GUARANTY OF COMPLETION

THIS GUARANTY OF COMPLETION (this “Guaranty”) is made and given as of ________________, 201__ (the “Effective Date”) by [Guarantor] (“Guarantor”) to and for the benefit of the Board of Trustees of the California State University, on behalf of California State University, [campus] (“Landlord”), with reference to the following recitals:

RECITALS

WHEREAS, Landlord is the owner of certain unimproved real property in the County of __________(“County”), State of California, consisting of approximately ______________ acres and legally described in Exhibit A hereto (the “Premises”);

WHEREAS, Landlord and [Developer Entity] (“Tenant”) are parties to that certain Ground Lease dated as of even date herewith (the “Ground Lease”) whereby Tenant will lease the Premises (together with certain appurtenant rights and easements) from Landlord for the purpose of constructing thereon and thereafter owning and operating a [Insert Use] and other appurtenant facilities as more particularly described on Exhibit B hereto (the “Improvements”);

WHEREAS, pursuant to Section 2.8 of the Ground Lease, it is a condition precedent to Landlord’s obligations thereunder that Tenant provide a guaranty executed by a creditworthy [entity/individual] guaranteeing Tenant’s Completion of Construction (as defined below) of the Improvements, and such obligation is a material inducement to Landlord’s entry into the Ground Lease;

WHEREAS, Guarantor is [an affiliate/equity owner] of the Tenant and will derive substantial direct and indirect benefits from Tenant’s entry into the Ground Lease and Tenant’s consummation of the transactions described therein;

NOW, THEREFORE, in consideration of the mutual covenants herein contained and incorporating by this reference the foregoing Recitals, the parties hereto hereby agree as follows:

AGREEMENT

1. Recitals . The foregoing recitals are true and correct and form a material part of this Guaranty.

2. Definitions . Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Ground Lease, and the following terms shall have the following meanings:

2.1. “BOT” shall mean the Board of Trustees of the California State University.

2.2. “Commenced Construction” shall mean, with respect to the Improvements, the moment in time when (i) all permits, licenses and approvals required in order to construct the Improvements have been duly issued, (ii) the Contractor for such Improvements has been given notice by Tenant to proceed with the construction of such Improvements, and (iii) such Contractor has actually commenced preconstruction activities on the Premises.

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2.3. “Completion of Construction” shall be deemed to occur when (i) the Improvements have been completed, and (ii) Landlord has received from the Design Professional and the Contractor, in form reasonably satisfactory to Landlord, written certification, or other evidence reasonably acceptable to Landlord, that (a) the completed Improvements have been substantially completed in compliance with the Construction Requirements, and (b) the completed Improvements have been inspected and finally approved by all appropriate governmental authorities and University Entities, and all final certificates of occupancy or similar permits or approvals required as a condition to the occupancy or use of the Improvements for the Permitted Use have been duly issued, and (c) the Improvements are free of any claims for mechanic’, materielmen’s or any other liens with respect to the construction of the Improvements.

2.4. “Construction Requirements” shall mean all applicable Laws, Landlord’s construction requirements (which are attached to the Ground Lease as Exhibit C and incorporated herein), the Design Guidelines (which are attached to the Ground Lease as Exhibit   D and incorporated herein), the Final Plans approved by the University and/or the BOT for the Improvements, and the requirements of the Ground Lease applicable to the construction of the Improvements.

2.5. “Contractor” shall mean the general contractor duly licensed by the State of California and designated by Tenant and approved in writing by Landlord to be the general contractor for the construction of the Improvements.

2.6. “Design Professional” shall mean a qualified professional architect or engineer, licensed in the State of California and in good standing, who may perform architectural or engineering services, including analysis of project requirements, creation and development of the project design, preparation of drawings, and specifications and bidding requirements.

2.7. “Final Plans” shall mean the construction documents prepared in accordance with the Design Guidelines and which are approved by Landlord as complete in all respects and ready for use in construction.

2.8. “Force Majeure” shall mean a strike, act of God, inability to obtain labor or materials, governmental restriction, enemy action, civil commotion, fire, or similar cause, provided such similar cause is beyond the reasonable control of Landlord, Tenant or Guarantor.

