Common use of Additional Waivers Clause in Contracts

Additional Waivers. In addition, to the extent permitted by law, I consent to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In additionMortgagor waives all rights and defenses arising out of an election of remedies by Mortgagee or the Banks, even though that election of remedies, such as a nonjudicial foreclosure with respect to an obligation (x) which is guaranteed or (y) with respect to which a third party has pledged its property as security for the payment thereof, has destroyed such guarantor’s or third party’s rights of subrogation and reimbursement against the principal, if any. Until the Obligations secured hereby have been paid and performed in full, Mortgagor waives the right of subrogation and waives the right to enforce any remedy which Mortgagee now has or may hereafter have against Mortgagor and any benefit of and any right to participate in, any security now or hereafter held by Mortgagee. Mortgagor agrees that (i) its Obligations and liabilities hereunder are independent of and in addition to the Obligations of Mortgagor and Borrowers pursuant to the other Loan documents or any other collateral security given to secure the same, (ii) a separate action may be brought to enforce the provisions hereof whether Mortgagor is a party in any such action or not, (iii) Mortgagee may at any time, or from time to time, in its sole discretion (a) extend or change the time of payment and/or performance and/or the manner, place or terms of payment and/or performance of all or any of the Obligations secured by such Loan documents; (b) exchange, release and/or surrender all or any of the collateral security, or any part thereof, by whomsoever deposited, which is now or may hereafter be held by Mortgagee in connection with all or any of such Obligations; (c) sell and/or purchase all or any such collateral at public or private sale, or at any broker’s board, in the manner permitted by law and after giving any notice which may be required, and after deducting all costs and expenses of every kind for collection, sale or delivery, the net proceeds of any such sale may be applied by Mortgagee upon all or any of such Obligations; and (d) settle or compromise with Mortgagor or Borrowers, and/or any other person liable thereon, any and all of such Obligations, and/or subordinate the payment of same, or any part thereof, to the payment of any other debts or claims, which may at any time be due or owing to Mortgagee and/or any other person or entity and (iv) Mortgagee shall be under no obligation to marshal any assets in favor of Mortgagor, or in payment of any or all of such Obligations. Mortgagor hereby waives (i) except for notices expressly required by the Loan documents, presentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice with respect to any of the Obligations of Mortgagor or Borrowers under the Loan documents, and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon Mortgagor or Borrowers; (ii) any right to require Mortgagee and/or the Banks to (a) proceed against Mortgagor and/or Borrowers, (b) proceed against or exhaust any security held by Mortgagee or the Banks for the Obligations secured hereby or (c) pursue any remedy in Mortgagee’s or the Banks’ power whatsoever; (iii) any defense arising by reason of any disability or other defense of Mortgagor or Borrowers by reason of the cessation from any cause whatsoever of the liability of Mortgagor or Borrowers other than full payment of such Obligations; (iv) to the fullest extent permitted by applicable law, all rights and benefits purporting to reduce a guarantor’s obligations in proportion to the principal obligation; (v) to the fullest extent permitted by law, I consent all rights and benefits under any law or statute (a) purporting to certain actions you limit the amount of any deficiency judgment which might be recoverable following the occurrence of a sale pursuant to a power of sale contained in a mortgage or deed of trust and any right to a fair value hearing or any fair value limitation or other limitation on liability or a deficiency based upon the fair value of any collateral after a nonjudicial foreclosure of this Mortgage, (b) stating that no deficiency may takebe recovered on a real property purchase money obligation, (c) stating that no deficiency may be recovered on a note secured by a mortgage on real property in case such real property is sold under the power of sale contained in such mortgage, and generally waive defenses (d) stating that there may be available based but one form of action on these actions an indebtedness secured by real property, if such laws or based on the status of a party to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) Youstatutes, or any institution participating of them, have any application hereto or any application to Mortgagor; (vi) to the fullest extent permitted by law, (a) any defense arising as a result of Mortgagee’s or the Banks’ election, in any proceeding instituted under the DebtBankruptcy Code, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to application of Section 1111(b)(2) of the Bankruptcy Code and (b) any person defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code and (vii) the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof, including, without limitation, any rights arising under applicable law. Mortgagor, in any amounts actual or potential capacity as a guarantor, quasi-guarantor or other surety with respect to the Loan or the Mortgaged Property, hereby makes the following waivers: Mortgagor hereby waives all rights and I waive notice of such salesdefenses that it may have because the Obligations are secured by the Mortgaged Property. This means, repurchases among other things, (i) Mortgagee and/or the Banks may collect from or participations. realize on any security pledged by Mortgagor without first foreclosing on any or all real or personal property collateral pledged by Borrowers and (6ii) I agree that if Mortgagee and/or the Borrower is authorized to modify Banks foreclose on any real property collateral pledged by Mortgagor and/or Borrowers: (a) the terms amount of the Debt or any instrument securingdebt may be reduced only by the price for which that collateral is sold at the foreclosure sale, guarantying or relating to even if the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from collateral is worth more than the sale of such Property. price and/or (8) I agree to consent to any waiver granted b) Mortgagee and/or the Borrower, and agree that any delay Banks may collect from or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance realize on any anti-deficiency statutessecurity pledged by Mortgagor and/or Borrowers even if Mortgagee and/or the Banks, through subrogation or otherwiseby foreclosing on the real property collateral, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive destroyed any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I Mortgagee and/or the Banks may have to enforce collect from Mortgagor and/or Borrowers. This is an unconditional and irrevocable waiver of any remedy rights and defenses that Mortgagor may have because the Obligations are secured by real property. Mortgagor warrants that (i) this Mortgage was executed at the request of Borrowers, (ii) neither Mortgagee nor any Bank has made any representation to Mortgagor as to the creditworthiness of any other Borrower and (iii) it has established adequate means of obtaining from Borrowers on a continuing basis financial and other information pertaining to Borrowers’ financial condition. Mortgagor agrees to keep adequately informed from such means as it deems appropriate any facts, events or circumstances which you now might in any way affect its risks and liabilities hereunder and further agrees that Mortgagee and the Banks shall have no further obligation to disclose to it information or materials acquired in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control course of the Borrower, a person or an entity that is a co-partner their respective dealings with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personsMortgagor and/or Borrowers.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In addition, to the extent permitted by law, I consent to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes Statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "“insider," ” as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner copartner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) ). Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In addition(a) Borrower has read and hereby approves the Note, this Deed of Trust, the other Loan Documents and all other agreements and documents relating thereto. Borrower acknowledges that it has been represented by counsel of its choice to review this Deed of Trust, the Note, the other Loan Documents and all other documents relating thereto and said counsel has explained and Borrower understands the provisions thereof, or that Borrower has voluntarily declined to retain such counsel. (b) Borrower hereby expressly waives diligence, demand, presentment, protest and notice of every kind and nature whatsoever (unless as otherwise required under this Deed of Trust or the other Loan Documents) and waives any right to require Lender to enforce any remedy against any Guarantor, endorser or other person whatsoever prior to the extent permitted exercise of its rights and remedies hereunder or otherwise. Borrower waives any right to require Lender to: (i) proceed or exhaust any collateral security given or held by lawLender in connection with the Debt; (ii) give notice of the terms, I consent to certain actions you may take, time and generally waive defenses that may be available based on these actions place of any public or based on the status private sale of a party to any real or personal property security for the Debt or this Guarantyother guaranty of the Debt; or (iii) pursue any other remedy in Lender's power whatsoever. (1c) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Until all Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender shall have been paid in full, I waive Borrower: (i) shall not have any right of subrogationsubrogation to any of the rights of Lender against any Guarantor, contributionmaker or endorser; (ii) waives any right to enforce any remedy which Lender now has or may hereafter have against any other Guarantor, reimbursement, indemnification, exonerationmaker or endorser; and (iii) waives any benefit of, and any other right I may have to enforce participate in, any remedy which you now have collateral security for the Debt or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control guaranty of the Borrower, a person Debt now or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personshereafter held by Lender.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In additionorder to enforce this Mortgage, Mortgagee or ------------------- Trustee shall not be obligated (a) to foreclose any other mortgage or deed of trust covering Mortgaged Property located in another State, seek a deficiency after any such foreclosure or otherwise enforce Mortgagee's rights in any of the other Mortgaged Property; or (b) to seek an injunction (prohibitive or mandatory), the appointment of a receiver, an order modifying any stay in any federal or state bankruptcy, reorganization or other insolvency proceedings relating to any of the Mortgaged Property or any portion thereof, or any other extraordinary relief. Mortgagors waive, to the fullest extent permitted by law, I consent any defense Mortgagors may have to certain actions you may take, and generally waive defenses that may be available any liability hereunder based on these actions Mortgagee's failure or based on the status of a party refusal to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) Youprosecute, or any institution participating lack of diligence or delay in prosecuting, any action or proceeding to enforce any other mortgage or deed of trust. If Mortgagee elects to enforce this Mortgage before, or without, enforcing its rights with respect to any Mortgaged Property covered by any other Mortgage, Mortgagors waive, to the Debtfullest extent permitted by law, any right Mortgagors may invoke your right have, whether statutory or otherwise, to set off the value of set-off. (5) You may enter into any salesother Mortgaged Property, repurchases or participations any portion thereof, against the Secured Indebtedness. If Mortgagee elects to enforce its mortgages or deeds of trust covering all or any portion of the Debt to any person Mortgaged Property located in any amounts and I waive notice other States, or in conjunction with the enforcement of such salesthis Mortgage, repurchases or participations. (6) I agree that the Borrower Mortgagee is authorized to modify purchase all or any part of such other Mortgaged Property at public or private sale or as otherwise provided by applicable law, and to credit the terms purchase price against the Secured Indebtedness in such order or manner as Mortgagee determines in its sole discretion and to preserve Mortgagee's rights and Liens under this Mortgage for any portion of the Debt or any instrument securing, guarantying or relating Secured Indebtedness that remains unpaid. Mortgagors waive to the Debt. (7) You may undertake a valuation fullest extent permitted by applicable law any right to claim or seek any credit against the Secured Indebtedness in excess of any Property the actual amount bid or received by Mortgagee in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless foreclosure of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect Mortgagee's Liens on any of the DebtMortgaged Property located in such other States. Mortgagors further agree that Mortgagee shall not be required (a) to seek or obtain a deficiency judgment in or pursuant to any action or proceeding to foreclose this Mortgage as a condition of later enforcing any mortgage or deed of trust covering Mortgaged Property located in another State, or (b) to seek or obtain a deficiency judgment in no way affects or impairs my liability. (9) I agree pursuant to waive reliance on any anti-action or proceeding to foreclose any such other mortgage or deed of trust as a condition of later enforcing this Mortgage. Notwithstanding the foregoing, if Mortgagee in good faith believes that it may be required either to obtain a deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have judgment to enforce this Mortgage after enforcement of a mortgage or deed of trust covering Mortgaged Property located in another State or to enforce another mortgage or deed of trust after enforcement of this Mortgage then Mortgagors agree that Mortgagee shall be entitled to seek and obtain such a deficiency judgment notwithstanding any remedy which you now have contrary or inconsistent provision contained in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personsCredit Agreement.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In addition, to the extent permitted by law, I consent to certain actions you may take, and generally waive defenses that may be available based on these actions or based based, on the status of a party to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in In no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "“insider," ” as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amendedemended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner copartner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In addition, (a) Borrower agrees that checks and other instruments received by Lender in payment or on account of the Obligations constitute only conditional payment until such items are actually paid to Lender and Borrower waives the extent permitted right to direct the application of any and all payments at any time or times hereafter received by law, I consent to certain actions you may takeLender on account of the Obligations, and generally waive defenses Borrower agrees that Lender shall have the continuing exclusive right to apply and reapply such payments in any manner as Lender may be available based on these actions or based on the status of a party to the Debt or this Guarantydeem advisable, notwithstanding any entry by Lender upon its books. (1b) You Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, documents, instruments, chattel paper, and guarantees at any time held by Lender on which Borrower may renew or extend payments on the Debt, regardless of the number of such renewals or extensionsin any way be liable. (2c) You may release Lender shall not in any Borrower, endorser, guarantor, surety, accommodation maker way or manner be liable or responsible for (a) the safekeeping of the Inventory or any other co-signerCollateral; (b) any loss or damage thereto occurring or arising in any manner or fashion from any cause; (c) any diminution in the value thereof; or (d) any act or default of any carrier, warehouseman, bailee, forwarding agency or other person whomsoever. All risk of loss, damage or destruction of Inventory shall be borne by Borrower. (3d) You Borrower waives the right and the right to assert a confidential relationship, if any, it may releasehave with any accountant, substitute accounting firm and/or service bureau or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property consultant in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower information requested by Lender pursuant to or mein accordance with this Agreement, regardless of and agrees that an Lender may contact directly any such valuationaccountants, accounting firm and/or service bureau or actual amounts received by you arising from the sale of consultant in order to obtain such Propertyinformation. (8) I agree e) Borrower waives all rights to consent interpose any claims, deductions, setoffs or counterclaims of any nature (other than compulsory counterclaims) in any action or proceeding with respect to any waiver granted this Agreement, the BorrowerObligations, and agree that any delay or lack of diligence in the enforcement of the Debt, Collateral or any failure to file a claim matter arising therefrom or otherwise protect any of the Debt, in no way affects relating hereto or impairs my liabilitythereto. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In additionorder to enforce this Mortgage, Mortgagee or Trustee shall not be obligated (a) to foreclose any other mortgage or deed of trust covering Mortgaged Property located in another State, seek a deficiency after any such foreclosure, or otherwise enforce Mortgagee’s rights in any of the other Mortgaged Property; or (b) to seek an injunction (prohibitive or mandatory), the appointment of a receiver, an order modifying any stay in any federal or state bankruptcy, reorganization or other insolvency proceedings relating to any of the Mortgaged Property or any portion thereof, or any other extraordinary relief. Each Mortgagor waives, to the fullest extent permitted by law, I consent any defense such Mortgagor may have to certain actions you may take, and generally waive defenses that may be available any liability hereunder based on these actions Mortgagee’s failure or based on the status of a party refusal to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) Youprosecute, or any institution participating lack of diligence or delay in prosecuting, any action or proceeding to enforce any other mortgage or deed of trust. If Mortgagee elects to enforce this Mortgage before, or without, enforcing its rights with respect to any Mortgaged Property covered by any other Mortgage, each Mortgagor waives, to the Debtfullest extent permitted by law, any right such Mortgagor may invoke your right have, whether statutory or otherwise, to set off the value of set-off. (5) You may enter into any salesother Mortgaged Property, repurchases or participations any portion thereof, against the Secured Indebtedness. If Mortgagee elects to enforce its mortgages or deeds of trust covering all or any portion of the Debt to any person Mortgaged Property located in any amounts and I waive notice other States, or in conjunction with the enforcement of such salesthis Mortgage, repurchases or participations. (6) I agree that the Borrower Mortgagee is authorized to modify purchase all or any part of such other Mortgaged Property at public or private sale or as otherwise provided by applicable law, and to credit the terms purchase price against the Secured Indebtedness in such order or manner as Mortgagee determines in its sole discretion and to preserve Mortgagee’s rights and Liens under this Mortgage for any portion of the Debt or any instrument securing, guarantying or relating Secured Indebtedness that remains unpaid. Each Mortgagor waives to the Debt. (7) You may undertake a valuation fullest extent permitted by applicable law any right to claim or seek any credit against the Secured Indebtedness in excess of any Property the actual amount bid or received by Mortgagee in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless foreclosure of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect Mortgagee’s Liens on any of the DebtMortgaged Property located in such other States. Each Mortgagor further agrees that Mortgagee shall not be required (a) to seek or obtain a deficiency judgment in or pursuant to any action or proceeding to foreclose this Mortgage as a condition of later enforcing any mortgage or deed of trust covering Mortgaged Property located in another State, or (b) to seek or obtain a deficiency judgment in no way affects or impairs my liability. (9) I agree pursuant to waive reliance on any anti-action or proceeding to foreclose any such other mortgage or deed of trust as a condition of later enforcing this Mortgage. Notwithstanding the foregoing, if Mortgagee in good faith believes that it may be required either to obtain a deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have judgment to enforce any remedy which you now have this Mortgage after enforcement of a mortgage or deed of trust covering Mortgaged Property located in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partnerState, or other person to enforce another mortgage or deed of trust after enforcement of this Mortgage, then each Mortgagor agrees that Mortgagee shall be entitled to seek and obtain such a deficiency judgment notwithstanding any contrary or inconsistent provision contained in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personsCredit Agreement.