedness by Borrower for purposes other than the purposes represented understood and intended by such Obligor to, or intended or understood by, WFBC or GuarantorGuarantor and Lender; (vK) any act of omission or omission commission by WFBC Lender which directly or indirectly results in or aids contributes to the discharge of any Obligor Borrower or any portion other guarantor or surety, or the Indebtedness, or the loss or release of the Obligations any collateral by operation of law or otherwise, or which ; (L) any statute of limitations in any way impairs action under this Guaranty or suspends any rights on the Indebtedness; or remedies of WFBC against any Obligor; (viM) any impairment modification or change in terms of the value of any interest in any security for the Obligations or any portion thereofIndebtedness, whatsoever, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment ofacceleration, 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 of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance after revocation of this GuarantyGuaranty on the Indebtedness incurred prior to such revocation. Until Guarantor waives all Obligations have been paid in full, Guarantor shall have no right rights of subrogation, reimbursement, indemnification, and Guarantor waives contribution and any right to enforce any remedy which WFBC now has other rights and defenses that are or may hereafter have against any Obligor or any other Personbecome available to Guarantor by reason of California Civil Code Sections 2787 to 2855, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCinclusive. Guarantor further waives all rights and any defenses Guarantor may have arising out of (A) any an election of remedies by WFBC, Lxxxxx even though that the election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligationsa guaranteed obligation, destroys has destroyed Guarantor’s rights of subrogation or Guarantor’s rights to proceed and reimbursement against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether Borrower by operation of law Section 580d of the California Code of Civil Procedure or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the Obligations.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Lender (iA) proceed against any Obligor to continue lending money or any to extend other Personcredit to Borrower; (iiB) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) to make any presentment or demand for performance, or give any notice of nonperformancepresentment, protest, notice of protest demand, or notice of dishonor hereunder 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 any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, Indebtedness or in connection with the creation of new or additional Obligations. loans or obligations; (bC) Guarantor waives to resort for payment or to proceed directly or at once against any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor person, including Borrower or any other Personguarantor; (iiD) the cessation to proceed directly against or limitation exhaust any collateral held by Xxxxxx from any cause whatsoeverBorrower, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officerguarantor, director, partner, agent or any other Person acting or purporting person; (E) to act on behalf give notice of the terms, time, and place of any Obligor, if it is a corporation, partnership public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other type applicable provisions of entity, or any defect in the formation of any ObligorUniform Commercial Code; (ivF) the application by to pursue any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, remedy within Lender’s power; or intended or understood by, WFBC or Guarantor; (vG) to commit any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwisekind, or which in at any way impairs time, with respect to any matter whatsoever. Guarantor also waives any and all rights or suspends defenses based on suretyship or impairment of collateral including, but not limited to, any rights or remedies defenses arising by reason of WFBC against any Obligor; (viA) any impairment of the value of any interest in any security for the Obligations “one action” or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable “anti-deficiency” law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Personlaw which may prevent Lender from bringing any action, and waives including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any benefit offoreclosure action, either judicially or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out exercise of a power of sale; (AB) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, Xxxxxx which destroys or otherwise adversely affects Guarantor’s subrogation rights of subrogation or Guarantor’s rights to proceed against any Obligor Borrower for reimbursement, or (B) including without limitation, any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws law limiting, qualifying qualifying, or discharging the ObligationsIndebtedness; (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 by operation of law voluntarily or otherwise, including or by any rights 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 may have further waives and agrees not to a fair market value hearing assert or claim at any time any deductions to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security amount guaranteed under this Guaranty for any portion claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the ObligationsBorrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Buyer to (a) make any presentment, protest, demand, or notice of any kind, including notice of (i) any extension, modification, renewal, or amendment of the terms of the Factoring Agreement or any other Related Document, (ii) any notice of change of any terms of repayment of the Indebtedness, (iii) any default by Seller or any other guarantor of surety, (iv) any action or nonaction taken by Seller, Buyer, or any other guarantor or surety of Seller, or (v) the creation of new or additional Indebtedness; (b) proceed against any Obligor or any other Personperson, including Seller, before proceeding against Guarantor; (iic) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Personcollateral for the Indebtedness, including Seller's collateral, before proceeding against Guarantor; (iiid) apply any payments or proceeds against the Indebtedness in any order; (e) give notice of the terms, time time, and place of any public or private sale or other disposition of personal property security granted by any Obligor the collateral pursuant to the Uniform Commercial Code or any other Personlaw governing such sale; (iv) take disclose any information about the Indebtedness, the Seller, the collateral, or any other guarantor or surety, or about any action or pursue any other remedy in WFBC’s powernonaction of Buyer; or (vg) make pursue any presentment remedy or demand for performance, or give any notice course of nonperformance, protest, notice of protest or notice of dishonor hereunder or action in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Buyer's power whatsoever. Guarantor also waives any defense to its obligations hereunder based upon and rights or defenses arising by reason of: of (ih) any disability or other defense of Seller, any Obligor other guarantor or surety or any other Personperson; (iii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other PersonIndebtedness; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (ivj) the application by any Obligor of proceeds of the proceeds of any Obligations Indebtedness by Seller for purposes other than the purposes represented understood and intended by such Obligor toGuarantor and Buyer, or intended or understood by, WFBC or Guarantor; (vk) any act of omission or omission commission by WFBC Buyer which directly or indirectly results in or aids contributes to the discharge of any Obligor Seller or any portion other guarantor or surety; or the Indebtedness, or the loss or release of the Obligations any collateral by operation of law or otherwise, or which ; (l) any statute of limitations in any way impairs under this Guaranty or suspends any rights on the Indebtedness; or remedies of WFBC against any Obligor; (vim) any impairment modification or change in terms of the value of any interest in any security for the Obligations or any portion thereofIndebtedness, whatsoever, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment ofacceleration, or other change in the terms oftime payment of the Indebtedness is due and any change in the finance charges (interest rate, the Obligations or any portion thereof; or (viiiif any) any requirement that WFBC give any notice of acceptance of this Guarantyand other charges. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses defense Guarantor may have arising out of (A) based upon any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, Buyer which limits or destroys Guarantor’s rights of 's subrogation rights, if any, or Guarantor’s rights 's rights, if any, to proceed against seek reimbursement from Seller or any Obligor for reimbursementother guarantor or surety, or (B) including, without limitation, any loss of rights Guarantor may suffer by reason of any rights, powers rights or remedies protections of any Obligor Seller in connection with any anti-deficiency laws or any other laws limiting, qualifying limiting or discharging the ObligationsIndebtedness or Seller's obligations (including, whether without limitation, Sections 726,580a 580b, and 580d of the California Code of Civil Procedure). Guarantor waives any right to enforce any remedy Buyer may have against Seller or any guarantor, surety, or other person, and further, Guarantor waives any right to participate in any collateral for the Indebtedness now or hereafter held by operation Buyer. Without limiting the generality of any of the foregoing paragraphs, Guarantor expressly waives the benefit of California Civil Code Sections 2809, 2810, 2839, 2845, 2848, 2849, 2850, 2899, and 3433, and other statutes of similar effect. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above and in the immediately succeeding paragraph, is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or otherwisepublic policy, including any rights Guarantor may have such waiver shall be effective only to a fair market value hearing to determine the size of a deficiency following any foreclosure sale extent permitted by law or other disposition of any real property security for any portion of the Obligationspublic policy.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Lender to (ia) make any presentment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the Indebtedness, default by Borrower or any other guarantor or surety, any action or nonaction taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the creation of new or additional Indebtedness; (b) proceed against any Obligor or any other Personperson, including Borrower, before proceeding against Guarantor; (iic) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Personcollateral for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor; (iiid) 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 or other disposition of personal property security granted by any Obligor the collateral pursuant to the Uniform Commercial Code or any other Personlaw governing such sale; (ivf) take disclose any information about the Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or about any action or pursue any other remedy in WFBC’s powernonaction of Lender; or (vg) make pursue any presentment remedy or demand for performance, or give any notice course of nonperformance, protest, notice of protest or notice of dishonor hereunder or action in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Lender's power whatsoever. Guarantor also waives any defense to its obligations hereunder based upon and all rights or defenses arising by reason of: of (ih) any disability or other defense of Borrower, any Obligor other guarantor or surety or any other Personperson; (iii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other PersonIndebtedness; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (ivj) the application by any Obligor of proceeds of the proceeds of any Obligations Indebtedness by Borrower for purposes other than the purposes represented understood and intended by such Obligor to, or intended or understood by, WFBC or GuarantorGuarantor and Lender; (vk) any act of omission or omission commission by WFBC Lender which directly or indirectly results in or aids contributes to the discharge of any Obligor Borrower or any portion other guarantor or surety, or the Indebtedness, or the loss or release of the Obligations any collateral by operation of law or otherwise, or which ; (l) any statute of limitations in any way impairs action under this Guaranty or suspends any rights on the Indebtedness; or remedies of WFBC against any Obligor; (vim) any impairment modification or change in terms of the value of any interest in any security for the Obligations or any portion thereofIndebtedness, whatsoever, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment ofacceleration, 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 of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance after revocation of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right Guaranty on Indebtedness incurred prior to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCsuch revocation. Guarantor further waives all rights and any defenses Guarantor may have arising out of (A) any an election of remedies by WFBC, Lender even though that election of remedies, such as a non-judicial nonjudicial foreclosure with respect to any security for any portion of the Obligationsa guaranteed obligation, destroys has destroyed Guarantor’s 's rights of subrogation or Guarantor’s rights to proceed and reimbursement against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether Borrower by operation of law Section 580d of the California Code of Civil Procedure or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the Obligations.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Lender to (iA) make any presentment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the Indebtedness, default by Borrower or any other guarantor or surety, any action or nonaction taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the creation of new or additional Indebtedness; (B) proceed against any Obligor or any other Personperson, including Borrower, before proceeding against Guarantor; (iiC) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Personcollateral for the Indebtedness, including Xxxxxxxx’s collateral, before proceeding against Guarantor; (iiiD) 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 or other disposition of personal property security granted by any Obligor the collateral pursuant to the Uniform Commercial Code or any other Personlaw governing such sale; (ivF) take disclose any information about the Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or about any action or pursue any other remedy in WFBC’s powernonaction of Lender; or (vG) make pursue any presentment remedy or demand for performance, or give any notice course of nonperformance, protest, notice of protest or notice of dishonor hereunder or action in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Xxxxxx’s power whatsoever. Guarantor also waives any defense to its obligations hereunder based upon and all rights or defenses arising by reason of: of (iH) any disability or other defense of Borrower, any Obligor other guarantor or surety or any other Personperson; (iiI) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other PersonIndebtedness; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (ivJ) the application by any Obligor of proceeds of the proceeds of any Obligations Indebtedness by Borrower for purposes other than the purposes represented understood and intended by such Obligor to, or intended or understood by, WFBC or GuarantorGuarantor and Lender; (vK) any act of omission or omission commission by WFBC Lender which directly or indirectly results in or aids contributes to the discharge of any Obligor Borrower or any portion other guarantor or surety, or the Indebtedness, or the loss or release of the Obligations any collateral by operation of law or otherwise, or which ; (L) any statute of limitations in any way impairs action under this Guaranty or suspends any rights on the Indebtedness; or remedies of WFBC against any Obligor; (viM) any impairment modification or change in terms of the value of any interest in any security for the Obligations or any portion thereofIndebtedness, whatsoever, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment ofacceleration, 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 of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance after revocation of this GuarantyGuaranty on the Indebtedness incurred prior to such revocation. Until Guarantor waives all Obligations have been paid in full, Guarantor shall have no right rights of subrogation, reimbursement, indemnification, and Guarantor waives contribution and any right to enforce any remedy which WFBC now has other rights and defenses that are or may hereafter have against any Obligor or any other Personbecome available to Guarantor by reason of California Civil Code Sections 2787 to 2855, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCinclusive. Guarantor further waives all rights and any defenses Guarantor may have arising out of (A) any an election of remedies by WFBC, Xxxxxx even though that the election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligationsa guaranteed obligation, destroys has destroyed Guarantor’s rights of subrogation or Guarantor’s rights to proceed and reimbursement against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether Borrower by operation of law Section 580d of the California Code of Civil Procedure or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the Obligations.