2.9. “Permitted Use” shall mean the use of the Premises and the Improvements for [specify permitted use under the Ground Lease].

2.10. “Person” shall mean any natural person, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and other entity.

2.11. “Stoppage of Construction” shall be deemed to occur at any time during which Tenant or its Contractor is not diligently and continuously prosecuting the construction and completion of the Improvements pursuant to the Construction Requirements.

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2.12. “Trigger Event” shall mean the occurrence of one (1) or more of the following:

(i) once Tenant has Commenced Construction, Tenant shall permit or suffer a Stoppage of Construction for a single period of either (a) ten (10) consecutive days or (b) thirty (30) total days in any sixty (60) day period, unless the Stoppage of Construction is caused by either (x) Force Majeure, (y) University Delay, or (z) otherwise consented to by Landlord; or

(ii) Tenant shall fail to achieve Completion of Construction in accordance with the Construction Requirements.

2.13. “University Entity” shall mean Landlord, the BOT, or any applicable office, department, body or agency of any of the foregoing.

2.14. “University Delay” shall mean delay caused by a University Entity (other than delays consistent with the established time frames for such University Entity to conduct reviews and/or grant or deny discretionary approvals). In no event shall a University Entity’s rejection of an application submitted by Tenant due to Tenant’s failure to comply with any requirement of such University Entity’s approval process be considered a University Delay.

3. Unconditional Guaranty .

3.1 Guarantor unconditionally, absolutely, and irrevocably guarantees to Landlord that it will perform, complete and pay for (or cause to be performed, completed and paid for) the construction of the Improvements to the point of Completion of Construction (including by paying any cost overruns incurred in the course of achieving Completion of Construction) (a) in accordance with the Final Plans, (b) not later than the Scheduled Completion Date (as defined in and determined pursuant to the Ground Lease), and (c) free from any liens or claims of any or all Persons performing services or providing labor at the Premises or furnishing materials thereto (the obligations and responsibilities enumerated in this Section 3.1, collectively, “Guaranteed Obligations”).

3.2 If a Trigger Event shall occur, then, in any such event and within ten (10) days after the earlier to occur of (i) written notice given by Landlord to Guarantor of the occurrence of such Trigger Event, or (ii) Guarantor’s actual knowledge of the occurrence of such Trigger Event, Guarantor shall assume all responsibility therefor and, at Guarantor’s own cost and expense, cause the continued construction of the Improvements to the point of Completion of Construction in accordance with the terms of the Ground Lease and this Guaranty (including the payment and discharge of all liens and claims of all Persons performing services or providing labor on the Project or furnishing materials thereto). If, for ten (10) days following written notice from Landlord, Guarantor shall fail or refuse to perform, or continue performance of, any of its obligations hereunder with respect to the Guaranteed Obligations, then in addition to any other rights and remedies which Landlord may have hereunder, under the Ground Lease, or otherwise, Landlord, at Landlord’s sole and absolute discretion, shall have the right to take action (including the payment of costs and expenses) to perform the Guaranteed Obligations before, during, or after the exercise of any other remedy of Landlord against Tenant, Guarantor or any other Person. The amounts of any and all expenditures so made by Landlord for the

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payment or performance of the Guaranteed Obligations shall be due and payable to Landlord by Guarantor within ten (10) days after written notice and demand by Landlord and shall bear interest until paid (whether before or after any judgment) at the rate of ten percent (10%) per annum.

3.3 Subject to Section 7 hereof, this Guaranty shall automatically expire upon the last to occur of (i) Completion of Construction, and (ii) the payment to Landlord of all amounts payable to Landlord pursuant to Section 3.2 above, if any, together with all other amounts, awards or damages payable to Landlord as a result of a default by Guarantor hereunder.

4. Consents . Guarantor hereby consents to any and all changes in the terms, covenants, and conditions in the Ground Lease, and any budget approved in connection therewith, and any and all amendments, modifications, additions, deletions, or supplements to any of the foregoing.