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In additionMortgagee may resort to any remedies and the security given by the Note, to this Security Instrument or any of the extent permitted by lawother Loan Documents, I consent to certain actions you may takein whole or in part, and generally in such portions and in such order as determined by Mortgagee in Mortgagee's sole discretion. No such action shall in any way be considered a waiver of any rights, benefits or remedies evidenced or provided by the Note, this Security Instrument or any of the other Loan Documents. The failure of Mortgagee to exercise any right, remedy or option provided in the Note, this Security Instrument or any of the other Loan Documents shall not be deemed a waiver of such right, remedy or option or of any covenant or obligation secured by the Note, this Security Instrument or any of the other Loan Documents. No acceptance by Mortgagee of any payment after the occurrence of any Event of Default and no payment by Mortgagee of any obligation for which Mortgagor is liable hereunder shall be deemed to waive defenses that may be available based on these actions or based cure any Event of Default with respect to Mortgagor, or Xxxxxxxxx's liability to pay such obligation. No sale of all or any portion of the Property, no forbearance on the status part of a party to Mortgagee and no extension of time for the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless payment of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker whole or any other co-signer. (3) You may release, substitute or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement portion of the Debt, or any failure other indulgence given by Mortgagee to file a claim Mortgagor, shall operate to release or otherwise protect in any manner affect the interest of Mortgagee in the remaining Property or the liability of Mortgagor to pay the Debt. No waiver by Mortgagee shall be effective unless it is in writing and then only to the extent specifically stated. In case Mortgagee shall have proceeded to invoke any right, remedy or recourse permitted hereunder or under any of the Debtother Loan Documents and shall thereafter elect to discontinue or abandon the same for any reason, Mortgagee, shall have the unqualified right to do so and, in no way affects or impairs my liability. (9) I agree such event, Mortgagor, Mortgagee shall be restored to waive reliance on any anti-deficiency statutestheir former positions with respect to the Debt secured hereby, through subrogation or this Security Instrument, the other Loan Documents, the Property and otherwise, and such statutes in no way affect or impair my liability. In additionthe rights, until remedies, recourses and powers of Mortgagee, shall continue as if the obligations of the Borrower to Lender have same had never been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personsinvoked.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In additionGuarantor further agrees as follows: (a) Guarantor agrees that on Borrower’s default, the Administrative Agent may elect to foreclose either nonjudicially or judicially against any real or personal property security (including, without limitation, the Property) it holds for the obligations of Borrower under the Loan Documents, or any part thereof, or accept an assignment of any such security in lieu of foreclosure, or compromise or adjust any part of such obligations, or make any other accommodation with Borrower or Guarantor, or exercise any other remedy against Borrower or any security. No such action by the Administrative Agent will release or limit the liability of Guarantor to the extent permitted by lawAdministrative Agent or any Lender, I consent who shall remain liable under this Guaranty after the action, even if the effect of that action is to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless deprive Guarantor of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker right to collect reimbursement from Borrower or any other co-signer. (3) You may release, substitute person for any sums paid to the Administrative Agent or impair any Property. (4) YouLender, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right Guarantor’s rights of subrogation, contribution, reimbursementor indemnity against Borrower or any other person. Without limiting the foregoing, indemnificationit is understood and agreed that on any foreclosure or assignment in lieu of foreclosure of any security held by the Administrative Agent, exonerationsuch security will no longer exist, and that any other right I that Guarantor might otherwise have, on full payment of the obligations of Borrower under the Loan Documents by Guarantor, to participate in any such security or to be subrogated to any rights of the Administrative Agent or any Lender with respect to any such security will be nonexistent; nor shall Guarantor by deemed to have any right, title, interest or claim under any circumstances in or to any real or personal property held by the Administrative Agent, any Lender or any third party following any foreclosure or assignment in lieu of foreclosure of any such security. (b) Guarantor understands and acknowledges that if the Administrative Agent forecloses judicially or nonjudicially against any real property security for the Borrower’s obligations, such foreclosure could impair or destroy any right or ability that Guarantor may have to enforce seek reimbursement, contribution, or indemnification for any remedy which you now have or amounts paid by such Guarantor under this Guaranty. Guarantor further understands and acknowledges that in the future absence of this waiver such potential impairment or destruction of Guarantor’s rights, if any, may have against entitle such Guarantor to assert a defense to this Guaranty based on Code of Civil Procedure §580d as interpreted in Union Bank x. Xxxxxxx, (1968) 265 CA 2d 40, 71 CR 64, on the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includesgrounds, among others, that a directorlender should be estopped from pursuing a guarantor because the lender’s election to foreclose may impair or destroy the subrogation, officerreimbursement, partnercontribution, or indemnification rights of the guarantor. By execution of this Guaranty, Guarantor intentionally, freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Guarantor will be liable under this Guaranty even though the Administrative Agent had foreclosed judicially or nonjudicially against any real or personal property collateral for Borrower’s obligations; (ii) agrees that such Guarantor will not assert that defense in any action or proceeding in which the Administrative Agent or any Lender seeks to enforce this Guaranty; and (iii) acknowledges and agrees that the rights and defenses waived by such Guarantor in this Guaranty include any right or defense that such Guarantor may have or be entitled to assert based on or arising out of any one or more of Code of Civil Procedure §§580a, 580b, 580d, or 726, or Civil Code §2848. (c) Guarantor intentionally, freely, irrevocably and unconditionally waives and relinquishes all rights which may be available to it under any provision of California law or under any California judicial decision, including, without limitation, Section 580a and 726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or other judgment which may be obtained against such Guarantor under this Guaranty to not more than the amount by which the unpaid obligations of Borrower under the Loan Documents guaranteed hereby plus all other indebtedness due from Borrower under the Loan Documents exceeds the fair market value or fair value of any real or personal property securing said obligations of Borrower under the Loan Documents and any other indebtedness due from Borrower under the Loan Documents, including, without limitation, all rights to an appraisement of, judicial or other hearing on, or other person in control determination of the Borrowervalue of said property. Guarantor acknowledges and agrees that, as a person or result of the foregoing waiver, the Administrative Agent and the Lenders may be entitled to recover from such Guarantor an entity that is a co-partner amount which, when combined with the Borrower, an entity in value of any real or personal property foreclosed upon by the Administrative Agent (or the proceeds of the sale of which have been received by the Administrative Agent or the Lenders) and any sums collected by the Administrative Agent and the Lenders from Borrower is a general partner, director, officer or other person in control persons, might exceed the amount of the obligations of Borrower under the Loan Documents guaranteed hereby plus all other indebtedness due from Borrower under the Loan Documents. (d) Guarantor waives all rights and defenses that Guarantor may have because Borrower’s debt is secured by real property; this means, among other things: (i) the Administrative Agent and the Lenders may collect from Guarantor without first foreclosing on any real or a close relative personal property collateral pledged by Borrower; and (ii) if the Administrative Agent or the Lenders foreclose on any real property collateral pledged by Borrower: (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 Administrative Agent and the Lenders may collect from Guarantor even if the Administrative Agent, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Guaranteed Obligations are 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 these the California Code of Civil Procedure. Guarantor specifically waives any right to a fair value hearing, and any and all other personsrights it may have under Section 580a of the California Code of Civil Procedure. (e) Any Guarantor who waives all rights and defenses arising out of an election of remedies by the Administrative Agent and the Lenders, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, has destroyed Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise. (f) Guarantor waives all rights and defenses which might otherwise be available to Guarantor under any guarantor, suretyship or other defenses under any law of the State of California, including, without limitation, California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433. (g) Guarantor agrees that if the maturity of any Guaranteed Obligation is not an insider makes these waivers until all Debt is fully repaidaccelerated by bankruptcy, insolvency or otherwise, such maturity shall also be deemed accelerated for the purpose of this Guaranty without demand on or notice to Guarantor, and Guarantor hereby waives any such demand or notice.

Additional Waivers. In additionGuarantor understands and acknowledges that if Lender forecloses judicially or nonjudicially against any real property security for the Note, that foreclosure could impair or destroy any ability that Guarantor may have to seek reimbursement, contribution or indemnification from Borrower or others based on any right Guarantor may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by Guarantor under this Agreement. Guarantor further understands and acknowledges that in the absence of this provision, the potential impairment or destruction of Guarantor’s rights, if any, may entitle Guarantor to assert a defense to this Agreement based on CCP Section 580d as interpreted in Union Bank vs. Gradsky. By executing this Agreement, Guarantor freely, irrevocably and unconditionally: (1) waives and relinquishes that defense, and agrees that Guarantor will be fully liable under this Agreement, even though Lender may foreclose judicially or nonjudicially against any real property security for the Note; (2) agrees that Guarantor will not assert that defense in any action or proceeding that Lender may commence to enforce this Agreement; (3) acknowledges and agrees that the rights and defenses waived by Guarantor under this Agreement include any right or defense that Guarantor may have or be entitled to assert based upon or arising out of any one or more of the following: (A) CCP Sections 580a (which if Guarantor had not given this waiver, would otherwise limit Guarantor’s liability after any nonjudicial foreclosure sale to the extent permitted by lawdifference between the obligations for which Guarantor is liable and the fair market value of the property or interests sold at such nonjudicial foreclosure sale rather than the actual proceeds of such sale), I consent 580b and 580d (which if Guarantor had not given this waiver, would otherwise limit Lender’s right to certain actions you recover a deficiency judgment with respect to purchase money obligations and after any nonjudicial foreclosure sale, respectively), or 726 (which, if Guarantor had not given this waiver, among other things, would otherwise require Lender to exhaust all of its security before a personal judgment may takebe obtained for a deficiency); or (B) Civil Code Section 2848; and (4) acknowledges and agrees that Lender is relying on this waiver in making the Loan, and generally waive defenses that may be available based on these actions or based on this waiver is a material part of the status of a party to consideration that Lender is receiving for making the Debt or this Guaranty.Loan. WITHOUT LIMITING THE FOREGOING, GUARANTOR WAIVES ALL RIGHTS AND DEFENSES THAT GUARANTOR MAY HAVE BECAUSE THE BORROWER’S DEBT AND THE GUARANTEED OBLIGATIONS ARE, OR IF ALL OF ANY PORTION OF THE BORROWER’S OBLIGATIONS ARE EVER DEEMED, SECURED BY REAL PROPERTY. THIS MEANS, AMONG OTHER THINGS: (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions.LENDER MAY COLLECT FROM GUARANTOR WITHOUT FIRST FORECLOSING ON ANY REAL OR PERSONAL PROPERTY COLLATERAL PLEDGED BY THE BORROWER; AND (2) You may release any BorrowerIF LENDER FORECLOSES ON ANY REAL PROPERTY COLLATERAL PLEDGED BY THE BORROWER: a. THE AMOUNT OF THE DEBT MAY BE REDUCED ONLY BY THE PRICE FOR WHICH THAT COLLATERAL IS SOLD AT THE FORECLOSURE SALE, endorserEVEN IF THE COLLATERAL IS WORTH MORE THAN THE SALE PRICE; AND b. LENDER MAY COLLECT FROM GUARANTOR EVEN IF LENDER, guarantorBY FORECLOSING ON THE REAL PROPERTY COLLATERAL, suretyHAS DESTROYED ANY RIGHT GUARANTOR MAY HAVE TO COLLECT FROM THE BORROWER. THIS IS AN UNCONDITIONAL AND IRREVOCABLE WAIVER OF ANY RIGHTS AND DEFENSES GUARANTOR HAS BECAUSE THE BORROWER’S DEBT IS, accommodation maker or any other co-signerOR BECAUSE THE BORROWER’S OBLIGATIONS MAY BE DEEMED, SECURED BY REAL PROPERTY. THESE RIGHTS AND DEFENSES INCLUDE, BUT ARE NOT LIMITED TO, ANY RIGHTS OR DEFENSES BASED UPON CCP SECTIONS 580a, 580b, 580d, OR 726. (3) You may release, substitute or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In addition, Guarantor waives the following: 6.1 Failure by Lender to the extent permitted by law, I consent obtain and perfect any security interest or lien on any property to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to secure the Debt and/or Obligations or this Guarantyany portion thereof. (1) You 6.2 All defenses, counterclaims and set-offs which Guarantor may renew or extend payments on the Debt, regardless have at any time to any claim of the number of such renewals or extensionsLender against Borrower. (2) You may release any Borrower6.3 All diligence by Lender in the collection of, endorser, guarantor, surety, accommodation maker protection of or realization upon the Debt and/or Obligations or any other co-signer. (3) You may releasepart thereof, substitute or impair any Property. (4) You, obligations hereunder or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect security for any of the Debt, foregoing or in no way affects enforcing any remedy available to it under any of the Loan Documents or impairs my liabilityotherwise available at law or in equity. (9) I agree to waive reliance on any anti-deficiency statutes6.4 Any claim, through subrogation right or otherwise, and such statutes in no way affect remedy which Guarantor may now have or impair my liability. In addition, until the obligations of hereafter acquire against the Borrower to Lender have been paid in fullthat arises hereunder and/or from the performance by any Guarantor hereunder including, I waive without limitation, any claim, remedy or right of subrogation, contributionreimbursement, reimbursementexoneration, indemnification, exonerationor participation in any claim, and right or remedy of Lender against the Borrower or any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. 6.5 The right to require the Lender to proceed against the Borrower or any other person liable on the indebtedness, to proceed against or exhaust any security held from the Borrower or any other person, or to pursue any other remedy in Lender's power whatsoever and Guarantor waives the right I may to have the property of the Borrower first applied to enforce the discharge of the indebtedness. Lender may, at its election, exercise any right or remedy which you now have or in the future it may have against the Borrower or another guarantor any security held by Lender, including, without limitation, the right to foreclose upon any such security by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, without affecting or impairing in any way the liability of Guarantor hereunder, except to the extent the indebtedness has been paid, and Guarantor waives any defense arising out of the absence, impairment or loss of any right of reimbursement, contribution or subrogation or any other right or remedy of Guarantor against the Borrower or any such security, whether resulting from such election by Lender or otherwise. 6.6 Any defense arising by reason of any disability or other defense of the Borrower or by reason of the cessation from any cause whatsoever (including without limitation, any intervention or omission by Lender) of the liability, either in whole or in part, of the Borrower to Lender for the indebtedness. Guarantor understands that if all or any part of the liability of the Borrower to Lender for the indebtedness is secured by real property, Guarantor shall be liable for the full amount of its liability hereunder notwithstanding foreclosure on such real property by trustee sale or any other reason impairing Guarantor's right to proceed against the Borrower. 6.7 To the fullest extent permitted by law, all rights and benefits under any applicable law of the State of Georgia purporting to reduce a guarantor's obligations in proportion to the obligation of the principal; provided that the Guarantor's obligations shall not exceed the obligations set forth in Section 1.1 above. 6.8 Any defense arising by reason of any claim relating to (i) the incapacity, death, disability, dissolution or termination of Guarantor, Borrower, Lender or any other person or entity; (ii) the failure by Lender to file or enforce a claim against the estate (either in administration, bankruptcy or other proceeding) of Borrower or any other person or entity; (iii) recovery from Borrower or any other person or entity becomes barred by any statute of limitations or is otherwise prevented; (iv) any transfer or transfers of any of the property covered by the Security Instrument or any other instrument securing the payment of the Note; (v) any modifications, extensions, amendments, consents, releases or waivers with respect to the Note, the Deed of Trust, any other instrument now or hereafter securing the payment of the Note, or this Guaranty; or (vi) Guarantor is or becomes liable for any indebtedness owing by Borrower to Lender other than under this Guaranty; Guarantor hereby covenanting and agreeing with Lender that the obligations and liabilities of Guarantor shall not be modified, changed, released, limited or impaired in any manner whatsoever on account of any or all of the foregoing. 6.9 To the fullest extent permitted by law, (i) any defense arising as a result of any election by Lender, in any proceeding instituted under the Bankruptcy Code, under Section 1111(b)(2) of the Bankruptcy Code, (ii) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code, and (iii) any defense arising as a result of any election made by Lender under Section 9-501 of the Uniform Commercial Code. For purposes hereof, the term "Bankruptcy Code" shall refer to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.U.S.

