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herein to the Note shall be deemed to include any such renewals, replacements, amendments,extensions, consolidations or modifications thereof.          (e) Liability of Guarantor. This is a guaranty of payment and performance and not ofcollection. The liability of Guarantor under this Guaranty shall be direct and immediate and notconditional or contingent upon the pursuit of any remedies against Borrower or any other person(including, without limitation, other guarantors, if any), nor against any property (whether realor personal), rights, estates and interests now or at any time hereafter securing the payment ofthe Note whether held by Lender or by any person or entity on Lender’s behalf or for Lender’saccount (the “Collateral”). Guarantor waives any right to require that an action be broughtagainst Borrower or any other person or to require that resort be had to any Collateral or to anybalance of any deposit account or credit on the books of Lender in favor of Borrower or any otherperson. In the event, on account of the Bankruptcy Code, as amended, or any other debtor relieflaw (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now orhereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail toincur any debt, obligation or liability as provided in the Note, Guarantor shall nevertheless befully liable therefor. In the event of a default under the Note which is not cured within anyapplicable grace or cure period, Lender shall have the right to enforce its rights, powers andremedies (including, without limitation, foreclosure of all or any portion of the collateral whichis granted or pledged to secure this Guaranty) thereunder or hereunder, in any order, and allrights, powers and remedies available to Lender in such event shall be nonexclusive and cumulativeof all other rights, powers and remedies provided thereunder or hereunder or by law or in equity.If the indebtedness and obligations guarantied hereby are partially paid or discharged by reason ofthe exercise of any of the remedies available to Lender, this Guaranty shall nevertheless remain infull force and effect, and Guarantor shall remain liable for all remaining indebtedness andobligations guarantied hereby, even though any rights which Guarantor may have against Borrower maybe destroyed or diminished by the exercise of any such remedy; and if the indebtedness andobligations guarantied hereby are otherwise partially paid or discharged for any reason, includingvoluntary payment or prepayment, application of insurance proceeds or condemnation awards,additional financing or refinancing, or sale of the Collateral or a portion thereof, with orwithout the consent or cooperation of Lender, this Guaranty shall nevertheless remain in full forceand effect, and Guarantor shall remain liable for all remaining indebtedness and obligationsguarantied hereby.     2. REINSTATEMENT OF OBLIGATIONS. If at any time all or any part of any payment madeby the Borrower or Guarantor or received by Lender from the Borrower or Guarantor under or withrespect to the Note or this Guaranty is or must be rescinded or returned for any reason whatsoever(including, but not limited to, the insolvency, bankruptcy or reorganization of Guarantor orBorrower), then the obligations of Guarantor hereunder shall, to the extent of the paymentrescinded or returned, be deemed to have continued in existence, notwithstanding such previouspayment made by Borrower or Guarantor, or receipt of payment by Lender, and the obligations ofGuarantor hereunder shall continue to be effective or be reinstated, as the case may be, as to suchpayment, all as though such previous payment by Borrower or Guarantor had never been made.     3. REMEDIES. If Guarantor fails to promptly perform its obligations under thisGuaranty, Lender may from time to time, and without first requiring performance by Borrower orexhausting any or all security for the Loan, bring any action at law or in equity or both to compelGuarantor to perform its obligations hereunder, and to collect in any such action compensation forall loss, cost, damage, injury and expense sustained or incurred by Lender as a direct or indirectconsequence of the failure of Guarantor to perform its obligations together with interest thereonat the rate of interest applicable to the principal balance of the Note.     4. RIGHTS OF LENDER. Guarantor authorizes Lender, without giving notice to Guarantoror obtaining Guarantor’s consent and without affecting the liability of Guarantor, from time totime to: (a) renew or extend all or any portion of Borrower’s obligations under the Note or any ofthe other Loan Documents; (b) declare all sums owing to Lender under the Note and the other LoanDocuments due and payable upon the occurrence of an Event of Default (as defined in the Note) underthe Loan Documents; (c) make material changes in the dates specified for payments of any sumspayable in periodic installments under the Note or any of the other Loan Documents; (d) otherwisemodify, amend, supplement or replace from time to time the terms of any of the Loan Documents, (e)take and hold security for the performance of Borrower’s obligations under the Note or the otherLoan Documents and exchange, enforce, waive and release any such security; (f) apply such securityand direct the order or manner of sale thereof as Lender in its discretion may determine; (g)release, substitute or add any one or more endorsers of the Note or guarantors of Borrower’sobligations under the Note or the other Loan Documents; (h) apply payments received by Lender fromBorrower to any obligations of Borrower to Lender, in such order as Lender shall determine in itssole discretion, whether or not any such obligations are covered by this Guaranty; and (i) assignthis Guaranty in whole or in part.     5. GUARANTOR’S WAIVERS. Guarantor waives: (a) any defense based upon any legaldisability or other defense of Borrower, any other guarantor or other person, or by reason of thecessation or limitation of the liability of