5. Representations, Warranties and Covenants . Guarantor represents and warrants to Landlord and covenants, as applicable, that:

5.1. Guarantor is an entity with full power and authority to conduct the business in which it is currently engaged, and to execute, deliver and perform under this Guaranty;

5.2. there is no action, proceeding, or investigation pending or, to Guarantor’s knowledge, threatened against Guarantor which could, if adversely decided, have a material adverse impact upon Guarantor’s ability to perform hereunder or its financial condition;

5.3. there is no term or provision of any deed of trust, agreement, instrument, judgment, decree, order, statute, rule, or regulation which prevents or interferes with, or adversely affects Guarantor’s execution or delivery of this Guaranty, the validity of this Guaranty, or the carrying out of the terms hereof;

5.4. Guarantor has not filed a voluntary petition for relief or otherwise commenced a case under the bankruptcy Laws pursuant to any federal or state statutes or rule of law;

5.5. Guarantor has not had an involuntary bankruptcy case or proceeding commenced against it which resulted in the entry of an order for relief or remained undismissed, undischarged, or unbonded for a period of ninety (90) days, nor to Guarantor’s knowledge is there such a case or proceeding threatened, seeking an order for relief pursuant to any bankruptcy statute or any other applicable law;

5.6. Guarantor has not made a general assignment for the benefit of creditors nor has Guarantor admitted in writing an inability generally to pay debts as they become due;

5.7. Guarantor is not insolvent nor is it seeking to have itself declared or adjudicated insolvent;

5.8. Guarantor is not in material default in any of its obligations under any agreement, instrument, judgment, decree, order, statute, rule, or regulation by which Guarantor is bound or affected which could have a material adverse effect on Guarantor’s ability to perform its

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obligations under this Guaranty, the validity or enforceability of this Guaranty, or its financial condition;

5.9. Guarantor hereby agrees to provide to Landlord annual financial statements (including information regarding any contingent liabilities, whether through guaranties or otherwise), certified as true and correct by Guarantor, within ninety (90) days after the end of each calendar year for each such year this Guaranty remains in effect, along with a certificate certifying to Landlord such Guarantor’s then-current Tangible Net Worth, Cash and Marketable Securities (as defined below), which must show a Tangible Net Worth of at least $______________ and Cash and Marketable Securities of at least $______________. As used herein: (a) “Tangible Net Worth” as reported on Guarantor’s balance sheet means, as of the date of determination, the amount by which (i) the market value of Guarantor’s assets as determined by such Guarantor exceeds (ii) the aggregate amount of such Guarantor’s liabilities as determined by such Guarantor; (b) “Cash” means currency of the United States, including currency on deposit with financial institutions whose deposits are insured by an instrumentality of the United States Government, which is not subject to any lien; and (c) “Marketable Securities” means (i) stocks and bonds which are listed and traded on a recognized national exchange in the United States and which are not subject to any lien, encumbrance or security interest, and (ii) marketable direct obligations issued by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States and which are not subject to any lien, encumbrance or security interest, in each case maturing within one (1) year after the date of acquisition thereof; and

5.10. Guarantor shall not permit a material adverse change in its financial condition so as to impair its ability to meet Guarantor’s obligations under this Guaranty.

6. No Impairment . Guarantor agrees that its liability as guarantor shall not be impaired or affected by any renewals or extensions of the Ground Lease which may be made from time to time, with or without the knowledge or consent of Guarantor, or by any forbearance or delay in collecting amounts owed under or enforcing remedies arising under the Ground Lease, or by any waiver by Landlord under the Ground Lease, or by Landlord’s failure or election not to pursue any other remedies it may have against Tenant or Guarantor, or by any change or modification in the Ground Lease, or by any error or omission of any contractor, architect, engineer or other third party (without waiving any recourse or other right or remedy Guarantor may have against any of the foregoing as a result of the error or omission, other than against Landlord), or by the acceptance by Landlord of any additional security or any increase, substitution or change therein, or by the release by Landlord of any security or any withdrawal thereof or decrease therein, or by the application of payments received from any source to the payment of any obligation owing to Landlord under the Ground Lease, it being the intent hereof that Guarantor shall remain liable for the performance of the Guaranteed Obligations guaranteed hereby notwithstanding any act or thing that might otherwise operate as a legal or equitable discharge of a surety. Guarantor further understands and agrees that Landlord may at any time enter into agreements with Tenant to amend and modify the Ground Lease, and may waive or release any provision or provisions of the Ground Lease, and may make and enter into any such agreement or agreements as Landlord and Tenant may deem proper and desirable, without in any manner impairing or affecting this Guaranty or any of Landlord’s rights hereunder or Guarantor’s obligations hereunder.