Additional Waivers. In addition, addition to the extent permitted by lawwaivers contained in paragraph 1.4 above, I consent to certain actions you may takeGuarantor waives, and generally waive defenses agrees that he will not at any time insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any and all appraisal, valuation, stay, extension, marshalling-of-assets or redemption laws, or right of homestead or exemption, whether now or at any time hereafter in force, which may be available based on these actions delay, prevent or based on otherwise affect the status performance by Guarantor of a party his obligations under, or the enforcement by the Lender of this Guaranty. Guarantor hereby waives diligence, presentment and demand (whether for non-payment or protest or of acceptance, maturity, extension of time, change in nature or form of the Guarantied Indebtedness, acceptance of further security, release of security, composition or agreement arrived at as to the Debt amount of or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securingGuarantied Indebtedness, guarantying or relating to the Debt. (7) You may undertake a valuation notice of any Property adverse change in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower's financial condition and any other fact which might materially increase the risk to Guarantor), and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure with respect to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwiseGuarantied Indebtedness, and such statutes all other demands whatsoever, and waive the benefit of all provisions of law which are or might be in no way affect or impair my liabilityconflict with the terms of this Guaranty, except to the extent that this Guaranty may otherwise specify the giving of notice. In additionGuarantor represents and warrants and agrees that, until the obligations as of the Borrower date of this Guaranty, his obligations under this Guaranty are not subject to any counterclaims, offsets or defenses against the Lender have been paid in fullof any kind. Guarantor further agrees that his obligations under this Guaranty shall not be subject to any counterclaims, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have offsets or in defense against the future may have Lender or against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these kind which may arise in the future, other personsthan the defense that Guarantor has satisfied his obligations hereunder in full.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In addition, to the extent permitted by law, I consent to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "“insider," ” as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In additionorder to enforce this Deed of Trust, Mortgagee or Trustee shall not be obligated (a) to foreclose any other mortgage or deed of trust covering Mortgaged Property located in another State, seek a deficiency after any such foreclosure, or otherwise enforce Mortgagee's rights in any of the other Mortgaged Property; or (b) to seek an injunction (prohibitive or mandatory), the appointment of a receiver, an order modifying any stay in any federal or state bankruptcy, reorganization or other insolvency proceedings relating to any of the Mortgaged Property or any portion thereof, or any other extraordinary relief. Mortgagor waives, to the fullest extent permitted by law, I consent any defense Mortgagor may have to certain actions you may take, and generally waive defenses that may be available any liability hereunder based on these actions Mortgagee's failure or based on the status of a party refusal to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) Youprosecute, or any institution participating lack of diligence or delay in prosecuting, any action or proceeding to enforce any other mortgage or deed of trust. If Mortgagee elects to enforce this Deed of Trust before, or without, enforcing its rights with respect to any Mortgaged Property covered by any other Deed of Trust, Mortgagor waives, to the Debtfullest extent permitted by law, any right Mortgagor may invoke your right have, whether statutory or otherwise, to set off the value of set-off. (5) You may enter into any salesother Mortgaged Property, repurchases or participations any portion thereof, against the Secured Indebtedness. If Mortgagee elects to enforce its mortgages or deeds of trust covering all or any portion of the Debt to any person Mortgaged Property located in any amounts and I waive notice other States, or in conjunction with the enforcement of such salesthis Deed of Trust, repurchases or participations. (6) I agree that the Borrower Mortgagee is authorized to modify purchase all or any part of such other Mortgaged Property at public or private sale or as otherwise provided by applicable law, and to credit the terms purchase price against the Secured Indebtedness in such order or manner as Mortgagee determines in its sole discretion and to preserve Mortgagee's rights and Liens under this Deed of Trust for any portion of the Debt or any instrument securing, guarantying or relating Secured Indebtedness that remains unpaid. Mortgagor waives to the Debt. (7) You may undertake a valuation fullest extent permitted by applicable law any right to claim or seek any credit against the Secured Indebtedness in excess of any Property the actual amount bid or received by Mortgagee in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless foreclosure of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect Mortgagee's Liens on any of the DebtMortgaged Property located in such other States. Mortgagor further agrees that Mortgagee shall not be required (a) to seek or obtain a deficiency judgment in or pursuant to any action or proceeding to foreclose this Deed of Trust as a condition of later enforcing any mortgage or deed of trust covering Mortgaged Property located in another State, or (b) to seek or obtain a deficiency judgment in no way affects or impairs my liability. (9) I agree pursuant to waive reliance on any anti-action or proceeding to foreclose any such other mortgage or deed of trust as a condition of later enforcing this Deed of Trust. Notwithstanding the foregoing, if Mortgagee in good faith believes that it may be required either to obtain a deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have judgment to enforce any remedy which you now have this Deed of Trust after enforcement of a mortgage or deed of trust covering Mortgaged Property located in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partnerState, or other person to enforce another mortgage or deed of trust after enforcement of this Deed of Trust, then Mortgagor agrees that Mortgagee shall be entitled to seek and obtain such a deficiency judgment notwithstanding any contrary or inconsistent provision contained in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personsCredit Agreement.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In addition, to the extent permitted by law, I consent to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to the Debt or this Guaranty. (1) You may renew or extend payments payment on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrowerborrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any PropertyProperty securing the Debt. (4) You, or any institution participating in the Debt, may invoke your right rights of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "“insider," ” as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In additionMortgagor waives all rights and defenses arising out of an election of remedies by Mortgagee or the Banks, even though that election of remedies, such as a nonjudicial foreclosure with respect to an obligation (x) which is guaranteed or (y) with respect to which a third party has pledged its property as security for the payment thereof, has destroyed such guarantor’s or third party’s rights of subrogation and reimbursement against the principal, if any. Until the Obligations secured hereby have been paid and performed in full, Mortgagor waives the right of subrogation and waives the right to enforce any remedy which Mortgagee now has or may hereafter have against Mortgagor and any benefit of and any right to participate in, any security now or hereafter held by Mortgagee. Mortgagor agrees that (i) its Obligations and liabilities hereunder are independent of and in addition to the Obligations of Mortgagor and Borrowers pursuant to the other Loan documents or any other collateral security given to secure the same, (ii) a separate action may be brought to enforce the provisions hereof whether Mortgagor is a party in any such action or not, (iii) Mortgagee may at any time, or from time to time, in its sole discretion (a) extend or change the time of payment and/or performance and/or the manner, place or terms of payment and/or performance of all or any of the Obligations secured by such Loan documents; (b) exchange, release and/or surrender all or any of the collateral security, or any part thereof, by whomsoever deposited, which is now or may hereafter be held by Mortgagee in connection with all or any of such Obligations; (c) sell and/or purchase all or any such collateral at public or private sale, or at any broker’s board, in the manner permitted by law and after giving any notice which may be required, and after deducting all costs and expenses of every kind for collection, sale or delivery, the net proceeds of any such sale may be applied by Mortgagee upon all or any of such Obligations; and (d) settle or compromise with Mortgagor or Borrowers, and/or any other person liable thereon, any and all of such Obligations, and/or subordinate the payment of same, or any part thereof, to the payment of any other debts or claims, which may at any time be due or owing to Mortgagee and/or any other person or entity and (iv) Mortgagee shall be under no obligation to marshal any assets in favor of Mortgagor, or in payment of any or all of such Obligations. Mortgagor hereby waives (i) except for notices expressly required by the Loan documents, presentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice with respect to any of the Obligations of Mortgagor or Borrowers under the Loan documents, and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon Mortgagor or Borrowers; (ii) any right to require Mortgagee and/or the Banks to (a) proceed against Mortgagor and/or Borrowers, (b) proceed against or exhaust any security held by Mortgagee or the Banks for the Obligations secured hereby or (c) pursue any remedy in Mortgagee’s or the Banks’ power whatsoever; (iii) any defense arising by reason of any disability or other defense of Mortgagor or Borrowers by reason of the cessation from any cause whatsoever of the liability of Mortgagor or Borrowers other than full payment of such Obligations; (iv) to the fullest extent permitted by applicable law, all rights and benefits purporting to reduce a guarantor’s obligations in proportion to the principal obligation; (v) to the fullest extent permitted by law, I consent all rights and benefits under any law or statute (a) purporting to certain actions you limit the amount of any deficiency judgment which might be recoverable following the occurrence of a sale pursuant to a power of sale contained in a mortgage or deed of trust and any right to a fair value hearing or any fair value limitation or other limitation on liability or a deficiency based upon the fair value of any collateral after a nonjudicial foreclosure of this Mortgage, (b) stating that no deficiency may takebe recovered on a real property purchase money obligation, (c) stating that no deficiency may be recovered on a note secured by a mortgage on real property in case such real property is sold under the power of sale contained in such mortgage, and generally waive defenses (d) stating that there may be available based but one form of action on these actions an indebtedness secured by real property, if such laws or based on the status of a party to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) Youstatutes, or any institution participating of them, have any application hereto or any application to Mortgagor; (vi) to the fullest extent permitted by law, (a) any defense arising as a result of Mortgagee’s or the Banks’ election, in any proceeding instituted under the DebtBankruptcy Code, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to application of Section 1111(b)(2) of the Bankruptcy Code and (b) any person defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code and (vii) the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof, including, without limitation, any rights arising under applicable law. Mortgagor, in any amounts actual or potential capacity as a guarantor, quasi-guarantor or other surety with respect to the Loan or the Mortgaged Property, hereby makes the following waivers: Mortgagor hereby waives all rights and I waive notice of such salesdefenses that it may have because the Obligations are secured by the Mortgaged Property. This means, repurchases among other things, (i) Mortgagee and/or the Banks may collect from or participations. realize on any security pledged by Mortgagor without first foreclosing on any or all real or personal property collateral pledged by Borrowers and (6ii) I agree that if Mortgagee and/or the Borrower is authorized to modify Banks foreclose on any real property collateral pledged by Mortgagor and/or Borrowers: (a) the terms amount of the Debt or any instrument securingdebt may be reduced only by the price for which that collateral is sold at the foreclosure sale, guarantying or relating to even if the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from collateral is worth more than the sale of such Property. price and/or (8) I agree to consent to any waiver granted b) Mortgagee and/or the Borrower, and agree that any delay Banks may collect from or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance realize on any anti-deficiency statutessecurity pledged by Mortgagor and/or Borrowers even if Mortgagee and/or the Banks, through subrogation or otherwiseby foreclosing on the real property collateral, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive destroyed any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I Mortgagee and/or the Banks may have to enforce collect from Mortgagor and/or Borrowers. This is an unconditional and irrevocable waiver of any remedy rights and defenses that Mortgagor may have because the Obligations are secured by real property. Mortgagor warrants that (i) this Mortgage was executed at the request of Borrowers, (ii) neither Mortgagee nor any Bank has made any representation to Mortgagor as to the creditworthiness of any other Borrower and (iii) it has established adequate means of obtaining from Borrowers on a continuing basis financial and other information pertaining to Borrowers’ financial condition. Mortgagor agrees to keep adequately informed from such means as it deems appropriate any facts, events or circumstances which you now might in any way affect its risks and liabilities hereunder and further agrees that Mortgagee and the Banks shall have no further obligation to disclose to it information or materials acquired in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control course of the Borrower, a person or an entity that is a co-partner their respective dealings with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personsMortgagor.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In addition, to the extent permitted by law, I consent to certain actions you (a) Guarantor waives all benefits and defenses it may take, have under California Civil Code Section 2809 and generally waive defenses agrees that Guarantor's liability may be available based on these actions or based on the status larger in amount and more burdensome than that of a party to the Debt or Borrower. Guarantor's liability under this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings Guaranty shall continue until all sums due under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender Loan Documents have been paid in fullfull and shall not be limited or affected in any way by any impairment or any diminution or loss of value of any security or collateral for the Loans, I waive from whatever cause, including, without limitation, Lender's failure to perfect a security interest in any right such security or collateral or any disability or other defense of subrogationBorrower, contributionany other guarantor of the Loans, reimbursement, indemnification, exonerationany pledgor of collateral for any person's obligations to Lender or any other person related to the Loans. (b) Guarantor agrees that its liability under, and the enforceability of, this Guaranty are absolute and are not contingent upon the genuineness, validity or enforceability of any of the Loan Documents or the availability of any defense to Borrower, any other guarantor of the Loans, any pledgor of collateral for any person's obligations to Lender or any other person related to the Loans. Guarantor waives all benefits and defenses it may have under California Civil Code Section 2810 and agrees that Guarantor shall be liable even if Borrower, any other guarantor of the Loans, any pledgor of collateral for any person's obligations to Lender or any other person related to the Loans had no liability at the time of execution of the Note or later ceases to be liable. (c) Guarantor waives its rights under California Civil Code Section 2815 and agrees that by doing so Guarantor has no right to revoke this Guaranty until all obligations under the Loan Documents have been fully satisfied. (d) Guarantor waives its rights under California Civil Code Section 2819 and agrees that by doing so Guarantor's liability and the enforceability of this Guaranty shall continue even if Lender alters any obligations under the Loan Agreement or any of the other Loan Documents in any respect. (e) Guarantor waives its rights under California Civil Code Section 2839 and agrees that by doing so (i) its obligations under this Guaranty shall not be deemed satisfied by a mere offer of payment by Borrower or any other person of the principal obligations under the Loan Documents and (ii) Guarantor's liability under and the enforceability of this Guaranty shall continue until all obligations under the Loan Documents have been fully satisfied. (f) Guarantor waives all benefits and defenses it may have under California Civil Code Sections 2845, 2849 and 2850, including, without limitation, the right to require Lender to (i) proceed against Borrower, any other guarantor of the Loans, any pledgor of collateral for any person's obligations to Lender or any other person related to the Loans, (ii) proceed against or exhaust any other security or collateral Lender may hold, or (iii) pursue any other right I or remedy for any Guarantor's benefit, and agrees that Lender may have foreclose against all or a part of the Property or any other security Lender may hold without taking any action against Borrower, any other guarantor of the Loans, any pledgor of collateral for any person's obligations to enforce Lender or any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of related to the BorrowerLoans, a person and without proceeding against or an entity exhausting any security or collateral Lender holds. (g) Guarantor waives its rights under California Civil Code Sections 2899 and 3433 and agrees that is a co-partner with by doing so Lender has no obligation regarding the Borrower, an entity order in which the Borrower is a general partnerit exercises its remedies. (h) Guarantor waives diligence and all demands, directorprotests, officer presentments and notices of every kind or other person in control nature, including notices of protest, dishonor, nonpayment, acceptance of this Guaranty and creation, renewal, extension, modification or a close relative accrual of any of these the obligations under the Loan Agreement or the other personsLoan Documents. Guarantor also waives the right to plead all statutes of limitation as a defense to Guarantor's liability under, or the enforceability of, this Guaranty.