GUARANTOR'S WAIVERS. (a) Each Guarantor waives and agrees not to assert: (i) any right to require WFBC to: (i) proceed against any Obligor Administrative Agent or any other Person; (ii) marshal assets or Lending Party to proceed against or exhaust any security granted by any Obligor or Borrowers, any other Person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC against any Obligor; (vi) any impairment of the value of any interest in any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Person, and waives or to pursue any benefit ofother right, remedy, power or privilege of Administrative Agent or any right to participate in, other Lending Party whatsoever; (ii) the defense of the statute of limitations in any security now action hereunder or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out for the collection or performance of the Guaranteed Obligations; (Aiii) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer defense arising by reason of any rights, powers lack of corporate or remedies of any Obligor in connection with any anti-deficiency laws other authority or any other laws limitingdefense of Borrowers, qualifying such Guarantor or discharging any other Person; (iv) any defense based upon Administrative Agent’s or any Lending Party’s errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vi) without limiting the generality of the foregoing, to the fullest extent permitted by Laws, any defenses or benefits that may be derived from or afforded by applicable Laws limiting the liability of or exonerating guarantors or sureties, or that may conflict with the terms of this Section 10.14; and (vii) any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, whether or the reliance by operation of law Administrative Agent and the other Lending Parties upon this Guaranty, or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition exercise of any real property security right, power or privilege hereunder. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon Borrowers, each Guarantor or any portion of other Person with respect to the Guaranteed Obligations.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Lender (iA) proceed against any Obligor to continue lending money or any to extend other Personcredit to Borrower; (iiB) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) to make any presentment or demand for performance, or give any notice of nonperformancepresentment, protest, notice of protest demand, or notice of dishonor hereunder 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 any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, Indebtedness or in connection with the creation of new or additional Obligations. loans or obligations; (bC) Guarantor waives to resort for payment or to proceed directly or at once against any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor person, including Borrower or any other Personguarantor; (iiD) the cessation to proceed directly against or limitation exhaust any collateral held by Xxxxxx from any cause whatsoeverBorrower, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officerguarantor, director, partner, agent or any other Person acting or purporting person; (E) to act on behalf give notice of the terms, time, and place of any Obligor, if it is a corporation, partnership public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other type applicable provisions of entity, or any defect in the formation of any ObligorUniform Commercial Code; (ivF) the application by to pursue any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, remedy within Lender's power; or intended or understood by, WFBC or Guarantor; (vG) to commit any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwisekind, or which in at any way impairs time, with respect to any matter whatsoever. Guarantor also waives any and all rights or suspends defenses based on suretyship or impairment of collateral including, but not limited to, any rights or remedies defenses arising by reason of WFBC against any Obligor; (viA) any impairment of the value of any interest in any security for the Obligations "one action" or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable "anti-deficiency" law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Personlaw which may prevent Lender from bringing any action, and waives including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any benefit offoreclosure action, either judicially or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out exercise of a power of sale; (AB) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, Xxxxxx which destroys or otherwise adversely affects Guarantor’s 's subrogation rights of subrogation or Guarantor’s 's rights to proceed against any Obligor Borrower for reimbursement, or (B) including without limitation, any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws law limiting, qualifying qualifying, or discharging the ObligationsIndebtedness; (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 by operation of law voluntarily or otherwise, including or by any rights 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 may have further waives and agrees not to a fair market value hearing assert or claim at any time any deductions to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security amount guaranteed under this Guaranty for any portion claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the ObligationsBorrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. (a) Guarantor waives waives: 5.1 All statutes of limitations as a defense to any action or proceeding brought against Guarantor by Manager, to the fullest extent permitted by law; 5.2 Any right it may have to require WFBC to: (i) Manager to proceed against any Obligor or any other Person; (ii) marshal assets or Lennar Concord, proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the termsheld from Lennar Concord, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBCManager’s powerpower to pursue; 5.3 Any defense based on any claim that Guarantor’s obligations exceed or are more burdensome than those of Lennar Concord; 5.4 Any defense based on: (a) any legal disability of Lennar Concord or the invalidity, illegality or unenforceability of the Obligations or any part thereof or any impossibility of performance of the Obligations; (b) any release, discharge, modification, impairment or limitation of the liability of Lennar Concord to Manager from any cause, whether consented to by Manager 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, including any proceeding under the Bankruptcy Reform Act of 1978, as amended or recodified (the “Bankruptcy Code”), or under any other present or future state or federal law regarding bankruptcy, reorganization or other relief to debtors (any such proceeding referred to as an “Insolvency Proceeding”); or (vc) make any presentment rejection or demand disaffirmance of the Obligations, or any part of any of them, or any security held for any of them, in any such Insolvency Proceeding; 5.5 Any defense based on any action taken or omitted by Manager in any Insolvency Proceeding involving Lennar Concord, including any election to have Manager’s claim allowed as being secured, partially secured or unsecured, any extension of credit by Manager to Lennar Concord in any Insolvency Proceeding, and the taking and holding by Manager of any security for any such extension of credit; 5.6 All presentments, demands for performance, or give any notice notices of nonperformance, protests, notices of protest, notice notices of protest or notice intention to accelerate, notices of dishonor hereunder or in connection with any obligations or evidences acceleration, notices of indebtedness held by WFBC as security for or which constitute in whole or in part default, notices of dishonor, notices of acceptance of this Guaranty and of the Obligations guaranteed hereunderexistence, creation, or in connection with the creation incurring of new or additional Obligations.indebtedness, and demands and notices of every kind, except for any demand or notice by Manager to Guarantor expressly provided for in Section 1 above; (b) Guarantor waives 5.7 Any defense based on or arising out of any defense that Lennar Concord may have to its obligations hereunder based upon the payment or arising by reason of: (i) any disability or other defense of any Obligor or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, performance of the Obligations or the indebtedness any part of any other Person; (iii) them; 5.8 Any defense based on any lack of authority of any officerthe officers, directordirectors, partnerpartners, agent members, or any other Person agents acting or purporting to act on behalf of Lennar Concord or any Obligor, if it is a corporation, partnership or other type principal of entity, Lennar Concord or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor Lennar Concord or any portion principal of the Obligations by operation of law Lennar Concord; and 5.9 Any defense based on or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC against any Obligor; (vi) any impairment of the value of any interest in any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election action of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation Manager described in Section 3 or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsSection 4 above.

GUARANTOR'S WAIVERS. Each Guarantor waives, to the fullest extent permitted by law: (a) all statutes of limitations as a defense to any action or proceeding brought against such Guarantor waives by the Guaranteed and Secured Parties; (b) any right it may have to require WFBC to: (i) the Guaranteed and Secured Parties to proceed against any Obligor a Borrower or any other Person; (ii) marshal assets or Guarantor, proceed against or exhaust any security granted by any Obligor held from a Borrower or any other Person; (iii) give notice of the termsGuarantor, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s powerthe Guaranteed and Secured Parties’ power to pursue; or (vc) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Guarantor waives any defense to its based on any claim that such Guarantor’s obligations hereunder exceed or are more burdensome than those of a Borrower or any other Guarantor; (d) any defense based upon or arising by reason ofon: (i) any legal disability or other defense of any Obligor a Borrower or any other Person; Guarantor, (ii) the cessation 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 whatsoevercause, other than payment in full, of whether consented to by the Obligations Guaranteed and Secured Parties or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations arising by operation of law or otherwisefrom any Debtor Relief Laws and (iii) any rejection or disaffirmance of the Guaranteed Obligations, or which 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 way impairs Debtor Relief Law proceeding involving a Borrower or suspends any rights or remedies of WFBC against Guarantor, including any Obligor; (vi) any impairment election to have the claims of the value Guaranteed and Secured Parties allowed as being secured, partially secured or unsecured, any extension of credit by the Guaranteed and Secured Parties to a Borrower or any interest Guarantor in any such proceeding, and the taking and holding by Agent or any Lender of any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release extension of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such securitycredit; (viif) any modification all presentments, demands for performance, notice of the Obligationsintention to accelerate, in any form whatsoevernotice of acceleration, including any modification made after revocation hereof to any Obligations incurred prior to such revocationnotices of nonperformance, and including without limitation the renewalprotests, extensionnotices of protest, acceleration or other change in time for payment ofnotices of dishonor, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice notices of acceptance of this Guaranty. Until all Obligations have been paid in fullGuaranty and of the existence, Guarantor shall have no right creation, or incurring of subrogationnew or additional indebtedness, and Guarantor waives demands and notices of every kind; and (g) any right to enforce any remedy which WFBC now has defense based on or may hereafter have against any Obligor or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBC, even though defense that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws Borrower or any other laws limiting, qualifying or discharging the Obligations, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale payment or other disposition of any real property security for any portion performance of the ObligationsGuaranteed Obligations or any part of them.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Lender to (iA) proceed against make any Obligor presentment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the Indebtedness, default by Borrower or any other Person; (ii) marshal assets guarantor or proceed against surety, any action or exhaust any security granted nonaction taken by any Obligor Borrower, Lender, or any other Person; (iii) give notice guarantor or surety of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) make any presentment or demand for performanceBorrower, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. Indebtedness; (bB) proceed against any person, including Borrower, before proceeding against Guarantor; (C) proceed against any collateral for the Indebtedness, including Xxxxxxxx's collateral, before proceeding against Guarantor; (D) apply any payments or proceeds received against the Indebtedness in any order; (E) disclose any information about the Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or about any action or nonaction of Lender; or (F) pursue any remedy or course of action in Xxxxxx's power whatsoever. Guarantor also waives any defense to its obligations hereunder based upon and all rights or defenses arising by reason of: of (iG) any disability or other defense of Borrower, any Obligor other guarantor or surety or any other Personperson; (iiH) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other PersonIndebtedness; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (ivI) the application by any Obligor of proceeds of the proceeds of any Obligations Indebtedness by Borrower for purposes other than the purposes represented understood and intended by such Obligor to, or intended or understood by, WFBC or GuarantorGuarantor and Lender; (vJ) any act of omission or omission commission by WFBC Lender which directly or indirectly results in or aids contributes to the discharge of any Obligor Borrower or any portion other guarantor or surety, or the Indebtedness, or the loss or release of the Obligations any collateral by operation of law or otherwise, or which ; (K) any statute of limitations in any way impairs action under this Guaranty or suspends any rights on the Indebtedness; or remedies of WFBC against any Obligor; (viL) any impairment modification or change in terms of the value of any interest in any security for the Obligations or any portion thereofIndebtedness, whatsoever, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment ofacceleration, 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 of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance after revocation of this GuarantyGuaranty on the Indebtedness incurred prior to such revocation. Until Guarantor waives all Obligations have been paid in full, Guarantor shall have no right rights of subrogation, reimbursement, indemnification, and Guarantor waives contribution and any right to enforce any remedy which WFBC now has other rights and defenses that are or may hereafter have against any Obligor or any other Personbecome available to Guarantor by reason of California Civil Code Sections 2787 to 2855, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCinclusive. Guarantor further waives all rights and any defenses Guarantor may have arising out of (A) any an election of remedies by WFBC, Xxxxxx even though that the election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligationsa guaranteed obligation, destroys has destroyed Guarantor’s 's rights of subrogation or Guarantor’s rights to proceed and reimbursement against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether Borrower by operation of law Section 580d of the California Code of Civil Procedure or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the Obligations.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Lender (iA) proceed against any Obligor to continue lending money or any to extend other Personcredit to Borrower; (iiB) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) to make any presentment or demand for performance, or give any notice of nonperformancepresentment, protest, notice of protest demand, or notice of dishonor hereunder 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 any obligations or evidences of the indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. loans or obligations; (bC) Guarantor waives to resort for payment or to proceed directly or at once against any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor person, including Borrower or any other Personguarantor; (iiD) the cessation to proceed directly against or limitation exhaust any collateral held by Lender from any cause whatsoeverBorrower, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officerGuaranty, director, partner, agent or any other Person acting or purporting person; (E) to act on behalf give notice of the terms, time, and place of any Obligor, if it is a corporation, partnership public or private sale of personal property security held by Lender from Borrower or to comply with any other type applicable provisions of entity, or any defect in the formation of any ObligorUniform Commercial Code; (ivF) the application by to pursue any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, remedy within lender's power; or intended or understood by, WFBC or Guarantor; (vG) to commit any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwisekind, or which in at any way impairs time, with respect to any matter whatsoever. Guarantor also waives any and all rights or suspends defenses based on suretyship or impairment of collateral including, but not limited to, any rights or remedies defenses arising by reason of WFBC against any Obligor; (viA) any impairment of the value of any interest in any security for the Obligations "one action" or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable "anti-deficiency" law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Personlaw which may prevent Lender from bringing any action, and waives including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any benefit offoreclosure action, either judicially or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out exercise of a power of sale; (AB) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights of subrogation or Guarantor’s 's rights to proceed against any Obligor borrower for reimbursement, or (B) including without limitation, any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws law limiting, qualifying qualifying, or discharging the Obligationsindebtedness; (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 Borrower, whether by operation of law voluntarily or otherwise, including or by any rights 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 may have further waives and agrees not to a fair market value hearing assert or claim at any time any deductions to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security amount guaranteed under this Guaranty for any portion claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the ObligationsBorrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. (a) Guarantor waives any right to require WFBC Bank to: (i) proceed against any Obligor of the Borrowers or any other Personperson; (ii) marshal assets or proceed against or exhaust any security granted by held from any Obligor of the Borrowers or any other Personperson; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by held from any Obligor of the Borrowers or any other Personperson; (iv) take any other action or pursue any other remedy in WFBCBank’s power; or (v) make any presentment or demand for performance, or give any notices of any kind, including without limitation, any notice of nonperformance, protest, notice of protest protest, notice of dishonor, notice of intention to accelerate or notice of dishonor acceleration hereunder or in connection with any obligations or evidences of indebtedness held by WFBC Bank as security for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor of the Borrowers or any other Personperson; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness Indebtedness of any of the Borrowers or any other Personperson; (iii) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any Obligor, if it of the Borrowers which is a corporation, partnership or other type of entity, or any defect in the formation of any Obligorsuch Borrower; (iv) the application by any Obligor of the Borrowers of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor Borrowers to, or intended or understood by, WFBC Bank or Guarantor; (v) any act or omission by WFBC Bank which directly or indirectly results in or aids the discharge of any Obligor of the Borrowers or any portion of the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Bank against any Obligorof the Borrowers; (vi) any impairment of the value of any interest in any security for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the ObligationsIndebtedness, in any form whatsoever, including any modification made after revocation hereof to any Obligations Indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; or (viii) any requirement that WFBC Bank give any notice of acceptance of this Guaranty. Until all Obligations Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Bank now has or may hereafter have against any Obligor of the Borrowers or any other Personperson, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCBank. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBCBank, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsIndebtedness, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor of the Borrowers for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor of the Borrowers in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsBorrowers’ Indebtedness, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness. (c) By signing this Guaranty, Guarantor waives (i) each and every right to which it may be entitled by virtue of any suretyship law, including without limitation, any rights arising pursuant to Section 17.001 and Chapter 43 of the Texas Civil Practice and Remedies Code and Rule 31 of the Texas Rules of Civil Procedure, as the same may be amended from time to time, and (ii) without limiting any of the waivers set forth herein, any other fact or event that, in the absence of this provision, would or might constitute or afford a legal or equitable discharge or release of or defense to Guarantor.