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7. Assumption of Liability; Reinstatement . Guarantor expressly agrees that in the event all or any part of the Guaranteed Obligations hereafter cease for any reason whatsoever (other than the termination of this Guaranty pursuant to Section 3.3 hereof), Guarantor nevertheless expressly assumes liability for all of such Guaranteed Obligations, notwithstanding that Guarantor (i) shall subordinate its subrogation rights pursuant to Section 14 hereof; and (ii) may not be permitted to proceed or pursue any remedies against the Tenant or be permitted to be subrogated to Landlord’s position pursuant to Section 14 hereof. Guarantor further agrees that to the extent Guarantor makes any payment to Landlord in connection with the obligations guaranteed hereunder and all or any part of such payment is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by Landlord or paid over to a trustee, receiver or any other entity, whether under any bankruptcy act or otherwise (any such payment, a “Preferential Payment”), then this Guaranty shall continue to be effective or shall be reinstated, as the case may be, and to the extent of such payment or repayment by Landlord, the Guaranteed Obligations or part thereof intended to be satisfied by such Preferential Payment shall be revived and continued in full force and effect as if such Preferential Payment had not been made.

8. Liability Absolute and Unconditional . This is an absolute, present and continuing guaranty of payment, performance and completion and not of collection. Guarantor agrees that this Guaranty may be enforced by Landlord without the necessity at any time of resorting to or exhausting any other security or collateral given in connection herewith or with the Ground Lease or resorting to any other guaranties. Guarantor hereby waives any right to require Landlord to join Tenant in any action brought hereunder or to commence any action against or obtain any judgment against Tenant or to pursue any other remedy or enforce any other right. Guarantor further agrees that nothing contained herein or otherwise shall prevent Landlord from pursuing concurrently or successively all rights and remedies available to it at law and/or in equity or under the Ground Lease, and the exercise of any of its rights or the completion of any of its remedies shall not constitute a discharge of Guarantor’s obligations hereunder, it being the purpose and intent of Guarantor that the obligations of Guarantor hereunder shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Guarantor’s obligations under this Guaranty or any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of Tenant under the Ground Lease or by reason of the bankruptcy of Tenant or by reason of any creditor or bankruptcy proceeding instituted by or against Tenant. This Guaranty shall continue to be effective or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to the Ground Lease is rescinded or otherwise required to be returned by Landlord upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of Tenant, or upon or as a result of the appointment of a receiver, intervenor, custodian or conservator of or trustee or similar officer for, Tenant or any substantial part of its property, or otherwise, all as though such payment to Landlord had not been made, regardless of whether Landlord contested the order requiring the return of such payment.

9. Remedies Cumulative . The amount of Guarantor’s liability and all rights, powers, and remedies of Landlord hereunder and under any other agreement now or at any time hereafter in force between Landlord and Guarantor shall be cumulative and not alternative and such rights, powers, and remedies shall be in addition to all rights, powers, and remedies given to Landlord

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by law or in equity. This Guaranty is in addition to and exclusive of the guaranty of any other Person of any obligation of Tenant to Landlord, if any.

10. Enforcement . If: (a) Guarantor defaults in its obligations pursuant to this Guaranty and this Guaranty is placed in the hands of an attorney for collection or is collected through any legal proceeding; (b) an attorney is retained to representLandlord in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving Guarantor; (c) an attorney is retained to enforce this Guaranty; or (d) an attorney is retained to represent Landlord in any proceedings whatsoever in connection with this Guaranty, then Guarantor shall pay to Landlord upon demand all actual and reasonable attorney’s fees, costs and expenses incurred in connection therewith (all of which are referred to herein as “Enforcement Costs”), in addition to all other amounts due hereunder, regardless of whether all or a portion of such Enforcement Costs are incurred in a single proceeding brought to enforce this Guaranty as well as the Ground Lease.