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In additionorder to enforce this Mortgage , Mortgagee ------------------- shall not be obligated (a) to foreclose any other mortgage or deed of trust covering Mortgaged Property located in another State, seek a deficiency after any such foreclosure, or otherwise enforce Mortgagee's rights in any of the other Mortgaged Property; or (b) to seek an injunction (prohibitive or mandatory), the appointment of a receiver, an order modifying any stay in any federal or state bankruptcy, reorganization or other insolvency proceedings relating to any of the Mortgaged Property or any portion thereof, or any other extraordinary relief. Mortgagor waives, to the fullest extent permitted by law, I consent any defense such Mortgagor may have to certain actions you may take, and generally waive defenses that may be available any liability hereunder based on these actions Mortgagee's failure or based on the status of a party refusal to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) Youprosecute, or any institution participating lack of diligence or delay in prosecuting, any action or proceeding to enforce any other mortgage or deed of trust. If Mortgagee elects to enforce this Mortgage before, or without, enforcing its rights with respect to any Mortgaged Property covered by any other Mortgage , Mortgagor waives, to the Debtfullest extent permitted by law, any right such Mortgagor may invoke your right have, whether statutory or otherwise, to set off the value of set-off. (5) You may enter into any salesother Mortgaged Property, repurchases or participations any portion thereof, against the Secured Indebtedness. If Mortgagee elects to enforce its mortgages or deeds of trust covering all or any portion of the Debt to any person Mortgaged Property located in any amounts and I waive notice other States, or in conjunction with the enforcement of such salesthis Mortgage, repurchases or participations. (6) I agree that the Borrower Mortgagee is authorized to modify purchase all or any part of such other Mortgaged Property at public or private sale or as otherwise provided by applicable law, and to credit the terms purchase price against the Secured Indebtedness in such order or manner as Mortgagee determines in its sole discretion and to preserve Mortgagee's rights and Liens under this Mortgage for any portion of the Debt or any instrument securing, guarantying or relating Secured Indebtedness that remains unpaid. Mortgagor waives to the Debt. (7) You may undertake a valuation fullest extent permitted by applicable law any right to claim or seek any credit against the Secured Indebtedness in excess of any Property the actual amount bid or received by Mortgagee in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless foreclosure of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect Mortgagee's Liens on any of the DebtMortgaged Property located in such other States. Mortgagor further agrees that Mortgagee shall not be required (a) to seek or obtain a deficiency judgment in or pursuant to any action or proceeding to foreclose this Mortgage as a condition of later enforcing any mortgage or deed of trust covering Mortgaged Property located in another State, or (b) to seek or obtain a deficiency judgment in no way affects or impairs my liability. (9) I agree pursuant to waive reliance on any anti-action or proceeding to foreclose any such other mortgage or deed of trust as a condition of later enforcing this Mortgage. Notwithstanding the foregoing, if Mortgagee in good faith believes that it may be required either to obtain a deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have judgment to enforce any remedy which you now have this Mortgage after enforcement of a mortgage or deed of trust covering Mortgaged Property located in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partnerState, or other person to enforce another mortgage or deed of trust after enforcement of this Mortgage, then Mortgagor agrees that Mortgagee shall be entitled to seek and obtain such a deficiency judgment notwithstanding any contrary or inconsistent provision contained in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personsCredit Agreement.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In additionMortgagor waives all rights and defenses arising out of an election of remedies by Mortgagee or the Banks, even though that election of remedies, such as a nonjudicial foreclosure with respect to an obligation (x) which is guaranteed or (y) with respect to which a third party has pledged its property as security for the payment thereof, has destroyed such guarantor’s or third party’s rights of subrogation and reimbursement against the principal, if any. Until the Obligations secured hereby have been paid and performed in full, Mortgagor waives the right of subrogation and waives the right to enforce any remedy which Mortgagee now has or may hereafter have against Mortgagor and any benefit of and any right to participate in, any security now or hereafter held by Mortgagee. Mortgagor agrees that (i) its Obligations and liabilities hereunder are independent of and in addition to the Obligations of Mortgagor and Borrowers pursuant to the other Loan documents or any other collateral security given to secure the same, (ii) a separate action may be brought to enforce the provisions hereof whether Mortgagor is a party in any such action or not, (iii) Mortgagee may at any time, or from time to time, in its sole discretion (a) extend or change the time of payment and/or performance and/or the manner, place or terms of payment and/or performance of all or any of the Obligations secured by such Loan documents; (b) exchange, release and/or surrender all or any of the collateral security, or any part thereof, by whomsoever deposited, which is now or may hereafter be held by Mortgagee in connection with all or any of such Obligations; (c) sell and/or purchase all or any such collateral at public or private sale, or at any broker’s board, in the manner permitted by law and after giving any notice which may be required, and after deducting all costs and expenses of every kind for collection, sale or delivery, the net proceeds of any such sale may be applied by Mortgagee upon all or any of such Obligations; and (d) settle or compromise with Mortgagor or Borrowers, and/or any other person liable thereon, any and all of such Obligations, and/or subordinate the payment of same, or any part thereof, to the payment of any other debts or claims, which may at any time be due or owing to Mortgagee and/or any other person or entity and (iv) Mortgagee shall be under no obligation to marshal any assets in favor of Mortgagor, or in payment of any or all of such Obligations. Mortgagor hereby waives (i) except for notices expressly required by the Loan documents, presentment, demand, protest, notice of acceptance, notice of dishonor, notice of nonperformance and any other notice with respect to any of the Obligations of Mortgagor or Borrowers under the Loan documents, and promptness in commencing suit against any party thereto or liable thereon, and/or in giving any notice to or making any claim or demand hereunder upon Mortgagor or Borrowers; (ii) any right to require Mortgagee and/or the Banks to (a) proceed against Mortgagor and/or Borrowers, (b) proceed against or exhaust any security held by Mortgagee or the Banks for the Obligations secured hereby or (c) pursue any remedy in Mortgagee’s or the Banks’ power whatsoever; (iii) any defense arising by reason of any disability or other defense of Mortgagor or Borrowers by reason of the cessation from any cause whatsoever of the liability of Mortgagor or Borrowers other than full payment of such Obligations; (iv) to the fullest extent permitted by applicable law, all rights and benefits purporting to reduce a guarantor’s obligations in proportion to the principal obligation; (v) to the fullest extent permitted by law, I consent all rights and benefits under any law or statute (a) purporting to certain actions you limit the amount of any deficiency judgment which might be recoverable following the occurrence of a sale pursuant to a power of sale contained in a mortgage or deed of trust and any right to a fair value hearing or any fair value limitation or other limitation on liability or a deficiency based upon the fair value of any collateral after a nonjudicial foreclosure of this Mortgage, (b) stating that no deficiency may takebe recovered on a real property purchase money obligation, (c) stating that no deficiency may be recovered on a note secured by a mortgage on real property in case such real property is sold under the power of sale contained in such mortgage, and generally waive defenses (d) stating that there may be available based but one form of action on these actions an indebtedness secured by real property, if such laws or based on the status of a party to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) Youstatutes, or any institution participating in the Debtof them, may invoke your right of set-off. (5) You may enter into have any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt application hereto or any instrument securing, guarantying or relating application to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.Mortgagor;

Additional Waivers. In addition, The Guarantor waives any and all rights to require the extent permitted by law, I consent Lender to certain actions you may take, and generally waive defenses that may be available based on these actions or based on (i) proceed against the status of a party to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker Borrower or any other co-signer. guarantor, (3ii) You may release, substitute proceed against or impair exhaust any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning security held from the Borrower or me, regardless of any such valuationother guarantor, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to iii) pursue any waiver granted the Borrower, and agree that any delay or lack of diligence other remedy in the enforcement of the DebtLender's power whatsoever. The Lender may, or any failure to file a claim or otherwise protect any of the Debtat its election, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive exercise any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any or remedy which you now have or in the future it may have against the Borrower or another guarantor any security now or as to any Property. Any Guarantor who is an "insider," as contemplated hereafter held by the United States Bankruptcy CodeLender, 11 U.S.C. 101including, as amendedwithout limitation, makes these waivers permanentlythe right to foreclose upon any such security by judicial or nonjudicial sale and regardless of whether such sale is deemed to be commercially reasonable, without affecting or impairing in any way the liability of the Guarantor hereunder except to the extent the indebtedness may thereby be paid. (An insider includesOnly the net proceeds from any such foreclosure, among othersafter deduction of all costs and expenses authorized to be deducted pursuant to the documents under which such security is held or by law, a directorshall be applied against the indebtedness. The Lender may at its discretion purchase all or any part of such security so sold or offered for sale for its own account and may apply against the amount bid therefor all or any part of the indebtedness for which such security is held. The Guarantor waives any defense arising out of the absence, officerimpairment or loss of any right of reimbursement or subrogation or other right or remedy of the Guarantor against the Borrower or any such security, partnerwhether resulting from such election by the Lender, any defect in, failure of or loss or absence of priority with respect to the Lender, interest in such security, or otherwise. The Lender shall not be required to institute or prosecute proceedings to recover any deficiency as a condition of payment hereunder or enforcement hereof. The Guarantor waives any defense arising by reason of any disability or other person in control defense of the Borrower or by reason of the cessation from any cause whatsoever of the liability of the Borrower. The Guarantor shall have no right of subrogation, a person and waive any right to enforce any remedy which the Lender now has or an entity that is a co-partner with may hereafter have against the Borrower, an entity and waives any and all benefit of or right to participate in which any security now or hereafter held by the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personsLender.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In additionGuarantor further agrees as follows: (a) Guarantor agrees that on Borrower’s default, the Administrative Agent may elect to foreclose either nonjudicially or judicially against any real or personal property security (including, without limitation, the Property) it holds for the obligations of Borrower under the Loan Documents, or any part thereof, or accept an assignment of any such security in lieu of foreclosure, or compromise or adjust any part of such obligations, or make any other accommodation with Borrower or Guarantor, or exercise any other remedy against Borrower or any security. No such action by the Administrative Agent will release or limit the liability of Guarantor to the extent permitted by lawAdministrative Agent or any Lender, I consent who shall remain liable under this Guaranty after the action, even if the effect of that action is to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless deprive Guarantor of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker right to collect reimbursement from Borrower or any other co-signer. (3) You may release, substitute person for any sums paid to the Administrative Agent or impair any Property. (4) YouLender, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right Guarantor’s rights of subrogation, contribution, reimbursementor indemnity against Borrower or any other person. Without limiting the foregoing, indemnificationit is understood and agreed that on any foreclosure or assignment in lieu of foreclosure of any security held by the Administrative Agent, exonerationsuch security will no longer exist, and that any other right I that Guarantor might otherwise have, on full payment of the obligations of Borrower under the Loan Documents by Guarantor, to participate in any such security or to be subrogated to any rights of the Administrative Agent or any Lender with respect to any such security will be nonexistent; nor shall Guarantor by deemed to have any right, title, interest or claim under any circumstances in or to any real or personal property held by the Administrative Agent, any Lender or any third party following any foreclosure or assignment in lieu of foreclosure of any such security. (b) Guarantor understands and acknowledges that if the Administrative Agent forecloses judicially or nonjudicially against any real property security for the Borrower’s obligations, such foreclosure could impair or destroy any right or ability that Guarantor may have to enforce seek reimbursement, contribution, or indemnification for any remedy which you now have or amounts paid by such Guarantor under this Guaranty. Guarantor further understands and acknowledges that in the future absence of this waiver such potential impairment or destruction of Guarantor’s rights, if any, may have against entitle such Guarantor to assert a defense to this Guaranty based on Code of Civil Procedure §580d as interpreted in Union Bank v. Xxxxxxx, (1968) 265 CA 2d 40, 71 CR 64, on the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includesgrounds, among others, that a directorlender should be estopped from pursuing a guarantor because the lender’s election to foreclose may impair or destroy the subrogation, officerreimbursement, partnercontribution, or indemnification rights of the guarantor. By execution of this Guaranty, Guarantor intentionally, freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Guarantor will be liable under this Guaranty even though the Administrative Agent had foreclosed judicially or nonjudicially against any real or personal property collateral for Borrower’s obligations; (ii) agrees that such Guarantor will not assert that defense in any action or proceeding in which the Administrative Agent or any Lender seeks to enforce this Guaranty; and (iii) acknowledges and agrees that the rights and defenses waived by such Guarantor in this Guaranty include any right or defense that such Guarantor may have or be entitled to assert based on or arising out of any one or more of Code of Civil Procedure §§580a, 580b, 580d, or 726, or Civil Code §2848. (c) Guarantor intentionally, freely, irrevocably and unconditionally waives and relinquishes all rights which may be available to it under any provision of California law or under any California judicial decision, including, without limitation, Section 580a and 726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or other judgment which may be obtained against such Guarantor under this Guaranty to not more than the amount by which the unpaid obligations of Borrower under the Loan Documents guaranteed hereby plus all other indebtedness due from Borrower under the Loan Documents exceeds the fair market value or fair value of any real or personal property securing said obligations of Borrower under the Loan Documents and any other indebtedness due from Borrower under the Loan Documents, including, without limitation, all rights to an appraisement of, judicial or other hearing on, or other person in control determination of the Borrowervalue of said property. Guarantor acknowledges and agrees that, as a person or result of the foregoing waiver, the Administrative Agent and the Lenders may be entitled to recover from such Guarantor an entity that is a co-partner amount which, when combined with the Borrower, an entity in value of any real or personal property foreclosed upon by the Administrative Agent (or the proceeds of the sale of which have been received by the Administrative Agent or the Lenders) and any sums collected by the Administrative Agent and the Lenders from Borrower is a general partner, director, officer or other person in control persons, might exceed the amount of the obligations of Borrower under the Loan Documents guaranteed hereby plus all other indebtedness due from Borrower under the Loan Documents. (d) Guarantor waives all rights and defenses that Guarantor may have because Borrower’s debt is secured by real property; this means, among other things: (i) the Administrative Agent and the Lenders may collect from Guarantor without first foreclosing on any real or a close relative personal property collateral pledged by Borrower; and (ii) if the Administrative Agent or the Lenders foreclose on any real property collateral pledged by Borrower: (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 Administrative Agent and the Lenders may collect from Guarantor even if the Administrative Agent, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Guaranteed Obligations are 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 these the California Code of Civil Procedure. Guarantor specifically waives any right to a fair value hearing, and any and all other personsrights it may have under Section 580a of the California Code of Civil Procedure. (e) Any Guarantor who waives all rights and defenses arising out of an election of remedies by the Administrative Agent and the Lenders, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, has destroyed Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise. (f) Guarantor waives all rights and defenses which might otherwise be available to Guarantor under any guarantor, suretyship or other defenses under any law of the State of California, including, without limitation, California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433. (g) Guarantor agrees that if the maturity of any Guaranteed Obligation is not an insider makes these waivers until all Debt is fully repaidaccelerated by bankruptcy, insolvency or otherwise, such maturity shall also be deemed accelerated for the purpose of this Guaranty without demand on or notice to Guarantor, and Guarantor hereby waives any such demand or notice.