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Borrower from any cause other than full payment of all sums payable under the Note or any ofthe other Loan Documents; (b) any defense based upon any lack of authority of the officers,directors, partners or agents acting or purporting to act on behalf of Borrower or any principal ofBorrower or any defect in the formation of Borrower or any principal of Borrower; (c) any defensebased upon the application by Borrower of the proceeds of the Loan for purposes other than thepurposes represented by Borrower to Lender or intended or understood by Lender or Guarantor; (d)all rights and defenses arising out of an election of remedies by Lender, even though that electionof remedies, such as a nonjudicial foreclosure with respect to security for a guarantiedobligation, has destroyed Guarantor’s rights of subrogation and reimbursement against Borrower bythe operation of Section 580d of the California Code of Civil Procedure or otherwise; (e) anydefense based upon Lender’s failure to disclose to Guarantor any information concerning Borrower’sfinancial condition or any other circumstances bearing on Borrower’s ability to pay all sumspayable under the Note or any of the other Loan Documents; (f) any defense based upon any statuteor rule of law which provides that the obligation of a surety must be neither larger in amount nor,in any other respect, more burdensome than that of a principal; (g) any defense based upon Lender’selection, in any proceeding instituted under the Federal Bankruptcy Code, of the application ofSection 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense basedupon any borrowing or any grant of a security interest under Section 364 of the Federal BankruptcyCode; (i) presentment, demand, protest and notice of any kind; (j) the benefit of any statute oflimitations affecting the liability of Guarantor hereunder or the enforcement hereof; and (k) anyrights under California Code of Civil Procedure Sections 580a and 726(b), which provide, amongother things, that (i) a creditor must file a complaint for deficiency within three (3) months of anonjudicial foreclosure sale or judicial foreclosure sale, as applicable; (ii) a fair market valuehearing must be held; and (iii) the amount of the deficiency judgment shall be limited to theamount by which the unpaid debt exceeds the fair market value of the security, but not more thanthe amount by which the unpaid debt exceeds the sale price of the security. In addition, Guarantorwaives all rights and defenses that Guarantor may have because Borrower’s debt is secured by realproperty. This means, among other things: (l) Lender may collect from Guarantor without firstforeclosing on any real or personal property collateral pledged by Borrower; and (m) if Lenderforecloses on any real property collateral pledged by Borrower, then (i) the amount of the debt maybe reduced only by the price for which that collateral is sold at the foreclosure sale, even if thecollateral is worth more than the sale price, and (ii) Lender may collect from Guarantor even ifLender, by foreclosing on the real property collateral, has destroyed any right Guarantor may haveto collect from Borrower. The foregoing sentence is an unconditional and irrevocable waiver of anyrights and defenses Guarantor may have because Borrower’s debt is secured by real property. Theserights and defenses being waived by Guarantor include, but are not limited to, any rights ordefenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure.Without limiting the generality of the foregoing or any other provision hereof, Guarantor alsowaives, to the extent permitted by law, any and all rights and defenses which might otherwise beavailable to Guarantor under California Civil Code Sections 2899 and 3433 and 2787 to 2855,inclusive, or any of such sections. Finally, Guarantor agrees that the payment of all sums payableunder the Note or any of the other Loan Documents or any part thereof or other act which tolls anystatute of limitations applicable to the Note or the other Loan Documents shall similarly operateto toll the statute of limitations applicable to Guarantor’s liability hereunder.     6. GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lender wouldnot make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectivenessof this Guaranty; (c) Guarantor has established adequate means of obtaining from sources other thanLender, on a continuing basis, financial and other information pertaining to Borrower’s financialcondition, the assets owned by Borrower and Borrower’s activities relating thereto and the statusof Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keepadequately informed from such means of any facts, events or circumstances which might in any wayaffect Guarantor’s risks hereunder and Lender has made no representation to Guarantor as to anysuch matters; (d) the most recent financial statements of Guarantor previously delivered to Lenderare true and correct in all respects, have been prepared in accordance with generally acceptedaccounting principles consistently applied (or other principles acceptable to Lender) and fairlypresent the financial condition of Guarantor as of the respective dates thereof, and no materialadverse change has occurred in the financial condition of Guarantor since the respective datesthereof; (e) Guarantor has not and will not, without the prior written consent of Lender, sell,lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all ofGuarantor’s assets, or any interest therein, other than in the ordinary course of Guarantor’sbusiness; and (f) Guarantor shall not later than thirty (30) days from written request from Lender,provide Lender with year-end financial statements of such Guarantor, such statements to be preparedin a form and in accordance with accounting principles reasonably acceptable to Lender.     7. SUBORDINATION. Guarantor subordinates all present and future indebtedness owing byBorrower to Guarantor to the obligations at any time owing by Borrower to Lender under the Note andthe other Loan Documents. Guarantor agrees that, as long as this Guaranty is in effect, Guarantorwill not take any action or initiate any proceedings, judicial or otherwise, to enforce Guarantor’srights or remedies with respect to any such indebtedness, including, without limitation, any actionto enforce remedies with respect to any defaults under such indebtedness or to any collateralsecuring such indebtedness or to obtain any judgment or prejudgment remedy against Borrower or anysuch collateral. Guarantor also agrees that it shall not commence or join with any other creditoror creditors of Borrower in commencing any bankruptcy,
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reorganization or insolvency proceedings against Borrower. Guarantor further agrees not toassign all or any part of such indebtedness unless Lender is given prior notice and such assignmentis expressly made subject to the terms of this Guaranty. If Lender so requests, (a) allinstruments evidencing such indebtedness shall be duly endorsed and delivered to Lender, (b) allsecurity for such indebtedness shall be duly assigned and delivered to Lender, (c) suchindebtedness shall be enforced, collected and held by Guarantor as trustee for Lender and shall bepaid over to Lender on account of the Loan but without reducing or affecting in any manner theliability of Guarantor under the other provisions of this Guaranty, and (d) Guarantor shallexecute, file and record such documents and instruments and take such other action as Lender deemsnecessary or appropriate to perfect, preserve and enforce Lender’s rights in and to suchindebtedness and any security therefor. If Guarantor fails to take any such action, Lender, asattorney-in-fact for Guarantor, is hereby authorized to do so in the name of Guarantor. Theforegoing power of attorney is coupled with an interest and cannot be revoked.     8. BANKRUPTCY OF BORROWER. In any bankruptcy or other proceeding in which the filingof claims is required by law, Guarantor shall file all claims which Guarantor may have againstBorrower relating to any indebtedness of Borrower to Guarantor and shall assign to Lender allrights of Guarantor thereunder. If Guarantor does not file any such claim, Lender, asattorney-in-fact for Guarantor, is hereby authorized to do so in the name of Guarantor or, inLender’s discretion, to assign the claim to a nominee and to cause proof of claim to be filed inthe name of Lender’s nominee. The foregoing power of attorney is coupled with an interest andcannot be revoked. Lender or its nominee shall have the right, in its reasonable discretion, toaccept or reject any plan proposed in such proceeding and to take any other action which a partyfiling a claim is entitled to do. In all such cases, whether in administration, bankruptcy orotherwise, the person or persons authorized to pay such claim shall pay to Lender the amountpayable on such claim and, to the full extent necessary for that purpose, Guarantor hereby assignsto Lender all of Guarantor’s rights to any such payments or distributions; provided, however,Guarantor’s obligations hereunder shall not be satisfied except to the extent that Lender receivescash by reason of any such payment or distribution. If Lender receives anything hereunder otherthan cash, the same shall be held as collateral for amounts due under this Guaranty. If all or anyportion of the obligations guarantied hereunder are paid or performed, the obligations of Guarantorhereunder shall continue and shall remain in full force and effect in the event that all or anypart of such payment or performance is avoided or recovered directly or indirectly from Lender as apreference, fraudulent transfer or otherwise under the Bankruptcy Code or other similar laws,irrespective of (a) any notice of revocation given by Guarantor prior to such avoidance orrecovery, and (b) full payment and performance of all of the indebtedness and obligations evidencedand secured by the Loan Documents.     