11. Benefits; Binding Effect . Guarantor agrees that this Guaranty shall inure to the benefit of and may be enforced by Landlord and/or its successors, successors by merger, participants, and assigns, and shall be jointly and severally binding upon and enforceable against Guarantor and its successors and assigns and, to the extent provided by operation of the law of successor liability, its personal representatives, beneficiaries, distributees and remaindermen.

12. Independent Obligation . The obligations of Guarantor hereunder are independent of the obligations of Tenant and, in the event of any default hereunder, a separate action or actions may be brought and prosecuted against Guarantor, whether or not Guarantor is the alter ego of Tenant and whether or not Tenant is joined therein or a separate action or actions are brought against Tenant.

13. Modification; Termination . Subject to Section 3.3 hereof, the provisions of this Guaranty may be amended, revised, supplemented, restated, waived or discharged only by an agreement in writing executed by the party against which enforcement of the change, waiver, discharge, or termination is sought.

14. Subordination of Indebtedness; Subrogation . Guarantor hereby irrevocably agrees that any and all rights of subrogation, contribution, indemnity, reimbursement, and any other suretyship rights and claims, whether direct or indirect, liquidated or contingent, whether arising under express or implied contract, by operation of law or otherwise, which Guarantor may now or hereafter have against Tenant or any other Person with respect to all or any portion of the Guaranteed Obligations (all of such rights, collectively, Guarantor’s “Subrogation Rights”), shall be subordinated to the Guaranteed Obligations and Landlord’s rights against Guarantor and any other Person with respect thereto. Guarantor shall not seek to enforce any such Subrogation Rights until the Guaranteed Obligations have been paid and performed in full and the time period shall have expired during which any payment made by Guarantor or any other Person on account thereof may be determined to be a Preferential Payment. If any amount shall be paid to Guarantor on account of any such Subrogation Rights at any time prior to the time when the Guaranteed Obligations shall have been paid and performed in full and prior to the expiration of the time period during which any payment made by Guarantor or any other Person on account thereof may be determined to be a Preferential Payment, such amount shall be held by Guarantor

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in trust for Landlord, segregated from other funds of Guarantor, and turned over to Landlord in the form received by Guarantor (duly endorsed by Guarantor to Landlord, if required), to be applied against Guarantor’s payment and performance obligations with respect to the Guaranteed Obligations.

15. Entire Agreement . Except as may be modified pursuant to Section 13 hereof, this Guaranty shall constitute the entire agreement of Guarantor with Landlord with respect to the subject matter hereof, and no representation, understanding, promise or condition concerning the subject matter hereof shall be binding upon Guarantor or Landlord unless expressed herein.

16. Severability . The parties hereto intend and believe that each provision in this Guaranty comports with all applicable local, state and federal laws and judicial decisions. However, if any provision or provisions, or if any portion of any provision or provisions, in this Guaranty is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision, or public policy, and if such court should declare such portion, provision or provisions of this Guaranty to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent of all parties hereto that such portion, provision or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder of this Guaranty shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained therein, and that the rights, obligations and interest of Landlord under the remainder of this Guaranty shall continue in full force and effect.

17. Notice . Any notice, demand, consent, authorization, request, approval or other communication given or required hereunder shall contain a clear statement of the purpose of such notice, shall reference this Guaranty and shall be effective and valid only if in writing, signed by the party giving such notice and delivered in accordance with the provisions of Section   19.1 of the Ground Lease to the following:

If to Landlord:

[Insert]

With a copy to:

[Insert]

If to Guarantor:

[Insert]

With a copy to:

[Insert]

All such notices shall be considered delivered in accordance with the provisions of Section   19.1 of the Ground Lease.

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18. Default . In the event of any breach of any provision hereof by Guarantor, Landlord, at its option, may declare a default hereunder and, at its option, may elect to enforce its rights under this Guaranty.

19. Joint and Several Guaranteed Obligations . The obligations of Guarantor hereunder are independent of and joint and several with the obligations of any other Person that may become a guarantor of all or a portion of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor whether action is instituted against the any other Person that may become a guarantor of all or a portion of the Guaranteed Obligations.

20. Governing Law . This Guaranty shall be governed by, and construed under, the Laws of the State of California, all rights and remedies being governed by said Laws, without regard to conflict of laws principles.