Additional Waivers. In additionorder to enforce this Mortgage, Mortgagee or ------------------- Trustee shall not be obligated (a) to foreclose any other mortgage or deed of trust covering Mortgaged Property located in another State, seek a deficiency after any such foreclosure or otherwise enforce Mortgagee's rights in any of the other Mortgaged Property; or (b) to seek an injunction (prohibitive or mandatory), the appointment of a receiver, an order modifying any stay in any federal or state bankruptcy, reorganization or other insolvency proceedings relating to any of the Mortgaged Property or any portion thereof, or any other extraordinary relief. Mortgagor waives, to the fullest extent permitted by law, I consent any defense Mortgagor may have to certain actions you may take, and generally waive defenses that may be available any liability hereunder based on these actions Mortgagee's failure or based on the status of a party refusal to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) Youprosecute, or any institution participating lack of diligence or delay in prosecuting, any action or proceeding to enforce any other mortgage or deed of trust. If Mortgagee elects to enforce this Mortgage before, or without, enforcing its rights with respect to any Mortgaged Property covered by any other Mortgage, Mortgagor waives, to the Debtfullest extent permitted by law, any right Mortgagor may invoke your right have, whether statutory or otherwise, to set off the value of set-off. (5) You may enter into any salesother Mortgaged Property, repurchases or participations any portion thereof, against the Secured Indebtedness. If Mortgagee elects to enforce its mortgages or deeds of trust covering all or any portion of the Debt to any person Mortgaged Property located in any amounts and I waive notice other States, or in conjunction with the enforcement of such salesthis Mortgage, repurchases or participations. (6) I agree that the Borrower Mortgagee is authorized to modify purchase all or any part of such other Mortgaged Property at public or private sale or as otherwise provided by applicable law, and to credit the terms purchase price against the Secured Indebtedness in such order or manner as Mortgagee determines in its sole discretion and to preserve Mortgagee's rights and Liens under this Mortgage for any portion of the Debt or any instrument securing, guarantying or relating Secured Indebtedness that remains unpaid. Mortgagor waives to the Debt. (7) You may undertake a valuation fullest extent permitted by applicable law any right to claim or seek any credit against the Secured Indebtedness in excess of any Property the actual amount bid or received by Mortgagee in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless foreclosure of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect Mortgagee's Liens on any of the DebtMortgaged Property located in such other States. Mortgagor further agrees that Mortgagee shall not be required (a) to seek or obtain a deficiency judgment in or pursuant to any action or proceeding to foreclose this Mortgage as a condition of later enforcing any mortgage or deed of trust covering Mortgaged Property located in another State, or (b) to seek or obtain a deficiency judgment in no way affects or impairs my liability. (9) I agree pursuant to waive reliance on any anti-action or proceeding to foreclose any such other mortgage or deed of trust as a condition of later enforcing this Mortgage. Notwithstanding the foregoing, if Mortgagee in good faith believes that it may be required either to obtain a deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have judgment to enforce this Mortgage after enforcement of a mortgage or deed of trust covering Mortgaged Property located in another State or to enforce another mortgage or deed of trust after enforcement of this Mortgage then Mortgagor agrees that Mortgagee shall be entitled to seek and obtain such a deficiency judgment notwithstanding any remedy which you now have contrary or inconsistent provision contained in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personsCredit Agreement.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In addition, to the extent permitted by law, I consent to certain actions you (a) Guarantor waives all benefits and defenses it may take, have under California Civil Code Section 2809 and generally waive defenses agrees that Guarantor’s liability may be available based on these actions or based on the status he larger in amount and more burdensome than that of a party to the Debt or Borrower. Guarantor’s liability under this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings Guaranty shall continue until all sums due under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender Loan Documents have been paid in fullfull and shall not be limited or affected in any way by any impairment or any diminution or loss of value of any security or collateral for the Loan, I waive from whatever cause, including, without limitation, Lender’s failure to perfect a security interest in any right such security or collateral or any disability or other defense of subrogationBorrower, contributionany other guarantor of the Loan, reimbursement, indemnification, exonerationany pledgor of collateral for any person’s obligations to Lender or any other person related to the Loan. (b) Guarantor agrees that its liability under, and the enforceability of, this Guaranty are absolute and are not contingent upon the genuineness, validity or enforceability of any of the Loan Documents or the availability of any defense to Borrower, any other guarantor of the Loan, any pledgor of collateral for any person’s obligations to Lender or any other person related to the Loan. Guarantor waives all benefits and defenses it may have under California Civil Code Section 2810 and agrees that Guarantor shall be liable even if Borrower, any other guarantor of the Loan, any pledgor of collateral for any person’s obligations to Lender or any other person related to the Loan had no liability at the time of execution of the Note or later ceases to be liable. (c) Guarantor waives its rights under California Civil Code Section 2815 and agrees that by doing so Guarantor has no right to revoke this Guaranty until all obligations under the Loan Documents have been fully satisfied. (d) Guarantor waives its rights under California Civil Code Section 2819 and agrees that by doing so Guarantor’s liability and the enforceability of this Guaranty shall continue even if Lender alters any obligations under the Note or any of the other Loan Documents in any respect. (e) Guarantor waives its rights under California Civil Code Section 2839 and agrees that by doing so (i) its obligations under this Guaranty shall not be deemed satisfied by a mere offer of payment by Borrower or any other person of the principal obligations under the Loan Documents and (ii) Guarantor’s liability under and the enforceability of this Guaranty shall continue until all obligations under the Loan Documents have been fully satisfied. (f) Guarantor waives all benefits and defenses it may have under California Civil Code Sections 2845, 2849 and 2850, including, without limitation, the right to require Lender to (i) proceed against Borrower, any other guarantor of the Loan, any pledgor of collateral for any person’s obligations to Lender or any other person related to the Loan, (ii) proceed against or exhaust any other security or collateral Lender may hold, or (iii) pursue any other right I or remedy for any Guarantor’s benefit, and agrees that Lender may have foreclose against all or a part of the Property or any other security Lender may hold without taking any action against Borrower, any other guarantor of the Loan, any pledgor of collateral for any person’s obligations to enforce Lender or any remedy other person related to the Loan, and without proceeding against or exhausting any security or collateral Lender holds. (g) Guarantor waives its rights under California Civil Code Sections 2899 and 3433 and agrees that by doing so Lender has no obligation regarding the order in which you now have or in the future may have it exercises its remedies against the Borrower Property or another guarantor or as any other collateral security encumbered pursuant to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the BorrowerLoan Documents. (h) Guarantor waives diligence and all demands, a person protests, presentments and notices of every kind or an entity that is a co-partner with the Borrowernature, an entity in which the Borrower is a general partnerincluding notices of protest, directordishonor, officer nonpayment, acceptance of this Guaranty and creation, renewal, extension, modification or other person in control or a close relative accrual of any of these the obligations under the Note or the other personsLoan Documents. Guarantor also waives the right to plead all statutes of limitation as a defense to Guarantor’s liability under, or the enforceability of, this Guaranty.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In addition, to the extent permitted by law, I consent to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to the Debt or this Guaranty.. MANITEX INTERNATIONAL, INC. South Dakota Guaranty Initials (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (54) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (65) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (76) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) 7) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) 8) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "“insider," ” as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In addition(a) Guarantor waives all benefits and defenses it may have under California Civil Code Section 2809 and agrees that Guarantor’s liability may be larger in amount and more burdensome than that of Borrower. Guarantor’s liability under this Guaranty shall continue until all sums due under the Loan Documents have been paid in full and shall not be limited or affected in any way by any impairment or any diminution or loss of value of any security or collateral for the obligations under the Loan Documents, from whatever cause, including, without limitation, Administrative Agent’s or Lenders’ failure to perfect a security interest in any such security or collateral or any disability or other defense of Borrower, any other guarantor, any pledgor of collateral for any person’s obligations to Administrative Agent or any Lender or any other person related to the extent permitted by law, I consent to certain actions you may takeLoan Documents. (b) Guarantor agrees that its liability under, and generally waive defenses that may be available based on these actions the enforceability of, this Guaranty are absolute and are not contingent upon the genuineness, validity or based on enforceability of any of the status Loan Documents or the availability of a party any defense to Borrower, any other guarantor or surety, any pledgor of collateral for any person’s obligations to Administrative Agent or any Lender or any other person related to the Debt obligations under the Loan Documents. Guarantor waives all benefits and defenses it may have under California Civil Code Section 2810 and agrees that Guarantor shall be liable even if Borrower, any other guarantor, any pledgor of collateral for any person’s obligations to Administrative Agent or any Lender or any other person related to the obligations outstanding under the Loan Documents had no liability at the time of execution of any Loan Documents or later ceases to be liable. (c) Guarantor waives its rights under California Civil Code Section 2815 and agrees that by doing so Guarantor does not have any right to revoke this Guaranty until all obligations under the Loan Documents have been fully satisfied. (d) Guarantor waives its rights under California Civil Code Section 2819 and agrees that by doing so Guarantor’s liability and the enforceability of this Guaranty shall continue even if Administrative Agent or any Lender alters any obligations under the Loan Documents in any respect. (e) Guarantor waives its rights under California Civil Code Section 2839 and agrees that by doing so (i) its obligations under this Guaranty shall not be deemed satisfied by a mere offer of payment by Borrower or any other person of the principal obligations under the Loan Documents and (ii) Guarantor’s liability under and the enforceability of this Guaranty shall continue until all obligations under the Loan Documents have been fully satisfied. (f) Guarantor waives all benefits and defenses it may have under California Civil Code Sections 2787 to 2855, inclusive, including, without limitation, the right to require Administrative Agent or any Lender to (i) proceed against Borrower, any other guarantor or surety, any pledgor of collateral for any person’s obligations to Administrative Agent or any Lender or any other person related to the obligations outstanding under the Loan Documents, (ii) proceed against or exhaust any other security or collateral Administrative Agent may hold, or (iii) pursue any other right or remedy for Guarantor’s benefit, and agrees that Administrative Agent and the Lenders may foreclose against all or a part of the Property or any other security Administrative Agent or the Lenders may hold without taking any action against Borrower, any other guarantor or surety, any pledgor of collateral for any person’s obligations to Administrative Agent or any Lender or any other person related to the obligations outstanding under the Loan Documents, and without proceeding against or exhausting any security or collateral Administrative Agent or any Lender holds. (g) Guarantor waives its rights under California Civil Code Sections 2899 and 3433 and agrees that by doing so that neither Administrative Agent nor any Lender has an obligation regarding the order in which it exercises its remedies against the Property or any other collateral security encumbered pursuant to any of the Loan Documents. (h) Guarantor waives diligence and all demands, protests, presentments and notices of every kind or nature, including notices of protest, dishonor, nonpayment, acceptance of this Guaranty and creation, renewal, extension, modification or accrual of any of the obligations under the Loan Documents. Guarantor also waives the right to plead all statutes of limitation as a defense to Guarantor’s liability under, or the enforceability of, this Guaranty. (1i) You Guarantor waives any rights or benefits it may renew or extend payments on have by reason of California Code of Civil Procedure Section 580a which could limit the Debt, regardless amount which Administrative Agent and the Lenders could recover in a foreclosure of the number Property to the difference between the amount owing under the Loan Documents and the fair value of such renewals the Property or extensionsother real property sold at a nonjudicial foreclosure sale or sales of any other real property held by Administrative Agent or any Lender as security for the obligations under the Loan Documents. (2j) You may release Guarantor waives all rights and defenses arising out of an election of remedies by Administrative Agent or any BorrowerLender, endorsereven though that election of remedies, guarantor, surety, accommodation maker such as a nonjudicial foreclosure of the Property or any other co-signer. (3) You may release, substitute or impair any Property. (4) You, or any institution participating in real property given to secure the Debtobligations under the Loan Documents, may invoke your right destroy Guarantor’s rights of set-off. (5) You may enter into any sales, repurchases or participations subrogation and reimbursement against Borrower by the operation of Section 580d of the Debt to any person in any amounts and I waive notice California Code of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation Civil Procedure or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In additionGuarantor understands and acknowledges that if LJCI forecloses judicially or nonjudicially against any real property security for the Debenture, that foreclosure could impair or destroy any ability that Guarantor may have to seek reimbursement, contribution or indemnification from Company or others based on any right Guarantor may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by Guarantor under this Guaranty. Guarantor further understands and acknowledges that in the absence of this provision, the potential impairment or destruction of Guarantor’s rights, if any, may entitle Guarantor to assert a defense to this Guaranty based on CCP Section 580d as interpreted in Union Bank vs. Gradsky. By executing this Guaranty, Guarantor freely, irrevocably and unconditionally: (1) waives and relinquishes that defense, and agrees that Guarantor will be fully liable under this Guaranty, even though LJCI may foreclose judicially or nonjudicially against any real property security for the Debenture; (2) agrees that Guarantor will not assert that defense in any action or proceeding that LJCI may commence to enforce this Guaranty; (3) acknowledges and agrees that the rights and defenses waived by Guarantor under this Guaranty include any right or defense that Guarantor may have or be entitled to assert based upon or arising out of any one or more of the following: (A) CCP Sections 580a (which if Guarantor had not given this waiver, would otherwise limit Guarantor’s liability after any nonjudicial foreclosure sale to the extent permitted by lawdifference between the obligations for which Guarantor is liable and the fair market value of the property or interests sold at such nonjudicial foreclosure sale rather than the actual proceeds of such sale), I consent 580b and 580d (which if Guarantor had not given this waiver, would otherwise limit LJCI’s right to certain actions you recover a deficiency judgment with respect to purchase money obligations and after any nonjudicial foreclosure sale, respectively), or 726 (which, if Guarantor had not given this waiver, among other things, would otherwise require LJCI to exhaust all of its security before a personal judgment may takebe obtained for a deficiency); or (B) Civil Code Section 2848; and (4) acknowledges and agrees that LJCI is relying on this waiver in providing the financing to Company, and generally waive defenses that may be available based on these actions or based on this waiver is a material part of the status consideration that LJCI is receiving for providing the financing to Company. WITHOUT LIMITING THE FOREGOING, GUARANTOR WAIVES ALL RIGHTS AND DEFENSES THAT GUARANTOR MAY HAVE BECAUSE THE COMPANY’S DEBT AND THE GUARANTEED OBLIGATIONS ARE SECURED BY REAL PROPERTY. THIS MEANS, AMONG OTHER THINGS: _________ initials Page 6 of a party to the Debt or this Guaranty.16 _______ initials (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions.LJCI MAY COLLECT FROM GUARANTOR WITHOUT FIRST FORECLOSING ON ANY REAL OR PERSONAL PROPERTY COLLATERAL PLEDGED BY THE COMPANY; AND (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer.IF LJCI FORECLOSES ON ANY REAL PROPERTY COLLATERAL PLEDGED BY THE COMPANY: (3A) You may releaseTHE AMOUNT OF THE DEBT MAY BE REDUCED ONLY BY THE PRICE FOR WHICH THAT COLLATERAL IS SOLD AT THE FORECLOSURE SALE, substitute or impair any Property.EVEN IF THE COLLATERAL IS WORTH MORE THAN THE SALE PRICE; AND (4B) YouLJCI MAY COLLECT FROM GUARANTOR EVEN IF LJCI, or any institution participating in the DebtBY FORECLOSING ON THE REAL PROPERTY COLLATERAL, may invoke your right of set-offHAS DESTROYED ANY RIGHT GUARANTOR MAY HAVE TO COLLECT FROM THE COMPANY. THIS IS AN UNCONDITIONAL AND IRREVOCABLE WAIVER OF ANY RIGHTS AND DEFENSES THE GUARANTOR HAS BECAUSE THE COMPANY’S DEBT IS SECURED BY REAL PROPERTY. THESE RIGHTS AND DEFENSES INCLUDE, BUT ARE NOT LIMITED TO, ANY RIGHTS OR DEFENSES BASED UPON CCP SECTIONS 580a, 580b, 580d, OR 726. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In addition, to the extent permitted by law, I consent to certain actions you may take, take and generally waive defenses that may be available based on these actions or based on the status of a party to the Debt debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any PropertyProperty securing the Debt. (4) You, or any institution participating in the Debt, may invoke your right of to set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt.. 51078 (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, exoneration and any other right I may hay have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanentlypermanent. (An insider includes, among others, a director, officer, partner, partner or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In additionorder to enforce this Mortgage, Mortgagee or Trustee shall not be obligated (a) to foreclose any other mortgage or deed of trust covering Mortgaged Property located in another State, seek a deficiency after any such foreclosure or otherwise enforce Mortgagee’s rights in any of the other Mortgaged Property; or (b) to seek an injunction (prohibitive or mandatory), the appointment of a receiver, an order modifying any stay in any federal or state bankruptcy, reorganization or other insolvency proceedings relating to any of the Mortgaged Property or any portion thereof, or any other extraordinary relief. Mortgagors waive, to the fullest extent permitted by law, I consent any defense Mortgagors may have to certain actions you may take, and generally waive defenses that may be available any liability hereunder based on these actions Mortgagee’s failure or based on the status of a party refusal to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) Youprosecute, or any institution participating lack of diligence or delay in prosecuting, any action or proceeding to enforce any other mortgage or deed of trust. If Mortgagee elects to enforce this Mortgage before, or without, enforcing its rights with respect to any Mortgaged Property covered by any other Mortgage, Mortgagors waive, to the Debtfullest extent permitted by law, any right Mortgagors may invoke your right have, whether statutory or otherwise, to set off the value of set-off. (5) You may enter into any salesother Mortgaged Property, repurchases or participations any portion thereof, against the Secured Indebtedness. If Mortgagee elects to enforce its mortgages or deeds of trust covering all or any portion of the Debt to any person Mortgaged Property located in any amounts and I waive notice other States, or in conjunction with the enforcement of such salesthis Mortgage, repurchases or participations. (6) I agree that the Borrower Mortgagee is authorized to modify purchase all or any part of such other Mortgaged Property at public or private sale or as otherwise provided by applicable law, and to credit the terms purchase price against the Secured Indebtedness in such order or manner as Mortgagee determines in its sole discretion and to preserve Mortgagee’s rights and Liens under this Mortgage for any portion of the Debt or any instrument securing, guarantying or relating Secured Indebtedness that remains unpaid. Mortgagors waive to the Debt. (7) You may undertake a valuation fullest extent permitted by applicable law any right to claim or seek any credit against the Secured Indebtedness in excess of any Property the actual amount bid or received by Mortgagee in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless foreclosure of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect Mortgagee’s Liens on any of the DebtMortgaged Property located in such other States. Mortgagors further agree that Mortgagee shall not be required (a) to seek or obtain a deficiency judgment in or pursuant to any action or proceeding to foreclose this Mortgage as a condition of later enforcing any mortgage or deed of trust covering Mortgaged Property located in another State, or (b) to seek or obtain a deficiency judgment in no way affects or impairs my liability. (9) I agree pursuant to waive reliance on any anti-action or proceeding to foreclose any such other mortgage or deed of trust as a condition of later enforcing this Mortgage. Notwithstanding the foregoing, if Mortgagee in good faith believes that it may be required either to obtain a deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have judgment to enforce this Mortgage after enforcement of a mortgage or deed of trust covering Mortgaged Property located in another State or to enforce another mortgage or deed of trust after enforcement of this Mortgage then Mortgagors agree that Mortgagee shall be entitled to seek and obtain such a deficiency judgment notwithstanding any remedy which you now have contrary or inconsistent provision contained in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personsCredit Agreement.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In additionThe Parent Guarantor hereby waives presentment, to the extent permitted by lawdemand, I consent to certain actions you may takeprotest, and generally waive defenses that may be available based on these actions or based on the status notice of a party to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless dishonor of any of the number of such renewals liabilities guaranteed hereby. Neither the Servicer nor any Lender shall have any duty or extensions. obligation (2i) You may release to proceed or exhaust any remedy against any Franchisee Borrower, any other obligor, guarantor, endorser, guarantoror surety on any Franchisee Loans or other Franchisee Facility Guaranteed Obligations, surety, accommodation maker or any other co-signer. security held by the Servicer or any Lender for any Franchisee Loans or other Franchisee Facility Guaranteed Obligations, or (3ii) You may releaseto give any notice whatsoever (except as expressly provided herein of in the Franchisee Loan Documents) to the Franchisee Borrowers, substitute or impair any Property. (4) Youthe Parent Guarantor, or any institution participating in the Debtother obligor, may invoke your right of set-off. (5) You may enter into guarantor, endorser, or surety on any salesFranchisee Loans or other Franchisee Facility Guaranteed Obligations, repurchases or participations of the Debt before bringing suit, exercising rights to any person in any amounts and I waive notice of such sales, repurchases security or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation instituting proceedings of any Property in connection with kind against the Parent Guarantor, any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Franchisee Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure of them, and the Parent Guarantor hereby waives any requirement for such actions by the Servicer or any Lender. Upon default by any Franchisee Borrower and the Servicer’s demand to file a claim or otherwise protect any the Parent Guarantor hereunder, the Parent Guarantor shall be held and bound to the Servicer and each Lender directly as principal debtors in respect of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations payment of the amounts hereby guaranteed, such liability of the Parent Guarantor being joint and several with each Franchisee Borrower to Lender have been paid in fulland all other obligors, I waive any right of subrogationguarantors, contribution, reimbursement, indemnification, exoneration, endorsers and any other right I may have to enforce any remedy which you now have or in sureties on the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, Franchisee Loans or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personsFranchisee Facility Guaranteed Obligations.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In addition(a) Borrower has read and hereby approves the Note, this Deed of Trust, the other Loan Documents and all other agreements and documents relating thereto. Borrower acknowledges that it has been represented by counsel of its choice to review this Deed of Trust, the Note, the other Loan Documents and all other documents relating thereto and said counsel has explained and Borrower understands the provisions thereof, or that Borrower has voluntarily declined to retain such counsel. (b) Borrower hereby expressly waives diligence, demand, presentment, protest and notice of every kind and nature whatsoever (unless as otherwise required under this Deed of Trust or the other Loan Documents) and waives any right to require Lender to enforce any remedy against any Guarantor, endorser or other person whatsoever prior to the extent permitted exercise of its rights and remedies hereunder or otherwise. Borrower waives any right to require Lender to: (i) proceed or exhaust any collateral security given or held by lawLender in connection with the Debt; (ii) give notice of the terms, I consent to certain actions you may take, time and generally waive defenses that may be available based on these actions place of any public or based on the status private sale of a party to any real or personal property security for the Debt or this Guarantyother guaranty of the Debt; or (iii) pursue any other remedy in Lender’s power whatsoever. (1c) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Until all Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender shall have been paid in full, I waive Borrower: (i) shall not have any right of subrogationsubrogation to any of the rights of Lender against any Guarantor, contributionmaker or endorser; (ii) waives any right to enforce any remedy which Lender now has or may hereafter have against any other Guarantor, reimbursement, indemnification, exonerationmaker or endorser; and (iii) waives any benefit of, and any other right I may have to enforce participate in, any remedy which you now have collateral security for the Debt or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control guaranty of the Borrower, a person Debt now or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personshereafter held by Lender.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In addition(a) The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the obligations of Issuer. A separate action or actions may be brought and prosecuted against any Guarantor to enforce this Guaranty, irrespective of whether action is brought against the Issuer or any other Guarantor or whether the Issuer or any other Guarantor is joined in any such action or actions. (b) Without limiting the generality of any of the waivers set forth herein, none of Note Trustee, Collateral Trustee or any Holder (collectively, the “Note Creditors”) shall be required to make any demand on Issuer or any other guarantor of any Obligations under this Indenture or any of the Note Documents or any other Person or to sell at foreclosure or otherwise pursue or exhaust its remedies against any collateral pledged by Issuer or any other Person before, simultaneously with or after enforcing its rights and remedies hereunder against any Guarantor, and any one or more successive and/or concurrent actions may be brought against any Guarantor in the same action brought against Issuer or any other guarantor of the obligations under the Note Documents or any other Person or in separate actions, as often as any Note Creditor may deem advisable, in its sole discretion. The obligations of any Guarantor hereunder shall not in any way be affected by any action taken or not taken by any Note Creditor, which action or inaction is hereby consented and agreed to by each Guarantor, or by the partial or complete unenforceability or invalidity of any other guaranty or surety agreement, pledge, assignment, lien or other security interest or security for any of the obligations guaranteed hereunder or of the value, genuineness, validity or enforceability of the collateral or any of the obligations guaranteed hereunder. The liability of each Guarantor hereunder is absolute and unconditional irrespective of the taking or accepting by any Note Creditor of any other security or guaranty for, or right of recourse with respect to, any or all of the obligations guaranteed hereunder. The liability of each Guarantor shall be joint and several and primary and direct and not conditional or contingent upon the enforceability of any obligation, the attachment or perfection or non-perfection of any security interest with respect to the collateral, the solvency of Issuer or any other Person, any obligation or circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guaranty or the pursuit by any Note Creditor of any remedies it may have against Issuer or any other guarantor of the obligations under the Note Documents or any other Person, and any rights or defenses of each Guarantor with respect to any of the foregoing are hereby irrevocably waived. (c) Each Guarantor waives any and all rights and defenses that such Guarantor may have because the Issuer’s debt is secured by real property. This means, among other things: (i) any Note Creditor may collect from any Guarantor without first foreclosing on any real or personal property collateral pledged by Issuer; (ii) if any Note Creditor forecloses on any real property collateral pledged by Issuer, then (x) the amount of the debt 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 (y) Note Creditor may collect from any Guarantor even if Note Creditor, by foreclosing on the real property collateral, has destroyed any right such Guarantor may have to collect from Issuer. This is an unconditional and irrevocable waiver of any rights and defenses each Guarantor may have because the Issuer’s obligations are secured by real property. Each Guarantor further waives any right to require any Note Creditor to institute suit against or exhaust any rights or remedies which any Note Creditor may have against Issuer, any other Person or any other collateral. These rights and defenses being waived by each Guarantor include, but are not limited to, any rights or defenses based upon deficiency limitation or anti-deficiency, redemption or other similar rights. Without limiting the generality of the foregoing or any other provision hereof, each Guarantor further expressly waives to the extent permitted by lawlaw any and all rights and defenses, I consent to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release including without limitation any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right rights of subrogation, reimbursement, indemnification and contribution, reimbursement, indemnification, exoneration, and which might otherwise be available to such Guarantor under any other right I may have to enforce any remedy which you now have or provisions of the law applicable in the future may have against State of New York. Finally, each Guarantor agrees that the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative performance of any act or any payment which tolls any statute of these other personslimitations applicable to the Note Documents shall similarly operate to toll the statute of limitations applicable to such Guarantor’s liability hereunder.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In addition, to the extent permitted by lawlaw and subject to the terms of this Guaranty, I consent the City of Xxxxxxxx consents, only after receiving written notice of a default and failing to cure said default in accordance with the time frame set forth in this Guaranty, to certain actions you Lender may take, and generally waive waives defenses that may be available based on these actions or based on the status of a party to the Debt or this Guaranty. (1) You Lender may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You Lender may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You Lender may release, substitute or impair any Property. (4) YouLender, or any institution participating in the Debt, may invoke your right of set-off. (5) You Lender may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree The City of Xxxxxxxx agrees that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt, only if the City of Xxxxxxxx consents in writing. (7) You Lender may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or methe City of Xxxxxxxx, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack The City of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree Xxxxxxxx agrees to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my its liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In additionThe Obligors waive any right to require Administrative Agent to (a) proceed against any person, to the extent permitted (b) proceed against or exhaust any collateral, or (c) pursue any other remedy in Administrative Agent’s power; and each Pledgor waives any defense arising by law, I consent to certain actions you may take, and generally waive defenses that may be available based on these actions reason of any disability or based on the status of a party to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless other defense of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker Borrower or any other co-signer. (3) You may release, substitute or impair any Property. (4) Youperson, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations by reason of the Debt to cessation from any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms cause whatsoever of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation liability of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from other person. Until the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been Indebtedness is paid in full, I waive each Pledgor waives any right of subrogation, contribution, reimbursement, indemnification, exonerationand contribution (contractual, statutory or otherwise), including without limitation any claim or right of subrogation under the Bankruptcy Code (Title 11 of the U.S. Code) or any successor statute, arising from the existence or performance of this Agreement, and each Pledgor waives any other right I may have to enforce any remedy which you Administrative Agent now have has or in the future may hereafter have against the Borrower or another guarantor or as to against any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person and waives any benefit of and any right to participate in control any collateral or security whatsoever now or hereafter held by Administrative Agent. If a Pledgor is not also a debtor with respect to a specified Indebtedness, such Pledgor authorizes Administrative Agent without notice or demand and without affecting the Pledgor’s liability hereunder, from time to time to: (a) upon agreement of Borrower, renew, extend, accelerate or otherwise change the time for payment of or otherwise change the terms of the Indebtedness or any part thereof, including increase or decrease of the rate of interest thereon; (b) take and hold security, other than the Deposit Account, for the payment of the Indebtedness or any part thereof, and exchange, enforce, waive and release the Deposit Account or any part thereof or any such other security; and (c) release or substitute the Borrower, a person any other Pledgor, or an entity any one or more of them, or any of the endorsers or guarantors of the Indebtedness or any part thereof, or any other parties thereto. Each Pledgor agrees that it is a co-partner with solely responsible for keeping itself informed as to the Borrower, an entity in which financial condition of the Borrower is and of all circumstances which bear upon the risk of nonpayment or the risk of a general partner, director, officer margin call or other person in control or a close relative liquidation of any of these other personsthe collateral.