GUARANTOR'S WAIVERS. Each Guarantor waives: (a) All statutes of limitations as a defense to any action or proceeding brought against such Guarantor waives by Administrative Agent or any Lender, to the fullest extent permitted by law; (b) Any right it may have to require WFBC to: (i) Administrative Agent or any Lender to proceed against any Obligor or any other Person; (ii) marshal assets or Borrowers, proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the termsheld from Borrowers, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; Administrative Agent's or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations.Lender's power to pursue; (bc) Guarantor waives Any defense based on any claim that such Guarantor's obligations exceed or are more burdensome than those of Borrowers; (d) Any defense to its obligations hereunder based upon or arising by reason ofon: (i) any legal disability or other defense of any Obligor or any other Person; Borrowers, (ii) the cessation any release, discharge, modification, impairment or limitation of the liability of Borrowers to Administrative Agent or any Lender from any cause whatsoevercause, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent whether consented to by Administrative Agent or any other Person acting Lender or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations arising by operation of law or otherwisefrom 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 Indebtedness, or which any part of it, or any security held for it, in any way impairs such Insolvency Proceeding; (e) Any defense based on any action taken or suspends omitted by Administrative Agent or any rights Lender in any Insolvency Proceeding involving Borrowers, including any election to have Administrative Agent's or remedies that Lender's claim allowed as being secured, partially secured or unsecured, any extension of WFBC against credit by Lender to Borrowers in any Obligor; (vi) Insolvency Proceeding, and the taking and holding by Administrative Agent or any impairment Lender of the value of any interest in any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such securityextension of credit; (f) All presentments, the release demands for performance, notices of any such security without substitutionnonperformance, or the failure to preserve the value ofprotests, or to comply with applicable law in disposing ofnotices of protest, any such security; (vii) any modification notices of the Obligationsdishonor, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice notices of acceptance of this Guaranty. Until all Obligations have been paid in fullGuaranty and of the existence, Guarantor shall have no right creation, or incurring of subrogationnew or additional indebtedness, and Guarantor waives demands and notices of every kind except for any right to enforce any remedy which WFBC now has demand or may hereafter have against any Obligor notice by Administrative Agent or any other Person, and waives any benefit of, Lender to such Guarantor expressly provided for in Section 1; (g) Any defense based on or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBC, even though defense that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether by operation of law or otherwise, including any rights Guarantor Borrowers may have to a fair market value hearing to determine the size payment or performance of a deficiency following the Indebtedness or any foreclosure sale part of it; and (h) Any defense based on or other disposition arising out of any real property security for action of Administrative Agent or any portion of the ObligationsLender described in Sections 3 or 4 above.

GUARANTOR'S WAIVERS. (a) Guarantor waives any right to require WFBC to: (i) proceed against any Obligor or any other Person; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give and all promptness, diligence, notice of the termscreation or acceptance, time and place any other notice, renewal, extension or accrual of any public of the Obligations and notice of or private sale 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 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 have been had or consummated in reliance upon this Guaranty. Guarantor further waives diligence, presentment, demand for payment or performance, notice, any requirement that any right or power be exhausted or any action be taken against Borrower or Guarantor or against any Collateral, protest of all promissory notes or other disposition instruments included in or evidencing any of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunderor Collateral, or and all other demands in connection with the creation delivery, acceptance, performance, default or enforcement of new or additional Obligations. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability such promissory note or other defense of any Obligor instrument or this Guaranty or any other Person; (ii) requirement that the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations Construction/Acquisition Agent or the indebtedness of any other Person; (iii) any lack of authority of any officerConstruction/Acquisition Lenders protect, directorsecure, partner, agent perfect or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC against any Obligor; (vi) any impairment of the value of any interest in insure any security for the Obligations interest or lien on any portion thereof, including without limitation, the failure to obtain property subject thereto or maintain perfection exhaust any right or recordation of take any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in fullaction against Borrower, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsCollateral.

GUARANTOR'S WAIVERS. (a) Guarantor waives any right to require WFBC Lender to: (i) proceed against any Obligor the Borrower or any other Personperson; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor held from the Borrower or any other Personperson; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor held from the Borrower or any other Personperson; (iv) take any other action or pursue any other remedy in WFBCLender’s power; or (v) make any presentment or demand for performance, or give any notices of any kind, including, without limitation, any notice of nonperformance, protest, notice of protest or notice of dishonor dishonor, notice of intention to accelerate or notice of acceleration hereunder or in connection with any obligations or evidences of indebtedness Indebtedness held by WFBC Xxxxxx as security for or which constitute in whole or in part the Obligations Note Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsNote Indebtedness; or (vi) set off against the Note Indebtedness the fair value of any real or personal property given as collateral for the Note Indebtedness (whether such right of setoff arises under statute or otherwise). In addition to the foregoing, Guarantor specifically waives any statutory right it might have to require Lender to proceed against Borrower or any collateral that secures the Note Indebtedness. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor the Borrower or any other Personperson; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations Note Indebtedness of the Borrower or the indebtedness of any other Personperson; (iii) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any Obligor, if it the Borrower which is a corporation, partnership or other type of entity, or any defect in the formation of any Obligorsuch Borrower; (iv) the application by any Obligor the Borrower of the proceeds of any Obligations the Note Indebtedness for purposes other than the purposes represented by such Obligor Borrower to, or intended or understood by, WFBC Lender or Guarantor; (v) any act or omission by WFBC Lender which directly or indirectly results in or aids the discharge of any Obligor the Borrower or any portion of the Obligations Note Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Lender against any Obligorthe Borrower; (vi) any impairment of the value of any interest in any security for the Obligations Note Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the ObligationsNote Indebtedness, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations Note Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; or (viii) or any requirement that WFBC Lender give any notice of acceptance of this Guaranty. Until all Obligations Note Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Lender now has or may hereafter have against any Obligor the Borrower or any other Person, person and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCLender. To the fullest extent permitted by applicable law, Guarantor waives all rights of a surety and the benefits of any applicable suretyship law, statute or regulation, and without limiting any of the waivers set forth herein, Guarantor further waives any other fact or event that, in the absence of this provision, would or might constitute or afford a legal or equitable discharge or release of or defense to Borrower. (c) Guarantor further waives all rights and defenses Guarantor may have arising out of (Ai) any election of remedies by WFBCXxxxxx, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsNote Indebtedness, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor the Borrower for reimbursement, or (Bii) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor the Borrower in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsNote Indebtedness, whether by operation of law or otherwise, including any rights Guarantor may have to claim a fair market credit with respect to a deficiency or have a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsNote Indebtedness, and Guarantor waives any right Guarantor may have under any “one-action” rule. Guarantor further waives the benefit of any homestead, exemption or other similar laws.

GUARANTOR'S WAIVERS. (a) Guarantor waives any right to require WFBC Xxxxx Fargo to: (i) proceed against any Obligor Company or any other Personperson; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor Company or any other Personperson; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor Company or any other Personperson; (iv) take any other action or pursue any other remedy in WFBC’s Xxxxx Fargo's power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC Xxxxx Fargo as security for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor Company or any other Personperson; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations Indebtedness or the indebtedness of any other Personperson; (iii) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any ObligorCompany, if it is a corporation, partnership or other type of entity, or any defect in the formation of any ObligorCompany; (iv) the application by any Obligor Company of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor Company to, or intended or understood by, WFBC Xxxxx Fargo or Guarantor; (v) any act or omission by WFBC Xxxxx Fargo which directly or indirectly results in or aids the discharge of any Obligor Company or any portion of the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Xxxxx Fargo against any ObligorCompany; (vi) any impairment of the value of any interest in any security for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the ObligationsIndebtedness, in any form whatsoever, including any modification made after revocation hereof to any Obligations Indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; or (viii) any requirement that WFBC Xxxxx Fargo give any notice of acceptance of this Guaranty. Until all Obligations have Indebtedness has been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Xxxxx Fargo now has or may hereafter have against any Obligor Company or any other Personperson, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCXxxxx Fargo. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBCXxxxx Fargo, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsIndebtedness, destroys Guarantor’s 's rights of subrogation or Guarantor’s 's rights to proceed against any Obligor Company for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor Company in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsCompany's Indebtedness, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness.