9. DISCLOSURE OF INFORMATION; PARTICIPATIONS. Guarantor agrees that Lender may elect,at any time, to sell, assign, participate or securitize all or any portion of Lender’s rights andobligations under the Loan Documents, and that any such sale, assignment, participation orsecuritization may be to one or more financial institutions or other entities, to privateinvestors, and/or into the public securities marketplace, at Lender’s sole discretion. Guarantorfurther agrees that Lender may disseminate to any such actual or potential purchaser(s),assignee(s) or participant(s) all documents and information (including, without limitation, allfinancial information) which has been or is hereafter provided to or known to Lender with respectto: (a) the property owned by Borrower and its operation; (b) any party connected with the Loan(including, without limitation, the Guarantor, the Borrower, any partner of Borrower, anyconstituent partner of Borrower, any guarantor and any nonborrower trustor); and/or (c) any lendingrelationship other than the Loan which Lender may have with any party connected with the Loan. Inthe event of any such sale, assignment, participation, or securitization, Lender and parties to thesame shall share in the rights and obligations of Lender set forth in the Loan Documents as and tothe extent they shall agree among themselves. In connection with any such sale, assignment,participation, or securitization, Guarantor further agrees that this Guaranty shall be sufficientevidence of the obligations of Guarantor to each purchaser, assignee, or participant, and uponrequest by Lender, Guarantor shall, within fifteen (15) days after request by Lender, (i) deliverto Lender and any other party designated by Lender an estoppel certificate verifying, for thebenefit of Lender and any other party designated by Lender, the status and the terms and provisionsof this Guaranty in form and substance reasonably acceptable to Lender, and (ii) enter into suchamendments or modifications to this Guaranty as may be reasonably required in order to facilitateany such sale, assignment, participation or securitization without impairing Guarantor’s rights orincreasing Guarantor’s obligations hereunder. The indemnity obligations of Guarantor under thisGuaranty shall also apply with respect to any purchaser, assignee or participant.     10. ADDITIONAL, INDEPENDENT AND UNSECURED OBLIGATIONS. The obligations of Guarantorhereunder shall be in addition to and shall not limit or in any way affect the obligations ofGuarantor under any other existing or future guaranties unless said other guaranties are expresslymodified or revoked in writing. This Guaranty is independent of the obligations of Borrower underthe Note, the Security Agreement and the other Loan Documents. Guarantor agrees that nothingcontained in this Guaranty shall prevent Lender from suing to collect on the Note or fromexercising concurrently or successively any rights available to it at law and/or in equity or underany of the Loan Documents, and that the exercise of any of the aforesaid rights shall notconstitute a legal or equitable discharge of Guarantor. Guarantor hereby authorizes and empowersLender to exercise, in its sole discretion, any rights and remedies, or any combination thereof,which may then be available, since it is the intent and purpose of Guarantor that the obligationshereunder shall be absolute, independent and
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unconditional under any and all circumstances. Lender may bring a separate action to enforcethe provisions hereof against Guarantor without taking action against Borrower or any other partyor joining Borrower or any other party as a party to such action.     11. ATTORNEYS’ FEES; ENFORCEMENT. If any attorney is engaged by Lender to enforce ordefend any provision of this Guaranty, or any of the other Loan Documents, or as a consequence ofany Event of Default under the Loan Documents, with or without the filing of any legal action orproceeding, Guarantor shall pay to Lender, immediately upon demand all reasonable attorneys’ feesand costs incurred by Lender in connection therewith, together with interest thereon from the dateof such demand until paid at the rate of interest applicable to the principal balance of the Noteas specified therein.     12. RULES OF CONSTRUCTION. The word “Borrower” as used herein shall include both thenamed Borrower and any other person at any time assuming or otherwise becoming primarily liable forall or any part of the obligations of the named Borrower under the Note and the other LoanDocuments. The term “person” as used herein shall include any individual, company, trust or otherlegal entity of any kind whatsoever. If this Guaranty is executed by more than one person, theterm “Guarantor” shall include all such persons. When the context and construction so require, allwords used in the singular herein shall be deemed to have been used in the plural and vice versa.All headings appearing in this Guaranty are for convenience only and shall be disregarded inconstruing this Guaranty.     13. CREDIT REPORTS. Each legal entity and individual obligated on this Guarantyhereby authorizes Lender to order and obtain, from a credit reporting agency of Lender’s choice, athird party credit report on such legal entity and individual.     14. GOVERNING LAW. This Guaranty shall be governed by, and construed in accordancewith, the laws of the State of California, except to the extent preempted by Federal laws.Guarantor and all persons and entities in any manner obligated to Lender under this Guarantyconsent to the jurisdiction of any Federal or State Court within the State of California havingproper venue and also consent to service of process by any means authorized by California orFederal law.     15. MISCELLANEOUS. The provisions of this Guaranty will bind and benefit the heirs,executors, administrators, legal representatives, nominees, successors and assigns of Guarantor andLender. The liability of all persons and entities who are in any manner obligated hereunder shallbe joint and several. If any provision of this Guaranty shall be determined by a court ofcompetent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemedsevered from this Guaranty and the remaining parts shall remain in full force as though theinvalid, illegal or unenforceable portion had never been part of this Guaranty.     