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In additionorder to enforce this Mortgage, Mortgagee shall not be obligated (a) to foreclose any other mortgage or deed of trust covering Mortgaged Property located in another State, seek a deficiency after any such foreclosure, or otherwise enforce Mortgagee's rights in any of the other Mortgaged Property; or (b) to seek an injunction (prohibitive or mandatory), the appointment of a receiver, an order modifying any stay in any federal or state bankruptcy, reorganization or other insolvency proceedings relating to any of the Mortgaged Property or any portion thereof, or any other extraordinary relief. Mortgagor waives, to the fullest extent permitted by law, I consent any defense Mortgagor may have to certain actions you any liability hereunder based on Mortgagee's failure or refusal to prosecute, or any lack of diligence or delay in prosecuting, any action or proceeding to enforce any other mortgage or deed of trust. If Mortgagee elects to enforce this Mortgage before, or without, enforcing its rights with respect to any Mortgaged Property covered by any other Mortgage, Mortgagor waives, to the fullest extent permitted by law, any right Mortgagor may takehave, whether statutory or otherwise, to set off the value of any other Mortgaged Property, or any portion thereof, against the Secured Indebtedness. If Mortgagee elects to enforce its mortgages or deeds of trust covering all or any portion of the Mortgaged Property located in other States, or in conjunction with the enforcement of this Mortgage, Mortgagee is authorized to purchase all or any part of such other Mortgaged Property at public or private sale or as otherwise provided by applicable law, and generally waive defenses to credit the purchase price against the Secured Indebtedness in such order or manner as Mortgagee determines in its sole discretion and to preserve Mortgagee's rights and Liens under this Mortgage for any portion of the Secured Indebtedness that may be available based on these actions or based on the status of a party remains unpaid. Mortgagor waives to the Debt fullest extent permitted by applicable law any right to claim or this Guaranty. seek any credit against the Secured Indebtedness in excess of the actual amount bid or received by Mortgagee in connection with the foreclosure of Mortgagee's Liens on any of the Mortgaged Property located in such other States. Xxxxxxxxx further agrees that Mortgagee shall not be required (1) You may renew to seek or extend payments on the Debtobtain a deficiency judgment in or pursuant to any action or proceeding to foreclose this Mortgage as a condition of later enforcing any mortgage or deed of trust covering Mortgaged Property located in another State, regardless of the number of such renewals or extensions. (2) You to seek or obtain a deficiency judgment in or pursuant to any action or proceeding to foreclose any such other mortgage or deed of trust as a condition of later enforcing this Mortgage. Notwithstanding the foregoing, if Mortgagee in good faith believes that it may release any Borrower, endorser, guarantor, surety, accommodation maker be required either to obtain a deficiency judgment to enforce this Mortgage after enforcement of a mortgage or any other co-signer. (3) You may release, substitute or impair any Property. (4) Youdeed of trust covering Mortgaged Property located in another State, or to enforce another mortgage or deed of trust after enforcement of this Mortgage, then Xxxxxxxxx agrees that Mortgagee shall be entitled to seek and obtain such a deficiency judgment notwithstanding any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases contrary or participations of the Debt to any person inconsistent provision contained in any amounts and I waive notice of such sales, repurchases or participationsLoan Documents. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In addition, (a) Borrower agrees that checks and other instruments received by Lender in payment or on account of the Obligations constitute only conditional payment until such items are actually paid to Lender and Borrower waives the extent permitted right to direct the application of any and all payments at any time or times hereafter received by law, I consent to certain actions you may takeLender on account of the Obligations, and generally waive defenses Borrower agrees that Lender shall have the continuing exclusive right to apply and reapply such payments in any manner as Lender may be available based on these actions or based on the status of a party to the Debt or this Guarantydeem advisable, notwithstanding any entry by Lender upon its books. (1b) You Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, documents, instruments, chattel paper, and guarantees at any time held by Lender on which Borrower may renew or extend payments on the Debt, regardless of the number of such renewals or extensionsin any way be liable. (2c) You may release Lender shall not in any way or manner be liable or responsible for (a) the safekeeping of Collateral; (b) any loss or damage thereto occurring or arising in any manner or fashion from any cause; (c) any diminution in the value thereof; or (d) any act or default of any carrier, warehouseman, bailee, forwarding agency or other person whomsoever. All risk of loss, damage or destruction of Inventory shall be borne by Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3d) You Borrower waives the right and the right to assert a confidential relationship, if any, it may releasehave with any accountant, substitute accounting firm and/or service bureau or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property consultant in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower information requested by Lender pursuant to or mein accordance with this Agreement, regardless of and agrees that an Lender may contact directly any such valuationaccountants, accounting firm and/or service bureau or actual amounts received by you arising from the sale of consultant in order to obtain such Propertyinformation. (8) I agree e) Borrower waives all rights to consent interpose any claims, deductions, setoffs or counterclaims of any nature (other than compulsory counterclaims) in any action or proceeding with respect to any waiver granted this Agreement, the BorrowerObligations, and agree that any delay or lack of diligence in the enforcement of the Debt, Collateral or any failure to file a claim matter arising therefrom or otherwise protect any of the Debt, in no way affects relating hereto or impairs my liabilitythereto. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In additionXxxxxxxxx further agrees as follows: (a) Guarantor agrees that on Xxxxxxxx’s default, the Administrative Agent may elect to foreclose either nonjudicially or judicially against any real or personal property security (including, without limitation, the Property) it holds for the obligations of Borrower under the Loan Documents, or any part thereof, or accept an assignment of any such security in lieu of foreclosure, or compromise or adjust any part of such obligations, or make any other accommodation with Borrower or Guarantor, or exercise any other remedy against Borrower or any security. No such action by the Administrative Agent will release or limit the liability of Guarantor to the extent permitted by lawAdministrative Agent or any Lender, I consent who shall remain liable under this Guaranty after the action, even if the effect of that action is to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless deprive Guarantor of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker right to collect reimbursement from Borrower or any other co-signer. (3) You may release, substitute person for any sums paid to the Administrative Agent or impair any Property. (4) YouLender, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right Guarantor’s rights of subrogation, contribution, reimbursementor indemnity against Borrower or any other person. Without limiting the foregoing, indemnificationit is understood and agreed that on any foreclosure or assignment in lieu of foreclosure of any security held by the Administrative Agent, exonerationsuch security will no longer exist, and that any other right I that Guarantor might otherwise have, on full payment of the obligations of Borrower under the Loan Documents by Guarantor, to participate in any such security or to be subrogated to any rights of the Administrative Agent or any Lender with respect to any such security will be nonexistent; nor shall Guarantor by deemed to have any right, title, interest or claim under any circumstances in or to any real or personal property held by the Administrative Agent, any Lender or any third party following any foreclosure or assignment in lieu of foreclosure of any such security. (b) Guarantor understands and acknowledges that if the Administrative Agent forecloses judicially or nonjudicially against any real property security for the Borrower’s obligations, such foreclosure could impair or destroy any right or ability that Guarantor may have to enforce seek reimbursement, contribution, or indemnification for any remedy which you now have or amounts paid by such Guarantor under this Guaranty. Guarantor further understands and acknowledges that in the future absence of this waiver such potential impairment or destruction of Guarantor’s rights, if any, may have against entitle such Guarantor to assert a defense to this Guaranty based on Code of Civil Procedure §580d as interpreted in Union Bank x. Xxxxxxx, (1968) 265 CA 2d 40, 71 CR 64, on the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includesgrounds, among others, that a directorlender should be estopped from pursuing a guarantor because the lender’s election to foreclose may impair or destroy the subrogation, officerreimbursement, partnercontribution, or indemnification rights of the guarantor. By execution of this Guaranty, Guarantor intentionally, freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Guarantor will be liable under this Guaranty even though the Administrative Agent had foreclosed judicially or nonjudicially against any real or personal property collateral for Borrower’s obligations; (ii) agrees that such Guarantor will not assert that defense in any action or proceeding in which the Administrative Agent or any Lender seeks to enforce this Guaranty; and (iii) acknowledges and agrees that the rights and defenses waived by such Guarantor in this Guaranty include any right or defense that such Guarantor may have or be entitled to assert based on or arising out of any one or more of Code of Civil Procedure §§580a, 580b, 580d, or 726, or Civil Code §2848. (c) Guarantor intentionally, freely, irrevocably and unconditionally waives and relinquishes all rights which may be available to it under any provision of California law or under any California judicial decision, including, without limitation, Section 580a and 726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or other judgment which may be obtained against such Guarantor under this Guaranty to not more than the amount by which the unpaid obligations of Borrower under the Loan Documents guaranteed hereby plus all other indebtedness due from Borrower under the Loan Documents exceeds the fair market value or fair value of any real or personal property securing said obligations of Borrower under the Loan Documents and any other indebtedness due from Borrower under the Loan Documents, including, without limitation, all rights to an appraisement of, judicial or other hearing on, or other person in control determination of the Borrowervalue of said property. Guarantor acknowledges and agrees that, as a person or result of the foregoing waiver, the Administrative Agent and the Lenders may be entitled to recover from such Guarantor an entity that is a co-partner amount which, when combined with the Borrower, an entity in value of any real or personal property foreclosed upon by the Administrative Agent (or the proceeds of the sale of which have been received by the Administrative Agent or the Lenders) and any sums collected by the Administrative Agent and the Lenders from Borrower is a general partner, director, officer or other person in control persons, might exceed the amount of the obligations of Borrower under the Loan Documents guaranteed hereby plus all other indebtedness due from Borrower under the Loan Documents. (d) Guarantor waives all rights and defenses that Guarantor may have because Xxxxxxxx’s debt is secured by real property; this means, among other things: (i) the Administrative Agent and the Lenders may collect from Guarantor without first foreclosing on any real or a close relative personal property collateral pledged by Xxxxxxxx; and (ii) if the Administrative Agent or the Lenders foreclose on any real property collateral pledged by Borrower: (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 Administrative Agent and the Lenders may collect from Guarantor even if the Administrative Agent, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Guaranteed Obligations are 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 these the California Code of Civil Procedure. Guarantor specifically waives any right to a fair value hearing, and any and all other personsrights it may have under Section 580a of the California Code of Civil Procedure. (e) Any Guarantor who waives all rights and defenses arising out of an election of remedies by the Administrative Agent and the Lenders, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, has destroyed Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise. (f) Guarantor waives all rights and defenses which might otherwise be available to Guarantor under any guarantor, suretyship or other defenses under any law of the State of California, including, without limitation, California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433. (g) Guarantor agrees that if the maturity of any Guaranteed Obligation is not an insider makes these waivers until all Debt is fully repaidaccelerated by bankruptcy, insolvency or otherwise, such maturity shall also be deemed accelerated for the purpose of this Guaranty without demand on or notice to Guarantor, and Guarantor hereby waives any such demand or notice.

Additional Waivers. In addition, Guarantor waives the following: 6.1 Failure by Xxxxxx to the extent permitted by law, I consent obtain and perfect any security interest or lien on any property to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to secure the Debt and/or Obligations or this Guarantyany portion thereof. (1) You 6.2 All defenses, counterclaims and set-offs which Guarantor may renew or extend payments on the Debt, regardless have at any time to any claim of the number of such renewals or extensionsLender against Xxxxxxxx. (2) You may release any Borrower6.3 All diligence by Xxxxxx in the collection of, endorser, guarantor, surety, accommodation maker protection of or realization upon the Debt and/or Obligations or any other co-signer. (3) You may releasepart thereof, substitute or impair any Property. (4) You, obligations hereunder or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect security for any of the Debt, foregoing or in no way affects enforcing any remedy available to it under any of the Loan Documents or impairs my liabilityotherwise available at law or in equity. (9) I agree to waive reliance on any anti-deficiency statutes6.4 Any claim, through subrogation right or otherwise, and such statutes in no way affect remedy which Guarantor may now have or impair my liability. In addition, until the obligations of hereafter acquire against the Borrower to Lender have been paid in fullthat arises hereunder and/or from the performance by any Guarantor hereunder including, I waive without limitation, any claim, remedy or right of subrogation, contributionreimbursement, reimbursementexoneration, indemnification, exonerationor participation in any claim, and right or remedy of Lender against the Borrower or any security which Lender now has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. 6.5 The right to require the Lender to proceed against the Borrower or any other person liable on the indebtedness, to proceed against or exhaust any security held from the Borrower or any other person, or to pursue any other remedy in Xxxxxx's power whatsoever and Guarantor waives the right I may to have the property of the Borrower first applied to enforce the discharge of the indebtedness. Lender may, at its election, exercise any right or remedy which you now have or in the future it may have against the Borrower or another guarantor any security held by Xxxxxx, including, without limitation, the right to foreclose upon any such security by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, without affecting or impairing in any way the liability of Guarantor hereunder, except to the extent the indebtedness has been paid, and Guarantor waives any defense arising out of the absence, impairment or loss of any right of reimbursement, contribution or subrogation or any other right or remedy of Guarantor against the Borrower or any such security, whether resulting from such election by Xxxxxx or otherwise. 6.6 Any defense arising by reason of any disability or other defense of the Borrower or by reason of the cessation from any cause whatsoever (including without limitation, any intervention or omission by Xxxxxx) of the liability, either in whole or in part, of the Borrower to Lender for the indebtedness. Guarantor understands that if all or any part of the liability of the Borrower to Lender for the indebtedness is secured by real property Guarantor shall be liable for the full amount of its liability hereunder notwithstanding foreclosure on such real property by trustee sale or any other reason impairing Guarantor's right to proceed against the Borrower. 6.7 To the fullest extent permitted by law, all rights and benefits under any applicable law of the State of North Carolina purporting to reduce a guarantor's obligations in proportion to the obligation of the principal; provided that Guarantor's obligations shall not exceed the obligations set forth in Section 1.1 above. 6.8 Any defense arising by reason of any claim relating to (i) the incapacity, death, disability, dissolution or termination of Guarantor, Borrower, Lender or any other person or entity; (ii) the failure by Lender to file or enforce a claim against the estate (either in administration, bankruptcy or other proceeding) of Borrower or any other person or entity; (iii) recovery from Borrower or any other person or entity becomes barred by any statute of limitations or is otherwise prevented; (iv) any transfer or transfers of any of the property covered by the Security Instrument or any other instrument securing the payment of the Note; (v) any modifications, extensions, amendments, consents, releases or waivers with respect to the Note, the Deed of Trust, any other instrument now or hereafter securing the payment of the Note, or this Guaranty; or (vi) Guarantor is or becomes liable for any indebtedness owing by Borrower to Lender other than under this Guaranty; Guarantor hereby covenanting and agreeing with Lender that the obligations and liabilities of Guarantor shall not be modified, changed, released, limited or impaired in any manner whatsoever on account of any or all of the foregoing. 6.9 To the fullest extent permitted by law, (i) any defense arising as a result of any election by Xxxxxx, in any proceeding instituted under the Bankruptcy Code, under Section 1111(b)(2) of the Bankruptcy Code, (ii) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code, and (iii) any defense arising as a result of any election made by Lender under Section 9-501 of the Uniform Commercial Code. For purposes hereof, the term "Bankruptcy Code" shall refer to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.U.S.