21. Assignment . Neither this Guaranty nor any obligations of Guarantor hereunder may be assigned by Guarantor. Landlord may assign or transfer, in whole or in part, conditionally or otherwise, its interests in this Guaranty, whereupon such assignee or transferee shall succeed to all rights of Landlord to the extent that such rights are assigned or transferred to it. Landlord may give written notice to Guarantor of any such assignment or transfer, but any failure to give, or delay in giving, such notice shall not affect the obligations of Guarantor hereunder nor affect the validity or enforceability of any such assignment or transfer.

22. Interpretation .

22.1. The section and other headings contained in this Guaranty are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions of this Guaranty. Unless otherwise expressly provided, any reference in this Guaranty to any section, subsection, paragraph, exhibit or schedule is a reference to a section, subsection, paragraph, exhibit or schedule of this Guaranty.

22.2. Whenever the context may require, any pronoun used in this Guaranty shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns and verbs shall include the plural and vice versa.

22.3. Guarantor acknowledges that the provisions and language of this Guaranty have been negotiated and drafted by commercially sophisticated parties and their legal counsel, and agrees that no provision of this Guaranty shall be construed against Guarantor or Landlord by reason of either of such parties or their counsel having drafted such provision.

23. Further Actions . From time to time, at Landlord’s request, without further consideration, Guarantor will execute and deliver such further instruments and take such further action as Landlord may reasonably require, and at no expense to Landlord, to carry out the obligations of Guarantor hereunder and to consummate this Guaranty.

24. Guarantor’s Waivers .

(a) General. Guarantor does hereby (a) waive notice of acceptance of this Guaranty by Landlord and, except as specifically set forth herein or in the Ground Lease, any and all notices

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and demands of every kind that may be required to be given by any statute, rule or law, (b) waive all suretyship defenses, (c) waive, and agree to refrain from asserting, any defense, right of set off or other claim that Guarantor or Tenant may have against Landlord, (d) waive any and all rights Guarantor may have under any anti-deficiency statute or other similar protections, (e) waive any and all rights and defenses Guarantor may have: (i) under or by virtue of any anti-deficiency, “one form of action” and other similar laws, or (ii) under or by virtue of laws that would limit or discharge Tenant’s obigations, (f) waive presentment for payment, demand for payment, notice of nonpayment or dishonor, protest and notice of protest, diligence in collection and any and all formalities which otherwise might be legally required to charge Guarantor with liability, (g) waive any and all rights or defenses Guarantor may have by reason of any election of remedies by Landlord, (h) waive, at all times while this Guaranty is in effect, any and all rights of subrogation, reimbursement, indemnification and contribution from and against Tenant, and (i) waive any failure by Landlord to inform Guarantor of any facts Landlord may now or hereafter know about Tenant, the Premises, the Ground Lease, or the transactions contemplated by the Ground Lease, it being understood and agreed that Landlord has no duty to so inform and that Guarantor is fully responsible for being and remaining informed by Tenant of all circumstances bearing on the risk of nonperformance of the Guaranteed Obligations. Credit may be granted or continued from time to time by Landlord to Tenant without notice to or authorization from Guarantor, regardless of the financial or other condition of Tenant at the time of any such grant or continuation. Landlord shall have no obligation to disclose or discuss with Guarantor its assessment of the financial condition of Tenant. Guarantor acknowledges that no representations of any kind whatsoever have been made to Guarantor by Landlord.

(b) Deficiency. In the event that any amount is now or hereafter secured by a deed of trust, the Guarantor waives any defense and all rights and benefits of those laws purporting to state that no deficiency judgment may be recovered on certain real property purchase money obligations (as presently contained in Section 580b of the California Code of Civil Procedure and as it may be amended or superseded in the future) and those laws purporting to state that no deficiency judgment may be recovered after a trustee’s sale under a deed of trust (as presently contained in Section 580d of the California Code of Civil Procedure and as it may be amended or superseded in the future). THE GUARANTOR ACKNOWLEDGES THAT A FORECLOSURE BY A TRUSTEE’S SALE UNDER A DEED OF TRUST MAY RESULT IN THE DESTRUCTION OF THE GUARANTOR’S SUBROGATION RIGHTS THAT MAY OTHERWISE EXIST AND THAT A DESTRUCTION OF THOSE RIGHTS MAY CREATE A DEFENSE TO A DEFICIENCY JUDGMENT AGAINST THE TENANT AND/OR THE GUARANTOR.