GUARANTOR'S WAIVERS. Except to the extent expressly required by any of the Loan Documents, each Guarantor waives, to the fullest extent permitted by law, all of the following (including all defenses, counterclaims and other rights of any nature based upon any of the following): (a) Guarantor waives presentment, demand for payment and protest of nonpayment of any right of the Obligations, and notice of protest, dishonor or nonperformance; (b) notice of acceptance of this Guaranty and notice that credit has been extended in reliance on such Guarantor's guaranty of the Obligations; (c) notice of any Default or Event of Default, of any inability to require WFBC to: (i) proceed enforce the Obligations or any provision of the Loan Documents, or any rights against any Obligor Collateral; (d) demand for performance or observance of, and any enforcement of any provision of any of the Loan Documents, or any other Person; (ii) marshal assets pursuit or proceed against exhaustion of rights or exhaust remedies with respect to the Obligations or the Collateral, and any security granted by any Obligor requirement of diligence or any other Person; (iii) give notice promptness on the part of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or Administrative Agent in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations.foregoing; (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (ve) any act or omission by WFBC on the part of the Administrative Agent which directly may impair or indirectly results in prejudice any rights of such Guarantor, including rights to obtain subrogation, exoneration, contribution, indemnification or aids the discharge of any other reimbursement from any Obligor or any portion of the Obligations by operation of law or otherwiseother Person, or which in any way impairs otherwise operate as a deemed release or suspends any rights discharge; (f) failure or remedies of WFBC against any Obligor; (vi) any impairment of delay to perfect or continue the value perfection of any security interest in any security for the Obligations Collateral or any portion thereof, including without limitation, the failure to obtain other action which harms or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve impairs the value of, or any failure to comply with applicable law in disposing preserve or protect xxx xalue of, any such security; Collateral; (viig) any modification statute of limitations or other rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than the obligation of the Obligations, in principal; (h) any form whatsoever"single action" or "anti-deficiency" law which would otherwise prevent the Administrative Agent from bringing any action, including any modification made claim for a deficiency, against such Guarantor before or after revocation hereof to the Administrative Agent's commencement or completion of any Obligations incurred prior to such revocationforeclosure action, and including without limitation the renewalwhether judicially, extensionby exercise of power of sale or otherwise, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) law which would otherwise require any election of remedies by WFBC, even though that election the Administrative Agent; (i) all demands and notices of remedies, such as a non-judicial foreclosure every kind with respect to any security for any portion the foregoing; and (j) to the extent not referred to above, all defenses (other than payment) which the Borrower may now or hereafter have to the payment of the Obligations, destroys together with all suretyship defenses, which could otherwise be asserted by such Guarantor’s rights . Each Guarantor represents that it has obtained the advice of subrogation or Guarantor’s rights legal counsel as to proceed against any Obligor for reimbursement, or (B) any loss the availability of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor suretyship and other defenses with respect to its obligations hereunder in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion absence of the Obligationswaivers contained in this Section 3.01.

GUARANTOR'S WAIVERS. Guarantor waives: (a) All statutes of limitations as a defense to any action or proceeding brought against Guarantor waives by Administrative Agent or any Lender, to the fullest extent permitted by law; (b) Any right it may have to require WFBC to: (i) Administrative Agent or any Lender to proceed against any Obligor or any other Person; (ii) marshal assets or Borrower, proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the termsheld from Borrower, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; Administrative Agent's or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations.Lender's power to pursue; (bc) Guarantor waives Any defense based on any claim that Guarantor's obligations exceed or are more burdensome than those of Borrower; (d) Any defense to its obligations hereunder based upon or arising by reason ofon: (i) any legal disability or other defense of any Obligor or any other Person; Borrower, (ii) the cessation any release, discharge, modification, impairment or limitation of the liability of Borrower to Administrative Agent or any Lender from any cause whatsoevercause, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent whether consented to by Administrative Agent or any other Person acting Lender or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations arising by operation of law or otherwisefrom 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 Indebtedness, or which any part of it, or any security held for it, in any way impairs such Insolvency Proceeding; (e) Any defense based on any action taken or suspends omitted by Administrative Agent or any rights Lender in any Insolvency Proceeding involving Borrower, including any election to have Administrative Agent's or remedies that Lender's claim allowed as being secured, partially secured or unsecured, any extension of WFBC against credit by Lender to Borrower in any Obligor; (vi) Insolvency Proceeding, and the taking and holding by Administrative Agent or any impairment Lender of the value of any interest in any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such securityextension of credit; (f) All presentments, the release demands for performance, notices of any such security without substitutionnonperformance, or the failure to preserve the value ofprotests, or to comply with applicable law in disposing ofnotices of protest, any such security; (vii) any modification notices of the Obligationsdishonor, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice notices of acceptance of this Guaranty. Until all Obligations have been paid in fullGuaranty and of the existence, Guarantor shall have no right creation, or incurring of subrogationnew or additional indebtedness, and Guarantor waives demands and notices of every kind except for any right to enforce any remedy which WFBC now has demand or may hereafter have against any Obligor notice by Administrative Agent or any other Person, and waives any benefit of, Lender to Guarantor expressly provided for in Section 1; (g) Any defense based on or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBC, even though defense that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether by operation of law or otherwise, including any rights Guarantor Borrower may have to a fair market value hearing to determine the size payment or performance of a deficiency following the Indebtedness or any foreclosure sale part of it; and (h) Any defense based on or other disposition arising out of any real property security for action of Administrative Agent or any portion of the ObligationsLender described in Sections 3 or 4 above.

GUARANTOR'S WAIVERS. (a) Guarantor waives any right to require WFBC <Name Redacted> to: (i) proceed against any Obligor the Company or any other Personperson; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor the Company or any other Personperson; (iii) give notice of the terms, time and place of any public or private sale or other disposition of real or personal property security granted by any Obligor the Company or any other Personperson; (iv) take any other action or pursue any other remedy in WFBC<Name Redacted>’s power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC <Name Redacted> as security for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor the Company or any other Personperson; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations Indebtedness or the indebtedness of any other Personperson; (iii) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any Obligorthe Company, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligorthe Company; (iv) the application by any Obligor the Company of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor the Company to, or intended or understood by, WFBC <Name Redacted> or Guarantor; (v) any act or omission by WFBC <Name Redacted>, except for willful actions taken in bad faith, which directly or indirectly results in or aids the discharge of any Obligor the Company or any portion of the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC <Name Redacted> against any Obligorthe Company; (vi) any impairment of the value of any interest in any security for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the ObligationsIndebtedness, in any form whatsoever, including any modification made after revocation hereof to any Obligations Indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations Indebtedness or any portion thereof, including any increase or decrease of the rate of interest thereon; or (viii) any requirement that WFBC <Name Redacted> give any notice of acceptance of this Guaranty. Until all Obligations have Indebtedness has been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC <Name Redacted> now has or may hereafter have against any Obligor the Company or any other Personperson, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBC<Name Redacted>. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBC<Name Redacted>, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsIndebtedness, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor the Company for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor the Company in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsCompany’s Indebtedness, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness.

GUARANTOR'S WAIVERS. Guarantor waives: ------------------- (a) All statutes of limitations as a defense to any action or proceeding brought against Guarantor waives any by Bank, to the fullest extent permitted by law; (b) Any right it may have to require WFBC to: (i) Bank to proceed against any Obligor or any other Person; (ii) marshal assets or Borrower, proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the termsheld from Borrower, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations.Bank's power to pursue; (bc) Guarantor waives Any defense based on any claim that Guarantor's obligations exceed or are more burdensome than those of Borrower; (d) Any defense to its obligations hereunder based upon or arising by reason ofon: (i) any legal disability or other defense of any Obligor or any other Person; Borrower, (ii) the cessation any release, discharge, modification, impairment or limitation of the liability of Borrower to Bank from any cause whatsoevercause, other than payment in full, of the Obligations whether consented to by Bank or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations arising by operation of law or otherwisefrom 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 Loan, or which any part of it, or any security held for it, in any way impairs such Insolvency Proceeding; (e) Any defense based on any action taken or suspends omitted by Bank in any rights Insolvency Proceeding involving Borrower, including any election to have Bank's claim allowed as being secured, partially secured or remedies unsecured, any extension of WFBC against credit by Bank to Borrower in any Obligor; (vi) any impairment Insolvency Proceeding, and the taking and holding by Bank of the value of any interest in any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such securityextension of credit; (f) All presentments, the release demands for performance, notices of any such security without substitutionnonperformance, or the failure to preserve the value ofprotests, or to comply with applicable law in disposing ofnotices of protest, any such security; (vii) any modification notices of the Obligationsdishonor, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice notices of acceptance of this Guaranty. Until all Obligations have been paid in fullGuaranty and of the existence, Guarantor shall have no right creation, or incurring of subrogationnew or additional indebtedness, and demands and notices of every kind except for any demand or notice by Bank to Guarantor waives any right to enforce any remedy which WFBC now has expressly provided for in Section 1; (g) Any defense based on or may hereafter have against any Obligor or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBC, even though defense that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether by operation of law or otherwise, including any rights Guarantor Borrower may have to a fair market value hearing to determine the size payment or performance of a deficiency following the Loan or any foreclosure sale part of it; and (h) Any defense based on or other disposition arising out of any real property security for any portion action of the ObligationsBank described in Sections 3 or 4 above.

GUARANTOR'S WAIVERS. (a) Guarantor waives any right to require WFBC Bank to: (i) proceed against any Obligor of the Borrowers or any other Personperson; (ii) marshal assets or proceed against or exhaust any security granted by held from any Obligor of the Borrowers or any other Personperson; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by held from any Obligor of the Borrowers or any other Personperson, or otherwise comply with the provisions of Section 9504 of the California Uniform Commercial Code; (iv) take any other action or pursue any other remedy in WFBC’s Bank's power; , or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC Bank as security for or which constitute in whole or in part the Obligations Note Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor of the Borrowers or any other Personperson; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other PersonNote Indebtedness; (iii) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any Obligor, if it of the Borrowers which is a corporation, partnership or other type of entity, . or any defect in the formation of any Obligor; such Borrower, (iv) the application by any Obligor of the Borrowers of the proceeds of any Obligations the Note Indebtedness for purposes other than the purposes represented by such Obligor Borrowers to, or intended or understood by, WFBC Bank or Guarantor; , (v) any act or omission by WFBC Bank which directly or indirectly results in or aids the discharge of any Obligor of the Borrowers or any portion of the Obligations Note Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Bank against any Obligorof the Borrowers; (vi) any impairment of the value of any interest in any security for the Obligations Note Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; or (vii) any modification of the ObligationsNote Indebtedness, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, . extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations Note Indebtedness or any portion thereof; , including increase or (viii) any requirement that WFBC give any notice decrease of acceptance the rate of this Guarantyinterest thereon. Until all Obligations Note Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Bank now has or may hereafter have against any Obligor of the Borrowers or any other Personperson, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCBank. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBCBank, even though that election of remedies, . such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsNote Indebtedness, destroys Guarantor’s 's rights of subrogation or Guarantor’s 's rights to proceed against any Obligor of the Borrowers for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor of the Borrowers in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsBorrowers' Indebtedness, whether by operation of law Sections 726, 580a or 580d of the Code of Civil Procedure as from time to time amended, or otherwise, including any rights Guarantor may have to a Section 580a fair market value hearing to determine the size of a deficiency following any trustee's foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Lender (iA) proceed against any Obligor to continue lending money or any to extend other Personcredit to Borrower; (iiB) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) to make any presentment or demand for performance, or give any notice of nonperformancepresentment, protest, notice of protest demand, or notice of dishonor hereunder 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 any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, Indebtedness or in connection with the creation of new or additional Obligations. loans or obligations; (bC) Guarantor waives to resort for payment or to proceed directly or at once against any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor person, including Borrower or any other Personguarantor; (iiD) the cessation to proceed directly against or limitation exhaust any collateral held by Xxxxxx from any cause whatsoeverBorrower, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officerguarantor, director, partner, agent or any other Person acting or purporting person; (E) to act on behalf give notice of the terms, time, and place of any Obligor, if it is a corporation, partnership public or private sale of personal property security held by Xxxxxx from Borrower or to comply with any other type applicable provisions of entity, or any defect in the formation of any ObligorUniform Commercial Code; (ivF) the application by to pursue any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, remedy within Lender’s power; or intended or understood by, WFBC or Guarantor; (vG) to commit any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwisekind, or which in at any way impairs or suspends time, with respect to any matter whatsoever. Guarantor also waives any and all rights or remedies defenses arising by reason of WFBC against any Obligor; (viA) any impairment of the value of any interest in any security for the Obligations “one action” or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable “anti-deficiency” law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Personlaw which may prevent Lender from bringing any action, and waives including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any benefit offoreclosure action, either judicially or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out exercise of a power of sale; (AB) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights of subrogation or Guarantor’s rights to proceed against any Obligor Borrower for reimbursement, or (B) including without limitation, any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws law limiting, qualifying qualifying, or discharging the Obligations, whether by operation of law or otherwise, including Indebtedness; (C) any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale disability or other disposition defense of Borrower, of any real property security for other guarantor, or of any portion other person, or by reason of the Obligations.cessation of Borrower’s liability from

