2809, 2810, 2815, 2819, 2821, 2839, 2845, 2848, 2849, 2850, 2899 AND
3433.
(D)
EACH GUARANTOR HEREBY FURTHER WAIVES (TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW):
(1) ALL RIGHTS AND DEFENSES ARISING OUT OF AN
ELECTION OF REMEDIES BY THE SECURED CREDITORS, EVEN THOUGH THAT ELECTION OF
REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A
GUARANTEED OBLIGATION, HAS DESTROYED SUCH GUARANTOR'S RIGHTS OF SUBROGATION AND
REIMBURSEMENT AGAINST THE PRINCIPAL BY THE OPERATION OF SECTION 580D OF THE
CALIFORNIA CODE OF CIVIL PROCEDURE OR OTHERWISE; (2) SUCH GUARANTOR'S RIGHTS OF
SUBROGATION AND REIMBURSEMENT AND ANY OTHER RIGHTS AND DEFENSES AVAILABLE TO
SUCH GUARANTOR BY REASON OF THE CALIFORNIA CIVIL CODE SECTIONS 2787 TO 2855,
INCLUSIVE, INCLUDING, WITHOUT LIMITATION, (I) ANY DEFENSES SUCH GUARANTOR MAY
HAVE TO THE GUARANTEED OBLIGATIONS BY REASON OF AN ELECTION OF REMEDIES BY THE
SECURED CREDITORS AND (II) ANY RIGHTS OR DEFENSES SUCH GUARANTOR MAY HAVE BY
REASON OF PROTECTION AFFORDED TO THE PRINCIPAL BORROWER WITH RESPECT TO THE
OBLIGATION SO GUARANTEED PURSUANT TO THE ANTIDEFICIENCY OR OTHER LAWS OF THE
STATE OF CALIFORNIA LIMITING OR DISCHARGING THE BORROWER'S INDEBTEDNESS,
INCLUDING, WITHOUT LIMITATION, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580A,
580B, 580D OR 726.
11.
IF AND TO THE EXTENT THAT ANY GUARANTOR MAKES ANY PAYMENT TO ANY
SECURED CREDITOR OR TO ANY OTHER PERSON PURSUANT TO OR IN RESPECT OF THIS
GUARANTY, ANY CLAIM WHICH SUCH GUARANTOR MAY HAVE AGAINST THE BORROWER BY REASON
THEREOF SHALL BE SUBJECT AND SUBORDINATE TO THE PRIOR PAYMENT IN FULL OF THE
GUARANTEED OBLIGATIONS TO EACH SECURED CREDITOR. PRIOR TO THE TRANSFER BY ANY
GUARANTOR OF ANY NOTE OR NEGOTIABLE INSTRUMENT EVIDENCING ANY INDEBTEDNESS OF
THE BORROWER TO SUCH GUARANTOR, SUCH GUARANTOR SHALL MARK SUCH NOTE OR
NEGOTIABLE INSTRUMENT WITH A LEGEND THAT THE SAME IS SUBJECT TO THIS
SUBORDINATION.
Page 8
12.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY IN THIS GUARANTY,
THE SECURED CREDITORS AGREE THAT THIS GUARANTY MAY BE ENFORCED ONLY BY THE
ACTION OF THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT, IN EACH CASE ACTING
UPON THE INSTRUCTIONS OF THE REQUIRED LENDERS (OR, AFTER THE DATE ON WHICH ALL
CREDIT AGREEMENT OBLIGATIONS HAVE BEEN PAID IN FULL, THE HOLDERS OF AT LEAST A
MAJORITY OF THE INTEREST RATE OBLIGATIONS) AND THAT NO OTHER SECURED CREDITOR
SHALL HAVE ANY RIGHT INDIVIDUALLY TO SEEK TO ENFORCE OR TO ENFORCE THIS GUARANTY
OR TO REALIZE UPON THE SECURITY TO BE GRANTED HEREBY, IT BEING UNDERSTOOD AND
AGREED THAT SUCH RIGHTS AND REMEDIES MAY BE EXERCISED BY THE ADMINISTRATIVE
AGENT OR THE COLLATERAL AGENT OR THE HOLDERS OF AT LEAST A MAJORITY OF THE
INTEREST RATE OBLIGATIONS, AS THE CASE MAY BE, FOR THE BENEFIT OF THE SECURED
CREDITORS UPON THE TERMS OF THIS GUARANTY AND THE OTHER CREDIT DOCUMENTS.
THE
SECURED CREDITORS FURTHER AGREE THAT THIS GUARANTY MAY NOT BE ENFORCED AGAINST
ANY DIRECTOR, OFFICER, EMPLOYEE, MEMBER OR STOCKHOLDER OF ANY GUARANTOR (EXCEPT
TO THE EXTENT SUCH MEMBER OR
STOCKHOLDER IS ALSO A GUARANTOR HEREUNDER).