16. SURVIVAL. This Guaranty shall be deemed to be continuing in nature and shallremain in full force and effect and shall survive the exercise of any remedy by Lender under theDeed of Trust or any of the other Loan Documents, including, without limitation, any foreclosure ordeed in lieu thereof.     17. ADDITIONAL PROVISIONS. Such additional terms, covenants and conditions as may beset forth on any exhibit executed by Guarantor and attached hereto which recites that it is anexhibit to this Guaranty are incorporated herein by this reference.     18. ENFORCEABILITY. Guarantor hereby acknowledges that: (a) the obligationsundertaken by Guarantor in this Guaranty are complex in nature, and (b) numerous possible defensesto the enforceability of these obligations may presently exist and/or may arise hereafter, and (c)as part of Lender’s consideration for entering into this transaction, Lender has specificallybargained for the waiver and relinquishment by Guarantor of all such defenses, and (d) Guarantorhas had the opportunity to seek and receive legal advice from legal counsel. Given all of theabove, Guarantor does hereby represent and confirm to Lender that Guarantor is fully informedregarding, and that Guarantor does thoroughly understand: (i) the nature of such possible defenses,and (ii) the circumstances under which such defenses may arise, and (iii) the benefits which suchdefenses might confer upon Guarantor, and (iv) the legal consequences to Guarantor of waiving suchdefenses. Guarantor acknowledges that Guarantor makes this Guaranty with the intent that thisGuaranty and all of the informed waivers herein shall each and all be fully enforceable by Lender,and that Lender is induced to enter into this transaction in material reliance upon the presumedfull enforceability thereof.     19. WAIVER OF JURY TRIAL. TO THE EXTENT NOW OR HEREAFTER PERMITTED BY LAW, LENDER ANDGUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIALBY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,THIS GUARANTY, OR ANY COURSE OR CONDUCT,
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COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF LENDER OR GUARANTOR.THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER TO MAKE THIS LOAN TO BORROWER.     20. SECURITY AND NONRECOURSE. This Note is secured by the Security Agreement grantedby Guarantor in favor of Lender. In the event of any default under the Note, or the SecurityAgreement , Lender shall neither seek nor take any deficiency or monetary judgment againstGuarantor. It is agreed, acknowledged and understood, however, that nothing contained in thisSection 20 shall in any manner or way release, affect or impair: (a) the existence of the debtevidenced by the Note; (b) the payment and performance obligations of Guarantor under the terms ofthis Guaranty, subject to the limitation set forth in this Section 20 on a deficiency or monetaryjudgment against Guarantor; (c) the enforceability of the liens and security interests created bythe Security Agreement; (d) Lender’s rights to protect its security under the Security Agreementand at law; and (e) the right of Lender to recover from Guarantor personally (or execute upon orrecover other property of Guarantor in lieu thereof): (i) an amount equal to any rents, securitydeposits or other income received by Guarantor from the tenants of the real property owned by theBorrower or income from the collateral described in the Security Agreement, after a default underthe Note or the Security Agreement; (ii) an amount necessary to repair any damage to the real orpersonal property owned by the Borrower, which is caused by the willful or wanton act or omissionof Guarantor or Borrower; (iii) an amount equal to any and all of the Lender’s costs, expenses,damages, or liabilities, including without limitation, all reasonable attorneys’ fees, directly orindirectly arising out of or attributable to the use, generation, storage, release, threatenedrelease, discharge, disposal, or presence on, under, or about the property owned by the Borrower,or any materials, wastes, or substances defined or classified as hazardous or toxic underapplicable federal, state or local laws or regulations; (iv) an amount equal to any condemnation orinsurance proceeds, or other similar funds or payments attributable to the property owned by theBorrower; (v) any tenant security deposits, advances or prepaid rents, or other similar sums thathave been paid to Borrower or held for the account of Borrower by any other person or entity inconnection with the operation of the property owned by Borrower and that have not either beenapplied or refunded in accordance with the relevant lease; or (vi) the right of Lender to recoverfrom Guarantor any deficiency or monetary judgment for any loss, liability or damage arising out ofor based upon any fraud or willful misrepresentation of a material fact by Guarantor or Borrower.IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date appearing on the first pageof this Guaranty.      “GUARANTOR”