GUARANTOR'S WAIVERS. (a) Each Guarantor waives and agrees not to ------------------- assert: (i) any right to require WFBC to: (i) any Guaranteed Person to proceed against any Obligor or Borrower, any other Person; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC against any Obligor; (vi) any impairment of the value of any interest in any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor guarantor or any other Person, and waives or to pursue any benefit ofother right, remedy, power or privilege of such Guaranteed Person whatsoever; (ii) the defense of the statute of limitations in any right to participate in, any security now action hereunder or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out for the collection or performance of the Guaranteed Obligations; (Aiii) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer defense arising by reason of any rights, powers lack of corporate or remedies of any Obligor in connection with any anti-deficiency laws other authority or any other laws limitingdefense of any Borrower, qualifying such Guarantor or discharging any other Person; (iv) any defense based upon any Guaranteed Person's errors or omissions in the administration of the Guaranteed Obligations; (v) any rights to set-offs and counterclaims; (vi) without limiting the generality of the foregoing, whether to the fullest extent permitted by operation law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of law or otherwiseexonerating guarantors or sureties, or which may conflict with the terms of this Section 11.18, including any rights and all benefits that otherwise might be available to such Guarantor may have to a fair market value hearing to determine under California Civil Code (S)(S)1432, 2809, 2810, 2815, 2819, 2839, 2845, 2848, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure (S)(S)580a, 580b, 580d and 726; and (vii) any and all notice of the size acceptance of a deficiency following this Guaranty, and any foreclosure sale and all notice of the creation, renewal, modification, extension or other disposition accrual of the Guaranteed Obligations, or the reliance by any Guaranteed Person upon this Guaranty, or the exercise of any real property security right, power or privilege hereunder. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon any portion of Borrower, such Guarantor or any other Person with respect to the Guaranteed Obligations.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Lender to (iA) make any presentment, protest, demand, or notice of any kind, including notice of change of any terms of repayment of the Indebtedness, default by Borrower or any other guarantor or surety, any action or nonaction taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the creation of new or additional Indebtedness; (B) proceed against any Obligor or any other Personperson, including Borrower, before proceeding against Guarantor; (iiC) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Personcollateral for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor; (iiiD) 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 or other disposition of personal property security granted by any Obligor the collateral pursuant to the Uniform Commercial Code or any other Personlaw governing such. sale; (ivF) take disclose any information about the Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or about any action or pursue any other remedy in WFBC’s powernonaction of Lender; or (vG) make pursue any presentment remedy or demand for performance, or give any notice course of nonperformance, protest, notice of protest or notice of dishonor hereunder or action in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Lender's power whatsoever. Guarantor also waives any defense to its obligations hereunder based upon and all rights or defenses arising by reason of: of (iH) any disability or other defense of Borrower, any Obligor other guarantor or surety or any other Personperson; (iiI) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other PersonIndebtedness; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (ivJ) the application by any Obligor of proceeds of the proceeds of any Obligations Indebtedness by Borrower for purposes other than the purposes represented understood and intended by such Obligor to, or intended or understood by, WFBC or GuarantorGuarantor and Lender; (vK) any act of omission or omission commission by WFBC Lender which directly or indirectly results in or aids contributes to the discharge of any Obligor Borrower or any portion other guarantor or surety, or the Indebtedness, or the loss or release of the Obligations any collateral by operation of law or otherwise, or which ; (L) any statute of limitations in any way impairs action under this Guaranty or suspends any rights on the Indebtedness; or remedies of WFBC against any Obligor; (viM) any impairment modification or change in terms of the value of any interest in any security for the Obligations or any portion thereofIndebtedness, whatsoever, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment ofacceleration, 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 of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance after revocation of this GuarantyGuaranty on the Indebtedness incurred prior to such revocation. Until Guarantor waives all Obligations have been paid in full, Guarantor shall have no right rights of subrogation, reimbursement, indemnification, and Guarantor waives contribution and any right to enforce any remedy which WFBC now has other rights and defenses that are or may hereafter have against any Obligor or any other Personbecome available to Guarantor by reason of California Civil Code Sections 2787 to 2855, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCinclusive. Guarantor further waives all rights and any defenses Guarantor may have arising out of (A) any an election of remedies by WFBC, Lender even though that the election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligationsa guaranteed obligation, destroys has destroyed Guarantor’s 's rights of subrogation or Guarantor’s rights to proceed and reimbursement against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether Borrower by operation of law Section 580d of the California Code of Civil Procedure or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the Obligations.

GUARANTOR'S WAIVERS. Guarantor waives: (a) All statutes of limitations as a defense to any action or proceeding brought against Guarantor waives by Agent or any Lender, to the fullest extent permitted by law; (b) Any right it may have to require WFBC to: (i) Agent or any Lender to proceed against any Obligor or any other Person; (ii) marshal assets or Company, proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the termsheld from Company, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; Agent's or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations.Lender's power to pursue; (bc) Guarantor waives Any defense based on any claim that Guarantor's obligations exceed or are more burdensome than those of Company; (d) Any defense to its obligations hereunder based upon or arising by reason ofon: (i) any legal disability or other defense of any Obligor or any other Person; Company, (ii) the cessation any release, discharge, modification, impairment or limitation of the liability of Company to Agent or any Lender from any cause whatsoevercause, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent whether consented to by Agent or any other Person acting Lender or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations arising by operation of law or otherwisefrom 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 Indebtedness, or which any part of it, or any security held for it, in any way impairs such Insolvency Proceeding; (e) Any defense based on any action taken or suspends omitted by Agent or any rights Lender in any Insolvency Proceeding involving Company, including any election to have Agent's or remedies that Lender's claim allowed as being secured, partially secured or unsecured, any extension of WFBC against credit by Lender to Company in any Obligor; (vi) Insolvency Proceeding, and the taking and holding by Agent or any impairment Lender of the value of any interest in any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such securityextension of credit; (f) All presentments, the release demands for performance, notices of any such security without substitutionnonperformance, or the failure to preserve the value ofprotests, or to comply with applicable law in disposing ofnotices of protest, any such security; (vii) any modification notices of the Obligationsdishonor, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice notices of acceptance of this Guaranty. Until all Obligations have been paid in fullGuaranty and of the existence, Guarantor shall have no right creation, or incurring of subrogationnew or additional indebtedness, and Guarantor waives demands and notices of every kind except for any right to enforce any remedy which WFBC now has demand or may hereafter have against any Obligor notice by Agent or any other Person, and waives any benefit of, Lender to Guarantor expressly provided for in Section 1; (g) Any defense based on or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBC, even though defense that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether by operation of law or otherwise, including any rights Guarantor Company may have to a fair market value hearing to determine the size payment or performance of a deficiency following the Indebtedness or any foreclosure sale part of it; and (h) Any defense based on or other disposition arising out of any real property security for action of Agent or any portion of the ObligationsLender described in Sections 3 or 4 above.

