Common use of Additional Guarantor Waivers and Agreements Clause in Contracts

Additional Guarantor Waivers and Agreements. (a) Each Loan Party understands and acknowledges that if the Secured Parties foreclose judicially or nonjudicially against any real property security for the Obligations, that foreclosure could impair or destroy any ability that such Loan Party may have to seek reimbursement, contribution, or indemnification from any other Loan Party or others based on any right such Loan Party may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party under this Guaranty. Each Loan Party further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan Party’s rights, if any, may entitle such Loan Party to assert a defense to this Guaranty based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, each Loan Party freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party will be fully liable under this Guaranty even though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Obligations; (ii) agrees that such Loan Party will not assert that defense in any action or proceeding which the Secured Parties may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party in this Guaranty include any right or defense that such Loan Party may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Obligations. (b) Each Loan Party waives all rights and defenses that such Loan Party may have because any of the Obligations is secured by real property. This means, among other things: (i) the Secured Parties may collect from any Loan Party without first foreclosing on any real or personal property collateral pledged by the other Loan Parties; and (ii) if the Secured Parties foreclose on any real property collateral pledged by the other Loan Parties: (A) the amount of the Obligations 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, and (B) the Secured Parties may collect from any Loan Party even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party may have because any of the Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) Each Loan Party waives any right or defense it may have at law or equity, including California Code of Civil Procedure § 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) Each Loan Party Guarantor understands and acknowledges that if the Secured Parties foreclose judicially or nonjudicially against any real property security for the Secured Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party the Borrowers or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this Guaranty. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan PartyGuarantor’s rights, if any, may entitle such Loan Party Guarantor to assert a defense to this Guaranty based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party it will be fully liable under this Guaranty even though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Secured Obligations; , (ii) agrees that such Loan Party it will not assert that defense in any action or proceeding which the Secured Parties may commence to enforce this Guaranty; , (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Guarantor in this Guaranty include any right or defense that such Loan Party it may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; , and (iv) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Secured Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Secured Obligations. (b) Each Loan Party Guarantor waives all rights and defenses that such Loan Party it may have because any of the Secured Obligations is secured by real property. This means, among other things: (i) the Secured Parties may collect from any Loan Party Guarantor without first foreclosing on any real or personal property collateral pledged by the other Loan Parties; , and (ii) if the Secured Parties foreclose on any real property collateral pledged by the other Loan Parties: (A) the amount of the Secured Obligations 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, and (B) the Secured Parties may collect from any Loan Party Guarantor even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such Loan Party Guarantor may have to collect from the other Loan PartiesBorrowers. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party Guarantor may have because any of the Secured Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) Each Loan Party Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) 11.16.1 Each Loan Party Guarantor understands and acknowledges that if the Secured Parties foreclose Agent forecloses judicially or nonjudicially against any real property security for any of the Guaranteed Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party a Borrower or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this GuarantySection 11. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan PartyGuarantor’s rights, if any, may entitle such Loan Party Guarantor to assert a defense to the guaranty under this Guaranty Section 11 based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this GuarantyAgreement, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party Guarantor will be fully liable under this Guaranty Section 11 even though the Secured Parties Agent may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing any of the Guaranteed Obligations; (ii) agrees that such Loan Party Guarantor will not assert that defense in any action or proceeding which the Secured Parties Agent may commence to enforce the guaranty under this GuarantySection 11; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Guarantor in this Guaranty Agreement include any right or defense that such Loan Party Guarantor may have or be entitled to assert based upon or arising out of any one or more of §§ Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties Agent and Lenders are relying on this waiver in creating any of the Guaranteed Obligations, and that this waiver is a material part of the consideration which the Secured Parties Agent and Lenders are receiving for creating the Guaranteed Obligations. (b) 11.16.2 Each Loan Party Guarantor waives all rights and defenses that such Loan Party Guarantor may have because of any of the Guaranteed Obligations is secured by real property. This means, among other things: (i) the Secured Parties Agent may collect from any Loan Party the Guarantors without first foreclosing on any real or personal property collateral pledged by the other Loan Partiesany Obligor; and (ii) if the Secured Parties foreclose Agent forecloses on any real property collateral pledged by the other Loan Partiesany Obligor: (A) the amount of the Guaranteed Obligations 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, and (B) the Secured Parties Agent may collect from any Loan Party the Guarantors even if the Secured PartiesAgent, by foreclosing on the real property collateral, have has destroyed any right such Loan Party the Guarantors may have to collect from the other Loan PartiesBorrowers. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party any Guarantor may have because any of the Guaranteed Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) 11.16.3 Each Loan Party Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § Section 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) Each Loan Party Guarantor understands and acknowledges that if the Secured Parties foreclose judicially or nonjudicially against any real property security for the Secured Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party the Borrower or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this Guaranty. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan PartyGuarantor’s rights, if any, may entitle such Loan Party Guarantor to assert a defense to this Guaranty based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party it will be fully liable under this Guaranty even though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Secured Obligations; , (ii) agrees that such Loan Party it will not assert that defense in any action or proceeding which the Secured Parties may commence to enforce this Guaranty; , (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Guarantor in this Guaranty include any right or defense that such Loan Party it may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; , and (iv) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Secured Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Secured Obligations. (b) Each Loan Party Guarantor waives all rights and defenses that such Loan Party it may have because any of the Secured Obligations is secured by real property. This means, among other things: (i) the Secured Parties may collect from any Loan Party Guarantor without first foreclosing on any real or personal property collateral pledged by the other Loan Parties; , and (ii) if the Secured Parties foreclose on any real property collateral pledged by the other Loan Parties: (A) the amount of the Secured Obligations 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, and (B) the Secured Parties may collect from any Loan Party Guarantor even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such Loan Party Guarantor may have to collect from the other Loan PartiesBorrower. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party Guarantor may have because any of the Secured Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) Each Loan Party Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) Each Loan Party Guarantor understands and acknowledges that if the Secured Parties foreclose judicially or nonjudicially against any real property security for the Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party the Borrower or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this Guaranty. Each Loan Party further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan Party’s rights, if any, may entitle such Loan Party to assert a defense to this Guaranty based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party Guarantor will be fully liable under this Guaranty even though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Obligations; (ii) agrees that such Loan Party Guarantor will not assert that defense in any action or proceeding which the Secured Parties may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party in this Guaranty include any right or defense that such Loan Party may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Obligations. (b) Each Loan Party Guarantor waives all rights and defenses (other than the defense of payment and the benefit of any statute of limitations) that such Loan Party Guarantor may have because any of the Obligations is secured by real property. This means, among other things: (i) the Secured Parties may collect from any Loan Party such Guarantor without first foreclosing on any real or personal property collateral pledged by the other Loan Parties; and (ii) if the Secured Parties foreclose on any real property collateral pledged by the other Loan Parties: (A) the amount of the Obligations 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, and (B) the Secured Parties may collect from any Loan Party such Guarantor even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such Loan Party Guarantor may have to collect from the other Loan PartiesBorrower. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party (other than the defense of payment and the benefit of any statute of limitations) such Guarantor may have because any of the Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) Each Loan Party waives any right or defense it may have at law or equity, including California Code of Civil Procedure § 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) 11.16.1. Each Loan Party Guarantor understands and acknowledges that if the Secured Parties foreclose Agent forecloses judicially or nonjudicially against any real property security for any of the Guaranteed Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party a Borrower or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this GuarantySection 11. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan PartyGuarantor’s rights, if any, may entitle such Loan Party Guarantor to assert a defense to the guaranty under this Guaranty Section 11 based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this GuarantyAgreement, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party Guarantor will be fully liable under this Guaranty Section 11 even though the Secured Parties Agent may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing any of the Guaranteed Obligations; (ii) agrees that such Loan Party Guarantor will not assert that defense in any action or proceeding which the Secured Parties Agent may commence to enforce the guaranty under this GuarantySection 11; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Guarantor in this Guaranty Agreement include any right or defense that such Loan Party Guarantor may have or be entitled to assert based upon or arising out of any one or more of §§ Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties Agent and Lenders are relying on this waiver in creating any of the Guaranteed Obligations, and that this waiver is a material part of the consideration which the Secured Parties Agent and Lenders are receiving for creating the Guaranteed Obligations. (b) 11.16.2. Each Loan Party Guarantor waives all rights and defenses that such Loan Party Guarantor may have because of any of the Guaranteed Obligations is secured by real property. This means, among other things: (i) the Secured Parties Agent may collect from any Loan Party the Guarantors without first foreclosing on any real or personal property collateral pledged by the other Loan Partiesany Obligor; and (ii) if the Secured Parties foreclose Agent forecloses on any real property collateral pledged by the other Loan Partiesany Obligor: (A) the amount of the Guaranteed Obligations 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, and (B) the Secured Parties Agent may collect from any Loan Party the Guarantors even if the Secured PartiesAgent, by foreclosing on the real property collateral, have has destroyed any right such Loan Party the Guarantors may have to collect from the other Loan PartiesBorrowers. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party any Guarantor may have because any of the Guaranteed Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) 11.16.3. Each Loan Party Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § Section 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) Each Loan Party Guarantor understands and acknowledges that if the Secured Parties foreclose judicially or nonjudicially non-judicially against any real property security for the Secured Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party the Borrowers or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this Guaranty. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan PartyGuarantor’s rights, if any, may entitle such Loan Party Guarantor to assert a defense to this Guaranty based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party it will be fully liable under this Guaranty even though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Secured Obligations; (ii) agrees that such Loan Party it will not assert that defense in any action or proceeding which the Secured Parties may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Guarantor in this Guaranty include any right or defense that such Loan Party it may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Secured Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Secured Obligations. (b) Each Loan Party Guarantor waives all rights and defenses that such Loan Party it may have because any of the Secured Obligations is secured by real property. This means, among other things: (i) the Secured Parties may collect from any Loan Party Guarantor without first foreclosing on any real or personal property collateral pledged by the other Loan Parties; and (ii) if the Secured Parties foreclose on any real property collateral pledged by the other Loan Parties: , (A) the amount of the Secured Obligations 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, and (B) the Secured Parties may collect from any Loan Party Guarantor even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such Loan Party Guarantor may have to collect from the other Loan PartiesBorrowers. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party Guarantor may have because any of the Secured Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) Each Loan Party Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) Each Loan Party Guarantor understands and acknowledges that if the Secured Parties foreclose judicially or nonjudicially non-judicially against any real property security for the Secured Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party the Borrower or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this Guaranty. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan PartyGuarantor’s rights, if any, may entitle such Loan Party Guarantor to assert a defense to this Guaranty based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party it will be fully liable under this Guaranty even though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Secured Obligations; (ii) agrees that such Loan Party it will not assert that defense in any action or proceeding which the Secured Parties may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Guarantor in this Guaranty include any right or defense that such Loan Party it may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Secured Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Secured Obligations. (b) Each Loan Party Guarantor waives all rights and defenses that such Loan Party it may have because any of the Secured Obligations is secured by real property. This means, among other things: (i) the Secured Parties may collect from any Loan Party Guarantor without first foreclosing on any real or personal property collateral pledged by the other Loan Parties; and (ii) if the Secured Parties foreclose on any real property collateral pledged by the other Loan Parties: , (A) the amount of the Secured Obligations 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, and (B) the Secured Parties may collect from any Loan Party Guarantor even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such Loan Party Guarantor may have to collect from the other Loan PartiesBorrower. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party Guarantor may have because any of the Secured Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) Each Loan Party Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) 11.16.1 Each Loan Party Guarantor understands and acknowledges that if the Secured Parties foreclose Agent forecloses judicially or nonjudicially against any real property security for any of the Guaranteed Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party a Borrower or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this GuarantySection 11. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan Party’s Guarantor's rights, if any, may entitle such Loan Party Guarantor to assert a defense to the guaranty under this Guaranty Section 11 based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxxv. Gradsxx, 265 Cal000 Xxl. App. 2d 40 (1968). By executing this GuarantyAgreement, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party Guarantor will be fully liable under this Guaranty Section 11 even though the Secured Parties Agent may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing any of the Guaranteed Obligations; (ii) agrees that such Loan Party Guarantor will not assert that defense in any action or proceeding which the Secured Parties Agent may commence to enforce the guaranty under this GuarantySection 11; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Guarantor in this Guaranty Agreement include any right or defense that such Loan Party Guarantor may have or be entitled to assert based upon or arising out of any one or more of §§ Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties Agent and Lenders are relying on this waiver in creating any of the Guaranteed Obligations, and that this waiver is a material part of the consideration which the Secured Parties Agent and Lenders are receiving for creating the Guaranteed Obligations. (b) 11.16.2 Each Loan Party Guarantor waives all rights and defenses that such Loan Party Guarantor may have because of any of the Guaranteed Obligations is secured by real property. This means, among other things: (i) the Secured Parties Agent may collect from any Loan Party the Guarantors without first foreclosing on any real or personal property collateral pledged by the other Loan Partiesany Obligor; and (ii) if the Secured Parties foreclose Agent forecloses on any real property collateral pledged by the other Loan Partiesany Obligor: (A) the amount of the Guaranteed Obligations 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, and (B) the Secured Parties Agent may collect from any Loan Party the Guarantors even if the Secured PartiesAgent, by foreclosing on the real property collateral, have has destroyed any right such Loan Party the Guarantors may have to collect from the other Loan PartiesBorrowers. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party any Guarantor may have because any of the Guaranteed Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) 11.16.3 Each Loan Party Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § Section 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) Each Loan Party Guarantor understands and acknowledges that if the Secured Parties Lenders foreclose judicially or nonjudicially against any real property security for the Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, contribution or indemnification from any other Loan Party the Borrower or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this Guaranty. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan PartyGuarantor’s rights, if any, may entitle such Loan Party Guarantor to assert a defense to this Guaranty based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. v. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party Guarantor will be fully liable under this Guaranty even though the Secured Parties Lenders may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Obligations; (ii) agrees that such Loan Party Guarantor will not assert that defense in any action or proceeding which the Secured Parties Lenders may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Holdings in this Guaranty include any right or defense that such Loan Party Holdings may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties Lenders are relying on this waiver in creating the Obligations, and that this waiver is a material part of the consideration which the Secured Parties Lenders are receiving for creating the Obligations. (b) Each Loan Party Guarantor waives all rights and defenses that such Loan Party Guarantor may have because any of the Obligations is secured by real property. This means, among other things: (i) the Secured Parties Lenders may collect from any Loan Party such Guarantor without first foreclosing on any real or personal property collateral pledged by the other Loan Parties; and (ii) if the Secured Parties Lenders foreclose on any real property collateral pledged by the other Loan Parties: (A) the amount of the Obligations 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, and (B) the Secured Parties Lenders may collect from any Loan Party such Guarantor even if the Secured PartiesLenders, by foreclosing on the real property collateral, have destroyed any right such Loan Party Guarantor may have to collect from the other Loan PartiesBorrower. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party such Guarantor may have because any of the Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) Each Loan Party Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) Each Loan Party Guarantor understands and acknowledges that if the Secured Parties foreclose judicially or nonjudicially against any real property security for the Total Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party the Borrower or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this Guaranty. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan PartyGuarantor’s rights, if any, may entitle such Loan Party Guarantor to assert a defense to this Guaranty based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party it will be fully liable under this Guaranty even though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Total Obligations; (ii) agrees that such Loan Party it will not assert that defense in any action or proceeding which the Secured Parties may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Guarantor in this Guaranty include any right or defense that such Loan Party it may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Total Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Total Obligations. (b) Each Loan Party Guarantor waives all rights and defenses that such Loan Party it may have because any of the Total Obligations is secured by real property. This means, among other things: (i) the Secured Parties may collect from any Loan Party Guarantor without first foreclosing on any real or personal property collateral pledged by the other Loan Parties; and (ii) if the Secured Parties foreclose on any real property collateral pledged by the other Loan Parties: (A) the amount of the Total Obligations 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, and (B) the Secured Parties may collect from any Loan Party Guarantor even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such Loan Party Guarantor may have to collect from the other Loan PartiesBorrower. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party Guarantor may have because any of the Total Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) Each Loan Party Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) Each Loan Party Guarantor understands and acknowledges that if the Secured Parties foreclose judicially or nonjudicially against any real property security for the Secured Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party the Borrowers or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this Guaranty. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan PartyGuarantor’s rights, if any, may entitle such Loan Party Guarantor to assert a defense to this Guaranty based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party it will be fully liable under this Guaranty even though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Secured Obligations; (ii) agrees that such Loan Party it will not assert that defense in any action or proceeding which the Secured Parties may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Guarantor in this Guaranty include any right or defense that such Loan Party it may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Secured Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Secured Obligations. (b) Each Loan Party Guarantor waives all rights and defenses that such Loan Party it may have because any of the Secured Obligations is secured by real property. This means, among other things: (i) the Secured Parties may collect from any Loan Party Guarantor without first foreclosing on any real or personal property collateral pledged by the other Loan Parties; and (ii) if the Secured Parties foreclose on any real property collateral pledged by the other Loan Parties: (A) the amount of the Secured Obligations 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, and (B) the Secured Parties may collect from any Loan Party Guarantor even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such Loan Party Guarantor may have to collect from the other Loan PartiesBorrowers. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party Guarantor may have because any of the Secured Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) Each Loan Party Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) 11.16.1 Each Loan Party Guarantor understands and acknowledges that if the Secured Parties foreclose Agent forecloses judicially or nonjudicially against any real property security for any of the Guaranteed Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party a Borrower or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this GuarantySection 11. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan PartyGuarantor’s rights, if any, may entitle such Loan Party Guarantor to assert a defense to the guaranty under this Guaranty Section 11 based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this GuarantyAgreement, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party Guarantor will be fully liable under this Guaranty Section 11 even though the Secured Parties Agent may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing any of the Guaranteed Obligations; (ii) agrees that such Loan Party Guarantor will not assert that defense in any action or proceeding which the Secured Parties Agent may commence to enforce the guaranty under this GuarantySection 11; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Guarantor in this Guaranty Agreement include any right or defense that such Loan Party Guarantor may have or be entitled to assert based upon or arising out of any one or more of §§ Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties Agent and Lenders are relying on this waiver in creating any of the Guaranteed Obligations, and that this waiver is a material part of the consideration which the Secured Parties Agent and Lenders are receiving for creating the Guaranteed Obligations. (b) 11.16.2 Each Loan Party Guarantor waives all rights and defenses that such Loan Party Guarantor may have because of any of the Guaranteed Obligations is secured by real property. This means, among other things: (i) the Secured Parties Agent may collect from any Loan Party the Guarantors without first foreclosing on any real or personal property collateral pledged by the other Loan Partiesany Obligor; and (ii) if the Secured Parties foreclose Agent forecloses on any real property collateral pledged by the other Loan Partiesany Obligor: (A) the amount of the Guaranteed Obligations 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, and (B) the Secured Parties Agent may collect from any Loan Party the Guarantors even if the Secured PartiesAgent, by foreclosing on the real property collateral, have has destroyed any right such Loan Party the Guarantors may have to collect from the other Loan PartiesBorrowers. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party any Guarantor may have because any of the Guaranteed Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) 11.16.3 Each Loan Party Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § Section 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) 11.16.1 Each Loan Party Guarantor understands and acknowledges that if the Secured Parties foreclose Agent forecloses judicially or nonjudicially against any real property security for any of the Guaranteed Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party a Borrower or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this GuarantySection 11. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan PartyGuarantor’s rights, if any, may entitle such Loan Party Guarantor to assert a defense to the guaranty under this Guaranty Section 11 based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxxv. Gradsky, 265 Cal. App. 2d 40 (1968). By executing this GuarantyAgreement, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party Guarantor will be fully liable under this Guaranty Section 11 even though the Secured Parties Agent may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing any of the Guaranteed Obligations; (ii) agrees that such Loan Party Guarantor will not assert that defense in any action or proceeding which the Secured Parties Agent may commence to enforce the guaranty under this GuarantySection 11; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Guarantor in this Guaranty Agreement include any right or defense that such Loan Party Guarantor may have or be entitled to assert based upon or arising out of any one or more of §§ Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties Agent and Lenders are relying on this waiver in creating any of the Guaranteed Obligations, and that this waiver is a material part of the consideration which the Secured Parties Agent and Lenders are receiving for creating the Guaranteed Obligations. (b) Each Loan Party waives all rights and defenses that such Loan Party may have because any of the Obligations is secured by real property. This means, among other things: (i) the Secured Parties may collect from any Loan Party without first foreclosing on any real or personal property collateral pledged by the other Loan Parties; and (ii) if the Secured Parties foreclose on any real property collateral pledged by the other Loan Parties: (A) the amount of the Obligations 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, and (B) the Secured Parties may collect from any Loan Party even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such Loan Party may have to collect from the other Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party may have because any of the Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) Each Loan Party waives any right or defense it may have at law or equity, including California Code of Civil Procedure § 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) 11.16.1 Each Loan Party Guarantor understands and acknowledges that if the Secured Parties foreclose Agent forecloses judicially or nonjudicially against any real property security for any of the Guaranteed Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party a Borrower or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this GuarantySection 11. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan PartyGuarantor’s rights, if any, may entitle such Loan Party Guarantor to assert a defense to the guaranty under this Guaranty Section 11 based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this GuarantyAgreement, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party Guarantor will be fully liable under this Guaranty Section 11 even though the Secured Parties Agent may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing any of the Guaranteed Obligations; (ii) agrees that such Loan Party Guarantor will not assert that defense in any action or proceeding which the Secured Parties Agent may commence to enforce the guaranty under this GuarantySection 11; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Guarantor in this Guaranty Agreement include any right or defense that such Loan Party Guarantor may have or be entitled to assert based upon or arising out of any one or more of §§ Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties Agent and Xxxxxxx are relying on this waiver in creating any of the Guaranteed Obligations, and that this waiver is a material part of the consideration which the Secured Parties Agent and Lenders are receiving for creating the Guaranteed Obligations. (b) 11.16.2 Each Loan Party Guarantor waives all rights and defenses that such Loan Party Guarantor may have because of any of the Guaranteed Obligations is secured by real property. This means, among other things: (i) the Secured Parties Agent may collect from any Loan Party the Guarantors without first foreclosing on any real or personal property collateral pledged by the other Loan Partiesany Obligor; and (ii) if the Secured Parties foreclose Agent forecloses on any real property collateral pledged by the other Loan Partiesany Obligor: (A) the amount of the Guaranteed Obligations 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, and (B) the Secured Parties Agent may collect from any Loan Party the Guarantors even if the Secured PartiesAgent, by foreclosing on the real property collateral, have has destroyed any right such Loan Party the Guarantors may have to collect from the other Loan PartiesBorrowers. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party any Guarantor may have because any of the Guaranteed Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) 11.16.3 Each Loan Party Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § Section 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) Each Loan Party Guarantor understands and acknowledges that if the Secured Parties foreclose judicially or nonjudicially against any real property security for the Secured 129 Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party the Borrower or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this Guaranty. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan PartyGuarantor’s rights, if any, may entitle such Loan Party Guarantor to assert a defense to this Guaranty based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party it will be fully liable under this Guaranty even though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Secured Obligations; (ii) agrees that such Loan Party it will not assert that defense in any action or proceeding which the Secured Parties may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Guarantor in this Guaranty include any right or defense that such Loan Party it may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Secured Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Secured Obligations. (b) Each Loan Party Guarantor waives all rights and defenses that such Loan Party it may have because any of the Secured Obligations is secured by real property. This means, among other things: (i) the Secured Parties may collect from any Loan Party Guarantor without first foreclosing on any real or personal property collateral pledged by the other Loan Parties; and (ii) if the Secured Parties foreclose on any real property collateral pledged by the other Loan Parties: (A) the amount of the Secured Obligations 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, and (B) the Secured Parties may collect from any Loan Party Guarantor even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such Loan Party Guarantor may have to collect from the other Loan PartiesBorrower. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party Guarantor may have because any of the Secured Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) Each Loan Party Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.. 130

Additional Guarantor Waivers and Agreements. (a) Each Loan Party Guarantor understands and acknowledges that if the Secured Parties Lenders foreclose judicially or nonjudicially against any real property security for the Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, contribution or indemnification from any other Loan Party the Borrower or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this Guaranty. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan PartyGuarantor’s rights, if any, may entitle such Loan Party Guarantor to assert a defense to this Guaranty based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party Guarantor will be fully liable under this Guaranty even though the Secured Parties Lenders may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Obligations; (ii) agrees that such Loan Party Guarantor will not assert that defense in any action or proceeding which the Secured Parties Lenders may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Holdings in this Guaranty include any right or defense that such Loan Party Holdings may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties Lenders are relying on this waiver in creating the Obligations, and that this waiver is a material part of the consideration which the Secured Parties Lenders are receiving for creating the Obligations. (b) Each Loan Party Guarantor waives all rights and defenses that such Loan Party Guarantor may have because any of the Obligations is secured by real property. This means, among other things: (i) the Secured Parties Lenders may collect from any Loan Party such Guarantor without first foreclosing on any real or personal property collateral pledged by the other Loan Parties; and (ii) if the Secured Parties Lenders foreclose on any real property collateral pledged by the other Loan Parties: (A) the amount of the Obligations 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, and (B) the Secured Parties Lenders may collect from any Loan Party such Guarantor even if the Secured PartiesLenders, by foreclosing on the real property collateral, have destroyed any right such Loan Party Guarantor may have to collect from the other Loan PartiesBorrower. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party such Guarantor may have because any of the Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) Each Loan Party Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) Each Loan Party Guarantor understands and acknowledges that if the Secured Parties foreclose judicially or nonjudicially non-judicially against any real property security for the Secured Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party the Borrower or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this Guaranty. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraphSection 10.12(a), such potential impairment or destruction of such Loan PartyGuarantor’s rights, if any, may entitle such Loan Party Guarantor to assert a defense to this Guaranty based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party it will be fully liable under this Guaranty even though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Secured Obligations; (ii) agrees that such Loan Party it will not assert that defense in any action or proceeding which the Secured Parties may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Guarantor in this Guaranty include any right or defense that such Loan Party it may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Secured Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Secured Obligations. (b) Each Loan Party Guarantor waives all rights and defenses that such Loan Party it may have because any of the Secured Obligations is secured by real property. This means, among other things: (i) the Secured Parties may collect from any Loan Party Guarantor without first foreclosing on any real or personal property collateral pledged by the other Loan Parties; and (ii) if the Secured Parties foreclose on any real property collateral pledged by the other Loan Parties: , (A) the amount of the Secured Obligations 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, and (B) the Secured Parties may collect from any Loan Party Guarantor even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such Loan Party Guarantor may have to collect from the other Loan PartiesBorrower. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party Guarantor may have because any of the Secured Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) Each Loan Party Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) 11.16.1. Each Loan Party Guarantor understands and acknowledges that if the Secured Parties foreclose Agent forecloses judicially or nonjudicially against any real property security for any of the Guaranteed Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party a Borrower or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this GuarantySection 11. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan PartyGuarantor’s rights, if any, may entitle such Loan Party Guarantor to assert a defense to the guaranty under this Guaranty Section 11 based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this GuarantyAgreement, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party Guarantor will be fully liable under this Guaranty Section 11 even though the Secured Parties Agent may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing any of the Guaranteed Obligations; (ii) agrees that such Loan Party Guarantor will not assert that defense in any action or proceeding which the Secured Parties Agent may commence to enforce the guaranty under this GuarantySection 11; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Guarantor in this Guaranty Agreement include any right or defense that such Loan Party Guarantor may have or be entitled to assert based upon or arising out of any one or more of §§ Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties Agent and Lenders are relying on this waiver in creating any of the Guaranteed Obligations, and that this waiver is a material part of the consideration which the Secured Parties Agent and Lenders are receiving for creating the Guaranteed Obligations. (b) 11.16.2. Each Loan Party Guarantor waives all rights and defenses that such Loan Party Guarantor may have because of any of the Guaranteed Obligations is secured by real property. This means, among other things: (i) the Secured Parties Agent may collect from any Loan Party the Guarantors without first foreclosing on any real or personal property collateral pledged by the other Loan Partiesany Obligor; and (ii) if the Secured Parties foreclose Agent forecloses on any real property collateral pledged by the other Loan Partiesany Obligor: (A) the amount of the Guaranteed Obligations 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, and (B) the Secured Parties Agent may collect from any Loan Party the Guarantors even if the Secured PartiesAgent, by foreclosing on the real property collateral, have has destroyed any right such Loan Party the Guarantors may have to collect from the other Loan PartiesBorrowers. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party any Guarantor may have because any of the Guaranteed Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) 11.16.3. Each Loan Party Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § Section 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.. 95

Additional Guarantor Waivers and Agreements. (a) Each Loan Party Guarantor understands and acknowledges that if the Secured Parties foreclose judicially or nonjudicially against any real property security for the Secured Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party the Borrower or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this Guaranty. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan PartyGuarantor’s rights, if any, may entitle such Loan Party Guarantor to assert a defense to this Guaranty based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. v. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party it will be fully liable under this Guaranty even though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Secured Obligations; (ii) agrees that such Loan Party it will not assert that defense in any action or proceeding which the Secured Parties may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Guarantor in this Guaranty include any right or defense that such Loan Party it may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Secured Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Secured Obligations. (b) Each Loan Party Guarantor waives all rights and defenses that such Loan Party it may have because any of the Secured Obligations is secured by real property. This means, among other things: (i) the Secured Parties may collect from any Loan Party Guarantor without first foreclosing on any real or personal property collateral pledged by the other Loan Parties; and (ii) if the Secured Parties foreclose on any real property collateral pledged by the other Loan Parties: (A) the amount of the Secured Obligations 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, and (B) the Secured Parties may collect from any Loan Party Guarantor even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such Loan Party Guarantor may have to collect from the other Loan PartiesBorrower. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party Guarantor may have because any of the Secured Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) Each Loan Party Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) Each Loan Party Guarantor understands and acknowledges that if the Collateral Agent or any other Secured Parties foreclose Party forecloses judicially or nonjudicially against any real property security for the Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party the Borrower or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this the Guaranty. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan PartyGuarantor’s rights, if any, may entitle such Loan Party Guarantor to assert a defense to this Guaranty based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives (to the extent permitted by Law) and relinquishes that defense and agrees that such Loan Party Guarantor will be fully liable under this Guaranty even though the Collateral Agent or any other Secured Parties Party may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Obligations; (ii) agrees that such Loan Party Guarantor will not assert that defense in any action or proceeding which the Administrative Agent, the Collateral Agent or any other Secured Parties Party may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Guarantor in this Guaranty include any right or defense that such Loan Party Guarantor may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Obligations. (b) Each Loan Party Guarantor waives (to the extent permitted by Law) all rights and defenses that such Loan Party Guarantor may have because any of the Obligations is secured by real property. This means, among other things: (i) the Administrative Agent, the Collateral Agent and the other Secured Parties may collect from any Loan Party such Guarantor without first foreclosing on any real or personal property collateral Collateral pledged by the other Loan Parties; and (ii) if the Collateral Agent or any other Secured Parties foreclose Party forecloses on any real property collateral Collateral pledged by the other Loan Parties: (A) the amount of the Obligations may be reduced only by the price for which that collateral Collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) the Administrative Agent, the Collateral Agent and the other Secured Parties may collect from any Loan Party such Guarantor even if the Secured Parties, by foreclosing on the real property collateralCollateral, have destroyed any right such Loan Party Guarantor may have to collect from the other Loan PartiesBorrower. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party such Guarantor may have because any of the Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) Each Loan Party waives any right or defense it may have at law or equity, including California Code of Civil Procedure § 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.

Additional Guarantor Waivers and Agreements. (a) 11.16.1 Each Loan Party Guarantor understands and acknowledges that if the Secured Parties foreclose Agent forecloses judicially or nonjudicially against any real property security for any of the Guaranteed Obligations, that foreclosure could impair or destroy any ability that such Loan Party Guarantor may have to seek reimbursement, contribution, or indemnification from any other Loan Party a Borrower or others based on any right such Loan Party Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Loan Party Guarantor under this GuarantySection 11. Each Loan Party Guarantor further understands and acknowledges that in the absence of this paragraph, such potential impairment or destruction of such Loan Party’s Guarantor's rights, if any, may entitle such Loan Party Guarantor to assert a defense to the guaranty under this Guaranty Section 11 based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxxv. Gradsxx, 265 Cal000 Xxl. App. 2d 40 (1968). By executing this GuarantyAgreement, each Loan Party Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Loan Party Guarantor will be fully liable under this Guaranty Section 11 even though the Secured Parties Agent may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing any of the Guaranteed Obligations; (ii) agrees that such Loan Party Guarantor will not assert that defense in any action or proceeding which the Secured Parties Agent may commence to enforce the guaranty under this GuarantySection 11; (iii) acknowledges and agrees that the rights and defenses waived by such Loan Party Guarantor in this Guaranty Agreement include any right or defense that such Loan Party Guarantor may have or be entitled to assert based upon or arising out of any one or more of §§ Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties Agent and Lenders are relying on this waiver in creating any of the Guaranteed Obligations, and that this waiver is a material part of the consideration which the Secured Parties Agent and Lenders are receiving for creating the Guaranteed Obligations. (b) 11.16.2 Each Loan Party Guarantor waives all rights and defenses that such Loan Party Guarantor may have because of any of the Guaranteed Obligations is secured by real property. This means, among other things: (i) the Secured Parties Agent may collect from any Loan Party the Guarantors without first foreclosing on any real or personal property collateral pledged by the other Loan Partiesany Obligor; and (ii) if the Secured Parties foreclose Agent forecloses on any real property collateral pledged by the other Loan Partiesany Obligor: (A) the amount of the Guaranteed Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if 120 the collateral is worth more than the sale price, and (B) the Secured Parties Agent may collect from any Loan Party the Guarantors even if the Secured PartiesAgent, by foreclosing on the real property collateral, have has destroyed any right such Loan Party the Guarantors may have to collect from the other Loan PartiesBorrowers. This is an unconditional and irrevocable waiver of any rights and defenses each Loan Party any Guarantor may have because any of the Guaranteed Obligations is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon § Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (c) 11.16.3 Each Loan Party Guarantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure § Section 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure. (d) Each Loan Party waives all rights and defenses arising out of an election of remedies by the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations, has destroyed such Loan Party’s rights of subrogation and reimbursement against the Borrowers or any other Loan Party by the operation of § 580d of the California Code of Civil Procedure or otherwise. (e) Each Loan Party waives any and all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses that are or may become available to such Loan Party by virtue of Sections 2787 to 2855, inclusive, of the California Civil Code.