THE GUARANTOR WAIVES ALL RIGHTS AND DEFENSES THAT GUARANTOR MAY HAVE BECAUSE THE DEBT OR ANY PORTION THEREOF IS SECURED BY REAL PROPERTY. THIS MEANS, AMONG OTHER THINGS:

(1) The Landlord may collect from the Guarantor without first foreclosing on any real or personal property pledged by the Tenant.

(2) If the Landlord forecloses on any real property collateral pledged by the Tenant:

A. The amount owed may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.

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B. The Landlord may collect from the Guarantor even if the creditor, by foreclosing on the real property collateral, either through judicial foreclosure or by exercise of a power of sale, has diminished or destroyed any right the Guarantor may have to collect from the Tenant.

This is an unconditional and irrevocable waiver of any rights and defenses the Guarantor may have because an amount is secured by real property. These rights and defenses include, but are not limited to, any rights and defenses based on Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure.

(c) Election of Remedies. The Guarantor waives all rights and defenses arising out of an election of remedies by the Landlord, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the Guarantor’s rights of subrogation and reimbursement against the Tenant by the operation of Section 580d of the California Code of Civil Procedure or otherwise.

(d) Statute of Limitations. To the maximum extent permitted by law, the Guarantor waives the benefit of the statute of limitations affecting the Guarantor’s liability hereunder or the enforcement hereof.

(e) Action Against the Tenant (and Other Remedies). The Guarantor waives all right to require the Landlord to: (i) proceed against the Tenant, any endorser, cosigner, other guarantor or other person liable for any obligation; (ii) join the Tenant or any endorser, cosigner, other guarantor or other person liable for any obligation in any action or actions that may be brought and prosecuted by the Landlord solely and separately against the Guarantor for any obligation; (iii) proceed against any item or items of collateral securing any obligationt or any guaranty thereof, or (iv) pursue or refrain from pursuing any other remedy whatsoever in the Landlord’s power.

(f) Tenant’s Defenses. The Guarantor waives any defense arising by reason of any disability or other defense of the Tenant, any successor or any endorser, cosigner, other guarantor or other person liable under the Ground Lease including, without limitation, any statute of limitation defense that may be available to Tenant or such other person. Until the Guaranteed Obligations have been paid in full, the Guarantor shall not have any right of subrogation and the Guarantor waives any benefit of and right to participate in any collateral now or hereafter held by the Landlord.

(g) Tenant’s Financial Condition. The Guarantor waives all right to require the Landlord to disclose any information with respect to (i) the financial condition, credit or character of the Tenant, any endorser, cosigner, other guarantor or other person liable under the Ground Lease (ii) any collateral securing the Ground Lease, or (iii) any action or inaction on the part of the Landlord or the Tenant. The Guarantor hereby assumes the responsibility for being informed of the financial condition, credit and character of the Tenant and of all circumstances bearing upon the risk of non performance or any obligation under the Ground Lease which diligent inquiry would reveal.

25. Time of Essence . Time is of the essence in the performance of this Guaranty. To the extent the time for performance falls on a day that is not a Business Day, the time for

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performance shall extend to the next Business Day.

26. Dispute Resolution .

26.1. Disputes Subject to Judicial Reference. The provisions of this Section   26 shall in no way limit the following even though it may be before, after, or during the pendency of any Accelerated Trial: (a) the right of Landlord to obtain a judgment for unlawful detainer, ejectment or the like under the Ground Lease from a court of competent jurisdiction; or (b) the right of any party to exercise self-help remedies; or (c) the right of any party to obtain equitable, provisional or ancillary remedies (such as, but not limited to, temporary restraining orders or preliminary or permanent injunctions) from a court of competent jurisdiction. The parties agree that the Superior Court of the State of California, in and for the County, shall have exclusive jurisdiction over all such matters. The exercise of any such right or remedy by a party shall not waive the right of that party to resort to an Accelerated Trial.