GUARANTOR'S WAIVERS. (a) Guarantor waives any right to require WFBC Creditor to: (i) make demand upon, assert claims against or proceed against any Obligor of the Debtor or any other Personperson; (ii) marshal assets or proceed against or exhaust any security granted by held from any Obligor of the Debtor or any other Personperson; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor held from the Debtor or any other Personperson; (iv) take any other action or pursue any other remedy in WFBCCreditor’s power; or (v) make any presentment or demand for performance, or give any notice of extensions, modifications or renewals of Indebtedness, any new transactions between Debtor and Creditor and/or any other Guarantor, presentment, nonperformance, protest, notice of default, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC Creditor as security for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor the Debtor or any other Personperson; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations Indebtedness of the Debtor or the indebtedness of any other Personperson; (iii) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any Obligor, if it the Debtor which is a corporation, partnership or other type of entity, or any defect in the formation of any Obligorsuch Borrower; (iv) the application by any Obligor the Debtor of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor Debtor to, or intended or understood by, WFBC Creditor or Guarantor; (v) any act or omission by WFBC Creditor which directly or indirectly results in or aids the discharge of any Obligor of the Debtor or any portion of the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Creditor against any Obligorthe Debtor; (vi) any impairment of the value of any interest in any security for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC Creditor give any notice of acceptance of this Guaranty. Until all Obligations Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Creditor now has or may hereafter have against any Obligor the Debtor or any other Personperson, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCCreditor. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBCCreditor, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsIndebtedness, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor the Debtor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor the Debtor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsDebtor’s Indebtedness, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness. (c) Guarantor WAlVES each and every right to which it may be entitled by virtue of any suretyship law, including any rights it may have pursuant to Rule 31 of the Texas Rules of Civil Procedure, §17.001 of the Texas Civil Practice and Remedies Code and Chapter 34 of the Texas Business and Commerce Code, as the same may be amended from time to time.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Buyer to (a) make any presentment, protest, demand, or notice of any kind, including notice of (i) any extension, modification, renewal, or amendment of the terms of the Factoring Agreement or any other Related Document, (ii) any notice of change of any terms of repayment of the Indebtedness, (iii) any default by Seller or any other guarantor of surety, (iv) any action or nonaction taken by Seller, Buyer, or any other guarantor or surety of Seller, or (v) the creation of new or additional Indebtedness; (b) proceed against any Obligor or any other Personperson, including Seller, before proceeding against Guarantor; (iic) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Personcollateral for the Indebtedness, including Seller's collateral, before proceeding against Guarantor; (iiid) apply any payments or proceeds against the Indebtedness in any order; (e) give notice of the terms, time time, and place of any public or private sale or other disposition of personal property security granted by any Obligor the collateral pursuant to the Uniform Commercial Code or any other Personlaw governing such sale; (ivf) take disclose any information about the Indebtedness, the Seller, the collateral, or any other guarantor or surety, or about any action or pursue any other remedy in WFBC’s powernonaction of Buyer; or (vg) make pursue any presentment remedy or demand for performance, or give any notice course of nonperformance, protest, notice of protest or notice of dishonor hereunder or action in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Buyer's power whatsoever. Guarantor also waives any defense to its obligations hereunder based upon and rights or defenses arising by reason of: of (ih) any disability or other defense of Seller, any Obligor other guarantor or surety or any other Personperson; (iii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other PersonIndebtedness; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (ivj) the application by any Obligor of proceeds of the proceeds of any Obligations Indebtedness by Seller for purposes other than the purposes represented understood and intended by such Obligor to, or intended or understood by, WFBC or GuarantorGuarantor and Buyer; (vk) any act of omission or omission commission by WFBC Buyer which directly or indirectly results in or aids contributes to the discharge of any Obligor Seller or any portion other guarantor or surety; or the Indebtedness, or the loss or release of the Obligations any collateral by operation of law or otherwise, or which ; (l) any statute of limitations in any way impairs under this Guaranty or suspends any rights on the Indebtedness; or remedies of WFBC against any Obligor; (vim) any impairment modification or change in terms of the value of any interest in any security for the Obligations or any portion thereofIndebtedness, whatsoever, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment ofacceleration, or other change in the terms oftime payment of the Indebtedness is due and any change in the finance charges (interest rate, the Obligations or any portion thereof; or (viiiif any) any requirement that WFBC give any notice of acceptance of this Guarantyand other charges. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses defense Guarantor may have arising out of (A) based upon any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, Buyer which limits or destroys Guarantor’s rights of 's subrogation rights, if any, or Guarantor’s rights 's rights, if any, to proceed against seek reimbursement from Seller or any Obligor for reimbursementother guarantor or surety, or (B) including, without limitation, any loss of rights Guarantor may suffer by reason of any rights, powers rights or remedies protections of any Obligor Seller in connection with any anti-deficiency laws or any other laws limiting, qualifying limiting or discharging the ObligationsIndebtedness or Seller's obligations (including, whether without limitation, Sections 726,580a 580b, and 580d of the California Code of Civil Procedure). Guarantor waives any right to enforce any remedy Buyer may have against Seller or any guarantor, surety, or other person, and further, Guarantor waives any right to participate in any collateral for the Indebtedness now or hereafter held by operation Buyer. Without limiting the generality of any of the foregoing paragraphs, Guarantor expressly waives the benefit of California Civil Code Sections 2809, 2810, 2839, 2845, 2848, 2849, 2850, 2899, and 3433, and other statutes of similar effect. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above and in the immediately succeeding paragraph, is made with Guarantor's full knowledge of its significance and con- sequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or otherwisepublic policy, including any rights Guarantor may have such waiver shall be effective only to a fair market value hearing to determine the size of a deficiency following any foreclosure sale extent permitted by law or other disposition of any real property security for any portion of the Obligationspublic policy.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Lender (iA) 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 Obligor person, including Borrower or any other Personguarantor; (iiD) marshal assets or to proceed directly against or exhaust any security granted collateral held by Lender from Borrower, any Obligor other guarantor, or any other Personperson; (iiiE) to give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted held by any Obligor Lender from Borrower or to comply with any other Personapplicable provisions of the Uniform Commercial Code; (ivF) take any other action or to pursue any other remedy in WFBCwithin Lender’s power; or (vG) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) commit any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwisekind, or which in at any way impairs or suspends time, with respect to any matter whatsoever. Guarantor also waives any and all rights or remedies defenses arising by reason of WFBC against any Obligor; (viA) any impairment of the value of any interest in any security for the Obligations “one action” or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable “anti-deficiency” law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Personlaw which may prevent Lender from bringing any action, and waives including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any benefit offoreclosure action, either judicially or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out exercise of a power of sale; (AB) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, Lender which destroys or otherwise adversely affects Guarantor’s subrogation rights of subrogation or Guarantor’s rights to proceed against any Obligor Borrower for reimbursement, or (B) including, without limitation, any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws law limiting, qualifying or discharging the ObligationsIndebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether by operation of law voluntarily or otherwise, including or by any rights 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 may have further waives and agrees not to a fair market value hearing assert or claim at any time any deductions to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security amount guaranteed under this Guaranty for any portion claim of the Obligationssetoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by Borrower, Guarantor, or both.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law Guarantor waives any right to require WFBC to: Lender to (ia) make any presentment protest, demand, or notice of any kind, including notice of change of any terms of repayment of the Indebtedness, default by Borrower or any other guarantor or surety, any action or nonaction taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the creation of new or additional Indebtedness; (b) proceed against any Obligor or any other Personperson, including Borrower, before proceeding against Guarantor; (iic) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Personcollateral for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor; (iiid) 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 or other disposition of personal property security granted by any Obligor the collateral pursuant to the Uniform Commercial Code or any other Personlaw governing such sale; (ivf) take disclose any information about the Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or about any action or pursue any other remedy in WFBC’s powernonaction of Lender; or (vg) make pursue any presentment remedy or demand for performance, or give any notice course of nonperformance, protest, notice of protest or notice of dishonor hereunder or action in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Lender's power whatsoever. Guarantor also waives any defense to its obligations hereunder based upon and all rights or defenses arising by reason of: of (ih) any disability or other defense of Borrower, any Obligor other guarantor or surety or any other Personperson; (iii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other PersonIndebtedness; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (ivj) the application by any Obligor of proceeds of the proceeds of any Obligations Indebtedness by Borrower for purposes other than the purposes represented understood and intended by such Obligor toGuarantor and Lender, or intended or understood by, WFBC or Guarantor; (vk) any act of omission or omission commission by WFBC Lender which directly or indirectly results in or aids contributes to the discharge of any Obligor Borrower or any portion other guarantor or surety, or the Indebtedness, or the loss or release of the Obligations any collateral by operation of law or otherwise, or which ; (l) any statute of limitations in any way impairs action under this Guaranty or suspends any rights on the Indebtedness; or remedies of WFBC against any Obligor; (vim) any impairment modification or change in terms of the value of any interest in any security for the Obligations or any portion thereofIndebtedness, whatsoever, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment ofextension 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 of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance after revocation of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right Guaranty on Indebtedness incurred prior to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCsuch revocation. Guarantor further waives all rights and any defenses Guarantor may have arising out of (A) any an election of remedies by WFBC, Lender even though that election of remedies, such as a non-judicial nonjudicial foreclosure with respect to any security for any portion of the Obligationsa guaranteed obligation, destroys has destroyed Guarantor’s 's rights of subrogation or Guarantor’s rights to proceed and reimbursement against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether Borrower by operation of law Section 580d of the California Code of Civil Procedure or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the Obligations.

GUARANTOR'S WAIVERS. (a) Guarantor waives any right to require WFBC Creditor to: (i) make demand upon, assert claims against or proceed against any Obligor the Debtor or any other Personperson; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor held from the Debtor or any other Personperson; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor held from the Debtor or any other Personperson; (iv) take any other action or pursue any other remedy in WFBC’s Creditor's power; or (v) make any presentment or demand for performance, or give any notice of extensions, modifications or renewals of Indebtedness, any new transactions between Debtor and Creditor and/or any other Guarantor, presentment, nonperformance, protest, notice of default,, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC Creditor as security for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor the Debtor or any other Personperson; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations Indebtedness of the Debtor or the indebtedness of any other Personperson; (iii) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any Obligor, if it the Debtor which is a corporation, partnership or other type of entity, or any defect in the formation of any Obligorsuch Debtor; (iv) the application by any Obligor the Debtor of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor Debtor to, or intended or understood by, WFBC Creditor or Guarantor; (v) any act or omission by WFBC Creditor which directly or indirectly results in or aids the discharge of any Obligor the Debtor or any portion of the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Creditor against any Obligorthe Debtor; (vi) any impairment of the value of any interest in any security for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC Creditor give any notice of acceptance of this Guaranty. Until all Obligations Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Creditor now has or may hereafter have against any Obligor the Debtor or any other Personperson, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCCreditor. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBCCreditor, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsIndebtedness, destroys Guarantor’s 's rights of subrogation or Guarantor’s 's rights to proceed against any Obligor the Debtor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor the Debtor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsDebtor's Indebtedness, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness.

GUARANTOR'S WAIVERS. (a) Guarantor waives any right to require WFBC Bank to: (i) proceed against any Obligor of the Borrowers or any other Personperson; (ii) marshal assets or proceed against or exhaust any security granted by held from any Obligor of the Borrowers or any other Personperson; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by held from any Obligor of the Borrowers or any other Personperson; (iv) take any other action or pursue any other remedy in WFBCBank’s power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC Bank as security for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor of the Borrowers or any other Personperson; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness Indebtedness of any of the Borrowers or any other Personperson; (iii) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any Obligor, if it of the Borrowers which is a corporation, partnership or other type of entity, or any defect in the formation of any Obligorsuch Borrower; (iv) the application by any Obligor of the Borrowers of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor Borrowers to, or intended or understood by, WFBC Bank or Guarantor; (v) any act or omission by WFBC Bank which directly or indirectly results in or aids the discharge of any Obligor of the Borrowers or any portion of the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Bank against any Obligorof the Borrowers; (vi) any impairment of the value of any interest in any security for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the ObligationsIndebtedness, in any form whatsoever, including any modification made after revocation hereof to any Obligations Indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; or (viii) any requirement that WFBC Bank give any notice of acceptance of this Guaranty. Until all Obligations Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Bank now has or may hereafter have against any Obligor of the Borrowers or any other Personperson, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCBank. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBCBank, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsIndebtedness, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor of the Borrowers for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor of the Borrowers in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsBorrowers’ Indebtedness, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness.

GUARANTOR'S WAIVERS. (a) Guarantor hereby waives any right to require WFBC to: (i) proceed against any Obligor or any other Person; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC against any Obligor; (vi) any impairment of the value of any interest in any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until Guaranty by the Township and the Authority and any and all Obligations have been paid notices and demands of every kind which may be required to be given by any statute or rule of law and agrees that Guarantor’s liability hereunder in fullno way shall be affected, Guarantor diminished or released by: (a) any extension of time or forbearance which may be granted to the Developer (or any successor of the Developer which shall have no right assumed the Developer’s obligations under the Authority Agreement and the Township Agreement); (b) any waiver under the Authority Agreement and the Township Agreement by the Township or the Authority; (c) reason of subrogation, and Guarantor waives any right to enforce change or modification in the Authority Agreement or the Township Agreement; (d) any remedy which WFBC now has limitation of liability or may hereafter have against recourse in the Township Agreement or the Authority Agreement or arising under any Obligor law; (e) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration; (f) the accepting or taking of any other Personsecurity or guaranty for the Guaranteed Obligations; (g) any neglect, and waives lack or diligence, delay, omission, failure or refusal of the Township or the Authority to take or prosecute (or in taking or prosecuting) any benefit ofaction for the enforcement of the Guaranteed Obligations, the Authority Agreement or any right to participate in, any security now or hereafter held the Township Agreement; or (h) reason of the unenforceability of the Guaranteed Obligations against the Developer by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out reason of (Ai) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion the nature or status of the Obligations, destroys Guarantor’s rights of subrogation Developer or Guarantor’s rights (ii) a procedural inability to proceed against any Obligor for reimbursementthe Developer, or (B) any loss as opposed the unenforceability of rights Guarantor may suffer the Guaranteed Obligations against the Developer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Obligations, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion valid substantive defenses of the Obligations.Developer on the merits of the underlying claim

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Lender (iA) proceed against any Obligor to continue lending money or any to extend other Personcredit to Borrower; (iiB) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) to make any presentment or demand for performance, or give any notice of nonperformancepresentment, protest, notice of protest demand, or notice of dishonor hereunder 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 any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, Indebtedness or in connection with the creation of new or additional Obligations. loans or obligations; (bC) Guarantor waives to resort for payment or to proceed directly or at once against any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor person, including Borrower or any other Personguarantor; (iiD) the cessation to proceed directly against or limitation exhaust any collateral held by Lender from any cause whatsoeverBorrower, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officerguarantor, director, partner, agent or any other Person acting or purporting person; (E) to act on behalf give notice of the terms, time, and place of any Obligor, if it is a corporation, partnership public or private sale of personal property security held by Lxxxxx from Borrower or to comply with any other type applicable provisions of entity, or any defect in the formation of any ObligorUniform Commercial Code; (ivF) the application by to pursue any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, remedy within Lender’s power; or intended or understood by, WFBC or Guarantor; (vG) to commit any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwisekind, or which in at any way impairs time, with respect to any matter whatsoever. Guarantor also waives any and all rights or suspends defenses based on suretyship or impairment of collateral including, but not limited to, any rights or remedies defenses arising by reason of WFBC against any Obligor; (viA) any impairment of the value of any interest in any security for the Obligations “one action” or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable “anti-deficiency” law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Personlaw which may prevent Lender from bringing any action, and waives including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any benefit offoreclosure action, either judicially or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out exercise of a power of sale; (AB) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, Lxxxxx which destroys or otherwise adversely affects Guarantor’s subrogation rights of subrogation or Guarantor’s rights to proceed against any Obligor Borrower for reimbursement, or (B) including without limitation, any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws law limiting, qualifying qualifying, or discharging the ObligationsIndebtedness; (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 by operation of law voluntarily or otherwise, including or by any rights 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 may have further waives and agrees not to a fair market value hearing assert or claim at any time any deductions to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security amount guaranteed under this Guaranty for any portion claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the ObligationsBorrower, the Guarantor, or both.