Additional Waivers. In additionorder to enforce this Mortgage, Mortgagee shall not be obligated (a) to foreclose any other mortgage or deed of trust covering Mortgaged Property located in another State, seek a deficiency after any such foreclosure, or otherwise enforce Mortgagee’s rights in any of the other Mortgaged Property; or (b) to seek an injunction (prohibitive or mandatory), the appointment of a receiver, an order modifying any stay in any federal or state bankruptcy, reorganization or other insolvency proceedings relating to any of the Mortgaged Property or any portion thereof, or any other extraordinary relief. Mortgagor waives, to the fullest extent permitted by law, I consent any defense Mortgagor may have to certain actions you may take, and generally waive defenses that may be available any liability hereunder based on these actions Mortgagee’s failure or based on the status of a party refusal to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) Youprosecute, or any institution participating lack of diligence or delay in prosecuting, any action or proceeding to enforce any other mortgage or deed of trust. If Mortgagee elects to enforce this Mortgage before, or without, enforcing its rights with respect to any Mortgaged Property covered by any other Mortgage, Mortgagor waives, to the Debtfullest extent permitted by law, any right Mortgagor may invoke your right have, whether statutory or otherwise, to set off the value of set-off. (5) You may enter into any salesother Mortgaged Property, repurchases or participations any portion thereof, against the Secured Indebtedness. If Mortgagee elects to enforce its mortgages or deeds of trust covering all or any portion of the Debt to any person Mortgaged Property located in any amounts and I waive notice other States, or in conjunction with the enforcement of such salesthis Mortgage, repurchases or participations. (6) I agree that the Borrower Mortgagee is authorized to modify purchase all or any part of such other Mortgaged Property at public or private sale or as otherwise provided by applicable law, and to credit the terms purchase price against the Secured Indebtedness in such order or manner as Mortgagee determines in its sole discretion and to preserve Mortgagee’s rights and Liens under this Mortgage for any portion of the Debt or any instrument securing, guarantying or relating Secured Indebtedness that remains unpaid. Mortgagor waives to the Debt. (7) You may undertake a valuation fullest extent permitted by applicable law any right to claim or seek any credit against the Secured Indebtedness in excess of any Property the actual amount bid or received by Mortgagee in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless foreclosure of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect Mortgagee’s Liens on any of the DebtMortgaged Property located in such other States. Xxxxxxxxx further agrees that Mortgagee shall not be required (a) to seek or obtain a deficiency judgment in or pursuant to any action or proceeding to foreclose this Mortgage as a condition of later enforcing any mortgage or deed of trust covering Mortgaged Property located in another State, or (b) to seek or obtain a deficiency judgment in no way affects or impairs my liability. (9) I agree pursuant to waive reliance on any anti-action or proceeding to foreclose any such other mortgage or deed of trust as a condition of later enforcing this Mortgage. Notwithstanding the foregoing, if Mortgagee in good faith believes that it may be required either to obtain a deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have judgment to enforce any remedy which you now have this Mortgage after enforcement of a mortgage or deed of trust covering Mortgaged Property located in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partnerState, or other person to enforce another mortgage or deed of trust after enforcement of this Mortgage, then Xxxxxxxxx agrees that Mortgagee shall be entitled to seek and obtain such a deficiency judgment notwithstanding any contrary or inconsistent provision contained in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personsCredit Agreement.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. (i) Guarantor expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which it may now or hereafter have against Company or any other person directly or contingently liable for the Indebtedness guaranteed hereunder, or against or with respect to Company's property, including without limitation, any property securing its Indebtedness to AgStar, arising from the existence or performance of this Guarantee. In additionfurtherance, and not in limitation, of the preceding waiver, Guarantor agrees that any payment to AgStar by Guarantor pursuant to this Guarantee shall be deemed to be a contribution to the extent permitted by law, I consent capital of Company or other obligated party and such payment shall not cause Guarantor to certain actions you may takebe a creditor of Company or any other obligated party. In addition to, and generally waive defenses not in substitution for, any other rights granted to AgStar by this Guarantee, including but not limited to any rights set forth in Paragraph 11 below, in the event that a bankruptcy court determines that any monies paid by Company to AgStar are avoidable preferences because they were made for the benefit of Guarantor, then Guarantor shall indemnify and hold AgStar harmless from any losses, including, but not limited to all costs and expenses, including reasonable attorneys' fees, which AgStar may be available based on these actions or based on the status incur as a result of a party to the Debt or this Guarantysuch determination. (1ii) You may renew or extend payments on The Guarantor specifically waives any defenses the Debt, regardless of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I Guarantor may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Propertyguaranty obligations by reason of election of remedies by XxXxxx. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy CodeGUARANTOR WARRANTS AND AGREES THAT EACH OF THE WAIVERS SET FORTH IN THIS AGREEMENT IS MADE WITH GUARANTOR’S FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES AND THAT, 11 U.S.C. 101UNDER THE CIRCUMSTANCES, as amendedTHE WAIVERS ARE REASONABLE AND NOT CONTRARY TO PUBLIC POLICY OR LAW. IF ANY SUCH WAIVER IS DETERMINED TO BE CONTRARY TO ANY APPLICABLE LAW OR PUBLIC POLICY, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personsSUCH WAIVER SHALL BE EFFECTIVE ONLY TO THE EXTENT PERMITTED BY LAW OR PUBLIC POLICY.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In additionThe Pledgor waives any right to require the Bank to (a) proceed against any person, to (b) proceed against or exhaust any collateral, or (c) pursue any other remedy in the extent permitted Bank’s power; and waives any defense arising by law, I consent to certain actions you may take, and generally waive defenses that may be available based on these actions reason of any disability or based on the status of a party to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless other defense of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker Debtor or any other co-signer. (3) You may release, substitute or impair any Property. (4) Youperson, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations by reason of the Debt to cessation from any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms cause whatsoever of the Debt liability of the Debtor or any instrument securing, guarantying or relating to other person. Until the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been Indebtedness is paid in full, I waive the Pledgor waives any right of subrogation, contribution, reimbursement, indemnification, exonerationand contribution (contractual, statutory or otherwise), including without limitation any claim or right of subrogation under the Bankruptcy Code (Title 11 of the U.S. Code) or any successor statute, arising from the existence or performance of this Agreement, and the Pledgor waives any other right I may have to enforce any remedy which you the Bank now have has or in the future may hereafter have against the Borrower Debtor or another guarantor against any other person and waives any benefit of and any right to participate in any collateral or security whatsoever now or hereafter held by the Bank. If the Pledgor is not also a debtor with respect to a specified Indebtedness, the Pledgor authorizes the Bank without notice or demand and without affecting the Pledgor’s liability hereunder, from time to time to: (a) renew, extend, accelerate or otherwise change the time for payment of or otherwise change the terms of the Indebtedness or any part thereof, including increase or decrease of the rate of interest thereon; (b) take and hold security, other than the Deposit Account, for the payment of the Indebtedness or any part thereof, and exchange, enforce, waive and release the Deposit Account or any part thereof or any such other security; and (c) release or substitute the Debtor or any one or more of them, or any of the endorsers or guarantors of the Indebtedness or any part thereof, or any other parties thereto. The Pledgor agrees that it is solely responsible for keeping itself informed as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control financial condition of the Borrower, Debtor and of all circumstances which bear upon the risk of nonpayment or the risk of a person margin call or an entity that is a co-partner with liquidation of the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personscollateral.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In addition(a) Borrower has read and hereby approves the Note, this Security Instrument, the other Loan Documents and all other agreements and documents evidencing or securing the Loan. Borrower acknowledges that it has been represented by counsel of its choice to review this Security Instrument, the extent permitted by lawNote, I consent the other Loan Documents and all other documents evidencing or securing the Loan and said counsel has explained and Borrower understands the provisions thereof, or that Borrower has voluntarily declined to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to the Debt or this Guarantyretain such counsel. (1b) You may renew Borrower hereby expressly waives diligence, demand, presentment, protest and notice of every kind and nature whatsoever (unless as otherwise required under this Security Instrument or extend payments on the Debtother Loan Documents) and waives any right to require Lender to enforce any remedy against any guarantor, regardless endorser or other Person whatsoever prior to the exercise of its rights and remedies hereunder or otherwise. Borrower waives any right to require Lender to: (i) proceed or exhaust any collateral security given or held by Lender in connection with the number of such renewals Obligations; or extensions(ii) pursue any other remedy in Lender’s power whatsoever. (2c) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender Until all Obligations shall have been paid in full or the Loan shall have been defeased in full, I waive Borrower: (i) shall not have any right of subrogationsubrogation to any of the rights of Lender against any guarantor, contributionmaker or endorser; (ii) waives any right to enforce any remedy which Lender now has or may hereafter have against any other guarantor, reimbursement, indemnification, exonerationmaker or endorser; and (iii) waives any benefit of, and any other right I may have to enforce participate in, any remedy which you now have collateral security for the Obligations or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control guaranty of the Borrower, a person Obligations now or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personshereafter held by Lender.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid A POWER OF SALE HAS BEEN GRANTED IN THIS SECURITY INSTRUMENT. A POWER OF SALE MAY ALLOW THE LENDER TO TAKE THE PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON EVENT OF DEFAULT BY THE BORROWER UNDER THIS SECURITY INSTRUMENT.

Additional Waivers. In additionGuarantor understands and acknowledges that if Lender forecloses judicially or nonjudicially against any real property security for the Note, that foreclosure could impair or destroy any ability that Guarantor may have to seek reimbursement, contribution or indemnification from FLE Borrower or others based on any right Guarantor may have of subrogation, reimbursement, contribution or indemnification for any amounts paid by Guarantor under this Guaranty. Guarantor further understands and acknowledges that in the absence of this provision, the potential impairment or destruction of Guarantor’s rights, if any, may entitle Guarantor to assert a defense to this Guaranty based on CCP Section 580d as interpreted in Union Lender vs. Gradsky. By executing this Guaranty, except to the extent permitted prohibited by applicable law, I consent to certain actions you may takeGuarantor freely, irrevocably and generally waive defenses that may be available based on these actions or based on the status of a party to the Debt or this Guaranty. unconditionally: (1) You waives and relinquishes that defense, and agrees that Guarantor will be fully liable under this Guaranty, even though Lender may renew foreclose judicially or extend payments on nonjudicially against any real property security for the Debt, regardless of the number of such renewals or extensions. Note; (2) You agrees that Guarantor will not assert that defense in any action or proceeding that Lender may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. commence to enforce this Guaranty; (3) You acknowledges and agrees that the rights and defenses waived by Guarantor under this Guaranty include any right or defense that Guarantor may releasehave or be entitled to assert based upon or arising out of any one or more of the following: (A) CCP Sections 580a (which if Guarantor had not given this waiver, substitute would otherwise limit Guarantor’s liability after any nonjudicial foreclosure sale to the difference between the obligations for which Guarantor is liable and the fair market value of the property or impair interests sold at such nonjudicial foreclosure sale rather than the actual proceeds of such sale), 580b and 580d (which if Guarantor had not given this waiver, would otherwise limit Lender’s right to recover a deficiency judgment with respect to purchase money obligations and after any Property. nonjudicial foreclosure sale, respectively), or 726 (which, if Guarantor had not given this waiver, among other things, would otherwise require Lender to exhaust all of its security before a personal judgment may be obtained for a deficiency); or (B) Civil Code Section 2848; and (4) Youacknowledges and agrees that Lender is relying on this waiver in making the Loan, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations and that this waiver is a material part of the Debt to any person in any amounts and I waive notice of such salesconsideration that Lender is receiving for making the Loan. WITHOUT LIMITING THE FOREGOING, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securingGUARANTOR WAIVES ALL RIGHTS AND DEFENSES THAT GUARANTOR MAY HAVE BECAUSE THE BORROWER’S DEBT AND THE GUARANTEED OBLIGATIONS ARE SECURED BY REAL PROPERTY. THIS MEANS, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you now have or in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other persons.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.AMONG OTHER THINGS:

Additional Waivers. Guarantor expressly acknowledges that: (a) In addition, addition to the extent permitted waivers set forth in Section 2.4, Guarantor also expressly, knowingly and intentionally waives and relinquishes any and all rights, defenses or benefits that Guarantor may have based upon an election of remedies by lawLender which in any manner impairs, I consent affects, reduces, releases, destroys or extinguishes Guarantor’s subrogation rights or Guarantor’s rights to certain actions you may takeproceed against Borrower or against any other Person or any security for the Guarantee Obligations by way of subrogation, indemnity, contribution, reimbursement or otherwise. In particular, Guarantor agrees that this Guarantee will remain fully effective and generally waive defenses that may Guarantor will be available based on these actions or based on liable to Lender for any Guarantee Obligations, subject to Section 2.1(c), even if Lender enforces any Lien that secures the status Obligations by means of a party nonjudicial foreclosure, trustee’s sale or power of sale foreclosure and the effect of the sale is to the Debt prevent Guarantor from taking any action against Borrower to recover any amounts paid by Guarantor to Lender under this Guarantee or this Guarantyotherwise limits or destroys Guarantor’s right of subrogation. (1b) You may renew or extend payments on the DebtUntil all Obligations have been satisfied in full, regardless Guarantor shall have no right to subrogation, and Guarantor expressly waives (i) any right (pursuant to Section 2848 of the number of such renewals or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker California Civil Code or any other co-signer. (3law, rule, arrangement or relationship) You may release, substitute or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect any of the Debt, in no way affects or impairs my liability. (9) I agree to waive reliance on any anti-deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have to enforce any remedy which you Lender now have has or in the future may hereafter have against Borrower and (ii) any benefit of, and any right to participate in (pursuant to Section 2849 of the California Civil Code or any other law, rule, arrangement or relationship), any security now or hereafter held by Lender. Guarantor also agrees that this Guarantee will remain fully effective and Guarantor will be liable to Lender for any Guarantee Obligations, subject to Section 2.1(c), even if Lender sells real property by judicial foreclosure action and Guarantor’s rights against Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated are limited by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partner, or other person in control operation of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personslaw.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.

Additional Waivers. In additionorder to enforce this Mortgage, Mortgagee or Trustee shall not be obligated (a) to foreclose any other mortgage or deed of trust covering Mortgaged Property located in another State, seek a deficiency after any such foreclosure, or otherwise enforce Mortgagee’s rights in any of the other Mortgaged Property; or (b) to seek an injunction (prohibitive or mandatory), the appointment of a receiver, an order modifying any stay in any federal or state bankruptcy, reorganization or other insolvency proceedings relating to any of the Mortgaged Property or any portion thereof, or any other extraordinary relief. Mortgagor waives any defense Mortgagor may have to any liability hereunder based on Mortgagee’s failure or refusal to prosecute, or any lack of diligence or delay in prosecuting, any action or proceeding to enforce any other Mortgage. If Mortgagee elects to enforce this Mortgage before, or without, enforcing its rights with respect to any Mortgaged Property covered by any other Mortgage, Mortgagor waives any right Mortgagor may have, whether statutory or otherwise, to set off the value of any other Mortgaged Property, or any portion thereof, against the Secured Indebtedness. If Mortgagee elects to enforce its Mortgage(s) covering all or any portion of the Mortgaged Property located in other States, or in conjunction with, the enforcement of this mortgage or deed of trust, Mortgagee is authorized to purchase all or any part of such other Mortgaged Property at public or private sale or as otherwise provided by applicable law, and to credit the purchase price against the Secured Indebtedness in such order or manner as Mortgagee determines in its sole discretion and to preserve Mortgagee’s rights and Liens under this Mortgage for any portion of the Secured Indebtedness that remains unpaid. Mortgagor waives to the fullest extent permitted by law, I consent applicable law any right to certain actions you may take, and generally waive defenses that may be available based on these actions claim or based on seek any credit against the status of a party to the Debt or this Guaranty. (1) You may renew or extend payments on the Debt, regardless Secured Indebtedness in excess of the number of such renewals actual amount bid or extensions. (2) You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer. (3) You may release, substitute or impair any Property. (4) You, or any institution participating in the Debt, may invoke your right of set-off. (5) You may enter into any sales, repurchases or participations of the Debt to any person in any amounts and I waive notice of such sales, repurchases or participations. (6) I agree that the Borrower is authorized to modify the terms of the Debt or any instrument securing, guarantying or relating to the Debt. (7) You may undertake a valuation of any Property received by Mortgagee in connection with any proceedings under the United States Bankruptcy Code concerning the Borrower or me, regardless foreclosure of any such valuation, or actual amounts received by you arising from the sale of such Property. (8) I agree to consent to any waiver granted the Borrower, and agree that any delay or lack of diligence in the enforcement of the Debt, or any failure to file a claim or otherwise protect Mortgagee’s Liens on any of the DebtMortgaged Property located in such other States. Mortgagor further agrees that Mortgagee shall not be required (i) to seek or obtain a deficiency judgment in or pursuant to any action or proceeding to foreclose this Mortgage as a condition of later enforcing any mortgage or deed of trust covering Mortgaged Property located in another State, or (ii) to seek or obtain a deficiency judgment in no way affects or impairs my liability. (9) I agree pursuant to waive reliance on any anti-action or proceeding to foreclose any such other mortgage or deed of trust as a condition of later enforcing this Mortgage. Notwithstanding the foregoing, if Mortgagee in good faith believes that it may be required either to obtain a deficiency statutes, through subrogation or otherwise, and such statutes in no way affect or impair my liability. In addition, until the obligations of the Borrower to Lender have been paid in full, I waive any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any other right I may have judgment to enforce any remedy which you now have this Mortgage after enforcement of a mortgage or deed of trust covering Mortgaged Property located in the future may have against the Borrower or another guarantor or as to any Property. Any Guarantor who is an "insider," as contemplated by the United States Bankruptcy Code, 11 U.S.C. 101, as amended, makes these waivers permanently. (An insider includes, among others, a director, officer, partnerState, or other person to enforce another mortgage or deed of trust after enforcement of this Mortgage, then Mortgagor agrees that Mortgagee shall be entitled to seek and obtain such a deficiency judgment notwithstanding any contrary or inconsistent provision contained in control of the Borrower, a person or an entity that is a co-partner with the Borrower, an entity in which the Borrower is a general partner, director, officer or other person in control or a close relative of any of these other personsLoan Documents.) Any Guarantor who is not an insider makes these waivers until all Debt is fully repaid.