26.2. Accelerated Trial. Except as set forth in Sections 26.1 above, if Landlord claims that Guarantor is in default or breach of any obligation under this Guaranty, written notice of such claim shall, in accordance with this Guaranty, be served upon Guarantor. Landlord and Guarantor agree to resolve such dispute(s) by accelerated trial (“Accelerated Trial”) as follows:

26.3. Complaint. Landlord shall file a complaint in the Superior Court of the State of California for the County, specifying the disputed claim as the cause of action upon which the complaint is filed. The complaint shall state that the complainant waives trial by jury.

26.4. Answer. Provided that service of the complaint is accompanied by written notice that failure to respond within ten (10) days could result in a default judgment being entered, the defendant must answer the complaint within ten (10) Business Days after service (and such period shall not be extended), for failure of which a default judgment may be entered against it. The answer shall state that the respondent waives trial by jury.

26.5. Service of Process. The summons and complaint may be served personally or by U.S. Postal Service Express Mail, return receipt requested, to the addresses provided in this Guaranty, or in such other manner as provided by law. Service of the answer and other filings shall be made by telephone facsimile transmission with an original simultaneously sent by U.S. Postal Service Express Mail, or in such other manner as provided by law.

26.6. Temporary Judge. Not later than five (5) Business Days after service and filing of the answer, the parties shall stipulate that the case shall be heard and determined for all purposes by a retired judge of the Superior Court for the County where the case was filed, appointed and sitting without a jury as a temporary judge pursuant to California Constitution Article VI, Section 21. In the event that the parties cannot agree within fifteen (15) days after service and filing of the answer on the retired judge to be appointed as temporary judge, one shall be appointed, upon the request of either party, by the Presiding Judge of the Superior Court for the County where the case was filed.

26.7. Retention of Rights. Notwithstanding their stipulation to a temporary judge to try the case and the waiver by both parties to trial by jury, the parties retain all other rights for discovery, to make motions, to summon and present witness and to present evidence, to cause a

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record of the case to be made, to require findings and conclusions, to seek a new trial and to otherwise enjoy and obtain all rights and privileges of a party to a lawsuit in a court of record, even though not enumerated herein, that they otherwise would have under the Laws of the State of California (and the rules of court thereof) had they not stipulated to a temporary judge; including the right to appeal the judgment of the trial court, to obtain stays, orders, review and other relief from the appellate court and Supreme Court.

26.8. Conference. As soon as possible after the appointment of the temporary judge but in no event later than ten (10) days thereafter, the parties shall meet with the judge to arrange a schedule for discovery and pre-trial motions, which schedule shall be designed to bring the matter to trial at the earliest reasonable and feasible date, but in no event later than one hundred twenty (120) days after the conference. The parties agree that the judge shall have considerable latitude in shortening statutory time periods so as to accommodate the desired schedule. Such schedule shall then be established by judicial order.

26.9. Enforcement of the Schedule. The parties acknowledge and agree that it is in each of their best interests to resolve the disputes subject to this Section in the shortest reasonable and feasible time. Therefore, the parties agree that the judge shall firmly but fairly enforce the schedule, using whatever tools are provided by law, including, without limitation, contempt citations and the imposition of sanctions.

26.10. Fees and Costs. Landlord and Guarantor each shall pay one-half of the fees of the temporary judge and a court reporter

NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE CERTAIN DISPUTES ARISING OUT OF THE MATTERS INCLUDED WITHIN THE SCOPE OF THE ACCELERATED TRIAL PROVISION ABOVE DECIDED BY NEUTRAL REFEREE AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. IF YOU REFUSE TO SUBMIT TO ACCELERATED TRIAL WHEN REQUIRED BY THIS GUARANTY AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO SUBMIT UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ACCELERATED TRIAL PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING.

Guarantor’s initials (________) Landlord’s initials (________)

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IN WITNESS WHEREOF, Guarantor has executed this Guaranty of Completion as of the Effective Date.

GUARANTOR:

[Guarantor]

By: ______________________________Name: Title:

Acknowledged and Agreed as of the Effective Date:

CALIFORNIA STATE UNIVERSITY [LOCATION]

By: ______________________________Name: Title: President

CALIFORNIA STATE UNIVERSITY

By: ______________________________Name:Title:

Signature Page – Completion Guaranty317528847.3