GUARANTOR'S WAIVERS. (a) Guarantor waives any right to require WFBC Bank to: (i) proceed against any Obligor of the Borrowers or any other Personperson; (ii) marshal assets or proceed against or exhaust any security granted by held from any Obligor of the Borrowers or any other Personperson; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by held from any Obligor of the Borrowers or any other Personperson; (iv) take any other action or pursue any other remedy in WFBC’s Bank's power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC Bank as security for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor of the Borrowers or any other Personperson; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness Indebtedness of any of the Borrowers or any other Personperson; (iii) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any Obligor, if it of the Borrowers which is a corporation, partnership or other type of entity, or any defect in the formation of any Obligorsuch Borrower; (iv) the application by any Obligor of the Borrowers of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor Borrowers to, or intended or understood by, WFBC Bank or Guarantor; (v) any act or omission by WFBC Bank which directly or indirectly results in or aids the discharge of any Obligor of the Borrowers or any portion of the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Bank against any Obligorof the Borrowers; (vi) any impairment of the value of any interest in any security for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the ObligationsIndebtedness, in any form whatsoever, including any modification made after revocation hereof to any Obligations Indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; or (viii) any requirement that WFBC Bank give any notice of acceptance of this Guaranty. Until all Obligations Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Bank now has or may hereafter have against any Obligor of the Borrowers or any other Personperson, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCBank. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBCBank, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsIndebtedness, destroys Guarantor’s 's rights of subrogation or Guarantor’s 's rights to proceed against any Obligor of the Borrowers for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor of the Borrowers in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsBorrowers' Indebtedness, whether by operation of law law, or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness.

GUARANTOR'S WAIVERS. (a) Guarantor waives any right to require WFBC Bank to: (i) proceed against any Obligor Borrower or any other Personperson; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor held from Borrower or any other Personperson; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor held from Borrower or any other Personperson; (iv) take any other action or pursue any other remedy in WFBC’s Bank's power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC Bank as security for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor Borrower or any other Personperson; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations Indebtedness of Borrower or the indebtedness of any other Personperson; (iii) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any Obligor, if it Borrower which is a corporation, partnership or other type of entity, or any defect in the formation of any Obligorsuch Borrower; (iv) the application by any Obligor Borrower of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor Borrower to, or intended or understood by, WFBC Bank or Guarantor; (v) any act or omission by WFBC Bank which directly or indirectly results in or aids the discharge of any Obligor Borrower or any portion of the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Bank against any ObligorBorrower; (vi) any impairment of the value of any interest in any security for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the ObligationsIndebtedness, in any form whatsoever, including any modification made after revocation hereof to any Obligations Indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; or (viii) any requirement that WFBC Bank give any notice of acceptance of this Guaranty. Until all Obligations Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Bank now has or may hereafter have against any Obligor Borrower or any other Personperson, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCBank. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBCBank, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsIndebtedness, destroys Guarantor’s 's rights of subrogation or Guarantor’s 's rights to proceed against any Obligor Borrower for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor Borrower in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsBorrower’s Indebtedness, whether by operation of law Sections 726, 580a or 580d of the Code of Civil Procedure as from time to time amended, or otherwise, including any rights Guarantor may have to a Section 580a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness.

GUARANTOR'S WAIVERS. Guarantor hereby waives: (a) Guarantor waives Notice of Bank's acceptance of this Agreement. (b) Presentment for payment of all or any portion of the Indebtedness, notice of dishonor and of nonpayment, notice of intention to accelerate, notice of acceleration, protest and notice of protest, collection or institution of any suit or other action by Bank in collection thereof, including any notice of default in payment thereof, or other notice to, or demand for payment thereof, on any party. (c) Any right to require WFBC to: (i) proceed against Bank to notify Guarantor of any Obligor nonpayment relating to any collateral directly or indirectly securing the Indebtedness, or notice of any action or nonaction on the part of Borrower, Bank, or any other Person; Guarantor, surety or endorser of the Indebtedness, or notice of the creation of any new or additional Indebtedness subject to this Agreement. (iid) marshal assets Any rights to demand or proceed against or exhaust any require collateral security granted by any Obligor from the Borrower or any other Person; person as provided under applicable Louisiana law or otherwise. (iiie) give notice Any right to require Bank to notify Guarantor of the terms, time and place of any public or private sale of any collateral directly or other disposition of personal property security granted by any Obligor indirectly securing the Indebtedness. (f) Any "one action" or "anti-deficiency" law or any other Person; (iv) take law which may prevent Bank from bringing any other action action, including a claim for deficiency, against Guarantor, before or pursue after Bank's commencement or completion of any other remedy in WFBC’s power; or (v) make any presentment or demand for performanceforeclosure action, or give any notice action in lieu of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligationsforeclosure. (bg) Guarantor waives any defense Any election of remedies by Bank that may destroy or impair Guarantor's subrogation rights or Guarantor's right to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor proceed for reimbursement against Borrower or any other Person; (ii) the cessation Guarantor, surety or limitation from any cause whatsoever, other than payment in full, endorser of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC against any Obligor; (vi) any impairment of the value of any interest in any security for the Obligations or any portion thereofIndebtedness, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rightslaw limiting, powers qualifying, or remedies discharging the Indebtedness. (h) Any disability or other defense of any Obligor in connection with any anti-deficiency laws Borrower, or any other laws limitingGuarantor, qualifying surety or discharging endorser, or any other person, or by reason of the Obligationscessation from any cause of whatsoever, whether by operation other than payment in full of law the Indebtedness or otherwise, including any rights Guarantor may have to the extent it offsets all or a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness or affects the validity or enforceability of the Indebtedness. 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, such 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.

GUARANTOR'S WAIVERS. (a) 6.1 Guarantor waives any right to require WFBC Bank to: (ia) proceed against any Obligor of the Borrowers or any other Personperson; (iib) marshal assets or proceed against or exhaust any security granted by held from any Obligor of the Borrowers or any other Personperson; (iiic) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by held from any Obligor of the Borrowers or any other Personperson; (ivd) take any other action or pursue any other remedy in WFBC’s Bank's power; or (ve) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC Bank as security for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. (b) 6.2 Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (ia) any disability or other defense of any Obligor of the Borrowers or any other Personperson; (iib) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness Indebtedness of any of the Borrowers or any other Personperson; (iiic) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any Obligor, if it of the Borrowers which is a corporation, partnership or other type of entity, or any defect in the formation of any Obligorsuch Borrower; (ivd) the application by any Obligor of the Borrowers of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor Borrowers to, or intended or understood by, WFBC Bank or Guarantor; (ve) any act or omission by WFBC Bank which directly or indirectly results in or aids the discharge of any Obligor of the Borrowers or any portion of the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Bank against any Obligorof the Borrowers; (vif) any impairment of the value of any interest in any security for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (viig) any modification of the ObligationsIndebtedness, in any form whatsoever, including any modification made after revocation hereof to any Obligations indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; or (viiih) any requirement that WFBC Bank give any notice of acceptance of this Guaranty. Until all Obligations Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Bank now has or may hereafter have against any Obligor of the Borrowers or any other Personperson, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCBank. Guarantor further waives all rights and defenses Guarantor may have arising out of (Ai) any election of remedies by WFBCBank, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsIndebtedness, destroys Guarantor’s 's rights of subrogation or Guarantor’s 's rights to proceed against any Obligor of the Borrowers for reimbursement, or (Bii) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor of the Borrowers in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsBorrowers' Indebtedness, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness.

GUARANTOR'S WAIVERS. (a) Guarantor waives any right to require WFBC Bank to: (i) proceed against any Obligor of the Borrowers or any other Personperson; (ii) marshal assets or proceed against or exhaust any security granted by held from any Obligor of the Borrowers or any other Personperson; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by held from any Obligor of the Borrowers or any other Personperson; (iv) take any other action or pursue any other remedy in WFBC’s Bank's power; or (v) make any presentment or demand for performanceperformance , or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC Bank as security for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. In addition to the foregoing, Guarantor waives any rights it may have under Sections 49-25 and 49-26 of the Code of Virginia (1950), as amended, including any right to require Bank to proceed against Borrowers or any collateral that secures the Indebtedness. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor of the Borrowers or any other Personperson; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness Indebtedness of any of the Borrowers or any other Personperson; (iii) any lack of authority of any officer, directordirector , partner, agent or any other Person person acting or purporting to act on behalf of any Obligor, if it of the Borrowers which is a corporation, partnership or other type of entity, or any defect in the formation of any Obligorsuch Borrower; (iv) the application by any Obligor of the Borrowers of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor Borrowers to, or intended or understood by, WFBC Bank or Guarantor; (v) any act or omission by WFBC Bank which directly or indirectly results in or aids the discharge of any Obligor of the Borrowers or any portion of the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Bank against any Obligorof the Borrowers; (vi) any impairment of the value of any interest in any security for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the ObligationsIndebtedness, in any form whatsoever, including any modification made after revocation hereof to any Obligations Indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; or (viii) any requirement that WFBC Bank give any notice of acceptance of this Guaranty. Until all Obligations Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Bank now has or may hereafter have against any Obligor of the Borrowers or any other Personperson, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCBank. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBCBank, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsIndebtedness, destroys Guarantor’s 's rights of subrogation or Guarantor’s 's rights to proceed against any Obligor of the Borrowers for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor of the Borrowers in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsBorrowers' Indebtedness, whether by operation of law law, or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness.

GUARANTOR'S WAIVERS. (a) 6.1 Guarantor waives any right to require WFBC Bank to: : (ia) proceed against any Obligor of the Borrowers or any other Personperson; (iib) marshal assets or proceed against or exhaust any security granted by held from any Obligor of the Borrowers or any other Personperson; (iiic) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by held from any Obligor of the Borrowers or any other Personperson; (ivd) take any other action or pursue any other remedy in WFBC’s Bank's power; or (va) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any With arty obligations or evidences of indebtedness held by WFBC Bank as security for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. (b) 6.2 Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: of (ia) any disability or other defense of any Obligor of the Borrowers or any other Personperson; (iib) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations or the indebtedness Indebtedness of any of the Borrowers or any other Personperson; (iiic) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any Obligor, if it of the Borrowers which is a corporation, partnership or other type of entity, or any defect in the formation of any Obligorsuch Borrower; (ivd) the application by any Obligor of the Borrowers of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor Borrowers to, or intended or understood by, WFBC Bank or Guarantor; (va) any act or omission by WFBC Bank which directly or indirectly results in or aids the discharge of any Obligor of the Borrowers or any portion of of' the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Bank against any Obligor; of the Borrowers: (vif) any impairment of the value of any interest in any security for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (viig) any modification of the ObligationsIndebtedness, in any form whatsoever, including any arty modification made after revocation hereof to any Obligations indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, ,. or other change in the terms of, the Obligations Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; or (viiih) any requirement that WFBC Bank give any notice of acceptance of this Guaranty. Until all Obligations Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Bank now has or may hereafter have against any Obligor of the Borrowers or any other Personperson, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCBank. Guarantor further waives all rights and defenses Guarantor may have arising out of (Ai) any election of remedies by WFBCBank, even though that election of remedies, remedies such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, Indebtedness destroys Guarantor’s 's rights of subrogation or Guarantor’s rights 's right to proceed against any Obligor of the Borrower for reimbursement, or (Bii) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging of the ObligationsBorrower's Indebtedness, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness.

GUARANTOR'S WAIVERS. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: lender (iA) proceed against any Obligor to continue lending money or any to extend other Personcredit to Borrower; (iiB) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) to make any presentment or demand for performance, or give any notice of nonperformancepresentment, protest, notice of protest demand, or notice of dishonor hereunder any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or non action on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, Indebtedness or in connection with the creation of new or additional Obligations. loans or obligations; (bC) Guarantor waives to resort for payment or to proceed directly or at once against any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor person, including Borrower or any other Personguarantor; (iiD) the cessation to proceed directly against or limitation exhaust any collateral held by Xxxxxx from any cause whatsoeverBorrower, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officerguarantor, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligorperson; (ivE) the application by to pursue any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, remedy within Lender’s power; or intended or understood by, WFBC or Guarantor; (vF) to commit any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwisekind, or which in at any way impairs time, with respect to any matter whatsoever. Guarantor also waives any and all rights or suspends defenses based on suretyship or impairment of collateral including, but not limited to, any rights or remedies defenses arising by reason of WFBC against any Obligor; (viA) any impairment of the value of any interest in any security for the Obligations “one action” or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable “anti-deficiency” law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Personlaw which may prevent lender from bringing any action, and waives including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any benefit offoreclosure action, either judicially or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out exercise of a power of sale; (AB) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, Xxxxxx which destroys or otherwise adversely affects Guarantor’s subrogation rights of subrogation or Guarantor’s rights to proceed against any Obligor Borrower for reimbursement, or (B) including without limitation, any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws law limiting, qualifying qualifying, or discharging the ObligationsIndebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations, or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Xxxxxxxx, whether by operation of law voluntarily or otherwise, including or by any rights 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 may have further waives and agrees not to a fair market value hearing assert or claim at any time any deductions to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security amount guaranteed under this Guaranty for any portion 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 Obligationswaivers 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. (a) Except as prohibited by applicable law, Guarantor waives any right to require WFBC to: Lender (iA) proceed against any Obligor to continue lending money or any to extend other Personcredit to Borrower; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor or any other Person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s power; or (v) 8) to make any presentment or demand for performance, or give any notice of nonperformancepresentment, protest, notice of protest demand, or notice of dishonor hereunder 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 any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, Indebtedness or in connection with the creation of new or additional Obligations. loans or obligations; (bC) Guarantor waives to resort for payment or to proceed directly or at once against any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor person, Including Borrower or any other Personguarantor; (iiD) the cessation to proceed directly against or limitation exhaust any collateral held by Lender from any cause whatsoeverBorrower, other than payment in full, of the Obligations or the indebtedness of any other Person; (iii) any lack of authority of any officerguarantor, director, partner, agent or any other Person acting or purporting person; (E) to act on behalf give notice of the terms, time, and place of any Obligor, if it is a corporation, partnership public or private sale of personal property security held by Lender from Borrower or to comply with any other type applicable provisions of entity, or any defect in the formation of any ObligorUniform Commercial Code; (ivF) the application by to pursue any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, remedy within Lender's power; or intended or understood by, WFBC or Guarantor; (vG) to commit any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations by operation of law or otherwisekind, or which in at any way impairs time, with respect to any matter whatsoever. Guarantor also waives any and all rights or suspends defenses based on suretyship or impairment of collateral including, but not limited to, any rights or remedies defenses arising by reason of WFBC against any Obligor; (viA) any impairment of the value of any interest in any security for the Obligations "one action" or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or the failure to preserve the value of, or to comply with applicable "anti-deficiency" law in disposing of, any such security; (vii) any modification of the Obligations, in any form whatsoever, including any modification made after revocation hereof to any Obligations incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice of acceptance of this Guaranty. Until all Obligations have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC now has or may hereafter have against any Obligor or any other Personlaw which may prevent Lender from bringing any action, and waives including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any benefit offoreclosure action, either judicially or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out exercise of a power of sale; (AB) any election of remedies by WFBC, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, Lender which destroys or otherwise adversely affects Guarantor’s 's subrogation rights of subrogation or Guarantor’s 's rights to proceed against any Obligor Borrower for reimbursement, or (B) including without limitation, any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws or any other laws law limiting, qualifying qualifying, or discharging the ObligationsIndebtedness; (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 Borrower, whether by operation of law voluntarily or otherwise, including or by any rights 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 fair market value hearing legend that the same are subject to determine this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the size 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 deficiency following trust or (iii) enter into any foreclosure agreement for such sale or other disposition transfer of ownership or such change in trust beneficiary. If Lender consents to any real property security for any portion 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 ObligationsIndebtedness 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.

GUARANTOR'S WAIVERS. Each Guarantor waives, to the fullest extent permitted by law: (a) all statutes of limitations as a defense to any action or proceeding brought against such Guarantor waives by the Guaranteed Parties; (b) any right it may have to require WFBC to: (i) the Guaranteed Parties to proceed against any Obligor the Borrower or any other Person; (ii) marshal assets or Guarantor, proceed against or exhaust any security granted by any Obligor held from the Borrower or any other Person; (iii) give notice of the termsGuarantor, time and place of any public or private sale or other disposition of personal property security granted by any Obligor or any other Person; (iv) take any other action or pursue any other remedy in WFBC’s powerthe Guaranteed Parties' power to pursue; or (vc) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC as security for or which constitute in whole or in part the Obligations guaranteed hereunder, or in connection with the creation of new or additional Obligations. (b) Guarantor waives any defense to its based on any claim that such Guarantor's obligations hereunder exceed or are more burdensome than those of the Borrower or any other Guarantor; (d) any defense based upon or arising by reason ofon: (i) any legal disability or other defense of any Obligor the Borrower or any other Person; Guarantor, (ii) the cessation any release, discharge, modification, impairment or limitation of the liability of the Borrower or any Guarantor to the Guaranteed Parties from any cause whatsoevercause, other than payment in full, of whether consented to by the Obligations Guaranteed Parties or the indebtedness of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of any Obligor, if it is a corporation, partnership or other type of entity, or any defect in the formation of any Obligor; (iv) the application by any Obligor of the proceeds of any Obligations for purposes other than the purposes represented by such Obligor to, or intended or understood by, WFBC or Guarantor; (v) any act or omission by WFBC which directly or indirectly results in or aids the discharge of any Obligor or any portion of the Obligations arising by operation of law or otherwisefrom 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 which any part thereof, or any security held therefor, in any way impairs or suspends any rights or remedies of WFBC against any Obligorsuch Insolvency Proceeding; (vie) any impairment 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 the value Guaranteed Parties allowed as being secured, partially secured or unsecured, any extension of credit by the Guaranteed Parties to the Borrower or any interest Guarantor in any Insolvency Proceeding, and the taking and holding by the Administrative Agent or any Lender of any security for the Obligations or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release extension of any such security without substitution, or the failure to preserve the value of, or to comply with applicable law in disposing of, any such securitycredit; (viif) any modification all presentments, demands for performance, notice of the Obligationsintention to accelerate, in any form whatsoevernotice of acceleration, including any modification made after revocation hereof to any Obligations incurred prior to such revocationnotices of nonperformance, and including without limitation the renewalprotests, extensionnotices of protest, acceleration or other change in time for payment ofnotices of dishonor, or other change in the terms of, the Obligations or any portion thereof; or (viii) any requirement that WFBC give any notice notices of acceptance of this Guaranty. Until all Obligations have been paid in fullGuaranty and of the existence, Guarantor shall have no right creation, or incurring of subrogationnew or additional indebtedness, and Guarantor waives demands and notices of every kind; and (g) any right to enforce any remedy which WFBC now has defense based on or may hereafter have against any Obligor or any other Person, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBC. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBC, even though defense that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Obligations, destroys Guarantor’s rights of subrogation or Guarantor’s rights to proceed against any Obligor for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor in connection with any anti-deficiency laws Borrower or any other laws limiting, qualifying or discharging the Obligations, whether by operation of law or otherwise, including any rights Guarantor may have to a fair market value hearing to determine the size of a deficiency following any foreclosure sale payment or other disposition of any real property security for any portion performance of the ObligationsGuaranteed Obligations or any part of them.

GUARANTOR'S WAIVERS. (a) Guarantor waives any right to require WFBC Bank to: (i) proceed against any Obligor Borrower or any other Personperson; (ii) marshal assets or proceed against or exhaust any security granted by any Obligor held from Borrower or any other Personperson; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security granted by any Obligor held from Borrower or any other Personperson; (iv) take any other action or pursue any other remedy in WFBC’s Bank's power; or (v) make any presentment or demand for performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor hereunder or in connection with any obligations or evidences of indebtedness held by WFBC Bank as security for or which constitute in whole or in part the Obligations Indebtedness guaranteed hereunder, or in connection with the creation of new or additional ObligationsIndebtedness. (b) Guarantor waives any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense of any Obligor Borrower or any other Personperson; (ii) the cessation or limitation from any cause whatsoever, other than payment in full, of the Obligations Indebtedness of Borrower or the indebtedness of any other Personperson; (iii) any lack of authority of any officer, director, partner, agent or any other Person person acting or purporting to act on behalf of any Obligor, if it Borrower which is a corporation, partnership or other type of entity, or any defect in the formation of any ObligorBorrower; (iv) the application by any Obligor Borrower of the proceeds of any Obligations Indebtedness for purposes other than the purposes represented by such Obligor Borrower to, or intended or understood by, WFBC Bank or Guarantor; (v) any act or omission by WFBC Bank which directly or indirectly results in or aids the discharge of any Obligor Borrower or any portion of the Obligations Indebtedness by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of WFBC Bank against any ObligorBorrower; (vi) any impairment of the value of any interest in any security for the Obligations Indebtedness or any portion thereof, including without limitation, the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, or and/or the failure to preserve the value of, or to comply with applicable law in disposing of, any such security; (vii) any modification of the ObligationsIndebtedness, in any form whatsoever, including any modification made after revocation hereof to any Obligations Indebtedness incurred prior to such revocation, and including without limitation the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the Obligations Indebtedness or any portion thereof, including increase or decrease of the rate of interest thereon; or (viii) any requirement that WFBC Bank give any notice of acceptance of this Guaranty. Until all Obligations Indebtedness shall have been paid in full, Guarantor shall have no right of subrogation, and Guarantor waives any right to enforce any remedy which WFBC Bank now has or may hereafter have against any Obligor Borrower or any other Personperson, and waives any benefit of, or any right to participate in, any security now or hereafter held by WFBCBank. Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by WFBCBank, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the ObligationsIndebtedness, destroys Guarantor’s 's rights of subrogation or Guarantor’s 's rights to proceed against any Obligor Borrower for reimbursement, or (B) any loss of rights Guarantor may suffer by reason of any rights, powers or remedies of any Obligor Borrower in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the ObligationsBorrower's Indebtedness, whether by operation of law Sections 726, 580a or 580d of the Code of Civil Procedure as from time to time amended, or otherwise, including any rights Guarantor may have to a Section 580a fair market value hearing to determine the size of a deficiency following any foreclosure sale or other disposition of any real property security for any portion of the ObligationsIndebtedness.