Common use of Grantor’s Additional Waivers Clause in Contracts

Grantor’s Additional Waivers. Grantor waives: (a) The obligations of Grantor hereunder are independent of the obligations of any other Borrower, and a separate action or actions may be brought against Grantor whether or not action or suit is brought against any other Borrower or any other Borrower is joined in any such action or actions. At the option of Beneficiary, Grantor may be joined in any action or proceeding commenced by Beneficiary against any other Borrower in connection with or based on the Third Party Secured Obligations or any security therefor, and recovery may be had against Grantor in such action or proceeding without any requirement that Beneficiary first assert, prosecute or exhaust any remedy or claim against any other Borrower. (b) Upon the occurrence and during the continuance of any Event of Default under any of the Loan Documents, Beneficiary in its sole discretion, without prior notice to or consent of Grantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security that Beneficiary may hold for the Third Party Secured Obligations other than the Property hereby encumbered, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust any of the Third Party Secured Obligations or any part of them or make any other accommodation with any other Borrower or Grantor, or (iv) exercise any other remedy against any Borrower or any security other than the Property hereby encumbered. With respect to security other than the Property hereby encumbered, no such action by Beneficiary shall release or limit the liability of Grantor, who shall remain liable under this Deed of Trust after the action, even if the effect of the action is to deprive Grantor of any subrogation rights, rights of indemnity, rights of contribution, or other rights to collect reimbursement from any Borrower for any recovery by Beneficiary against Grantor, whether contractual or arising by operation of law or otherwise. After any foreclosure or deed in lieu of foreclosure of any real or personal property pledged to secure any of the Third Party Secured Obligations, Grantor shall under no circumstances be deemed to have any right, title, interest or claim in or to such property, whether it is held by Beneficiary or any third party. (c) Regardless of whether Beneficiary may have recovered against Grantor, Grantor hereby waives, to the extent permitted by applicable law: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement or contribution from any other Borrower or any other party for any recovery by Beneficiary against Grantor, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise (collectively, “Reimbursement Rights”), (ii) all rights to enforce any remedy that Beneficiary may have against any other Borrower, and (iii) all rights to participate in any security now or later to be held by Beneficiary for the Third Party Secured Obligations. To the extent Grantor’s waiver of Reimbursement Rights is found by a court of competent jurisdiction to be void or voidable for any reason, any Reimbursement Rights Grantor may have against any other Borrower or any collateral or security shall be junior and subordinate to any rights Beneficiary may have against such Borrower and to all right, title and interest Beneficiary may have in any such collateral or security. If any amount should be paid to Grantor on account of any Reimbursement Rights at any time when any the Third Party Secured Obligations have not been paid in full, such amount shall be held in trust for Beneficiary and shall immediately be paid over to Beneficiary to be credited and applied against the Third Party Secured Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents. The covenants and waivers of Grantor set forth in this Section 10.5(c) shall be effective until all of the Third Party Secured Obligations have been paid and performed in full and are made solely for the benefit of Beneficiary. (d) Grantor waives any rights and defenses described in Section 2856(a) of the California Civil Code that are or may become available to Grantor, including, without limitation, any rights and defenses by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. (e) Grantor waives all rights and defenses that Grantor may have because any of the Third Party Secured Obligations may be secured by real property other than the Property hereby encumbered. This means, among other things: (i) Beneficiary or any Lender may collect from Grantor (including enforcing this Deed of Trust against Grantor) without first foreclosing on any real or personal property collateral pledged by any Borrower; (ii) If Beneficiary forecloses on any real property collateral pledged by any Borrower: (A) The amount of the Third Party Secured Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Beneficiary or any Lender may collect from Grantor (including enforcing this Deed of Trust against Grantor) even if Beneficiary or any Lender, by foreclosing on the real property collateral pledged by any Borrower, has destroyed any right Grantor may have to collect from such Borrower. This Section 10.5(e) is an unconditional and irrevocable waiver of any rights and defenses Grantor may have because any of the Third Party Secured Obligations may be secured by real property other than the Property hereby encumbered. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (f) Without limiting the generality of the foregoing Section 10.5(e), Grantor understands and acknowledges that if Beneficiary or any Lender forecloses judicially or nonjudicially against any real property securing any of the Third Party Secured Obligations other than the Property hereby encumbered, that foreclosure could impair or destroy any ability that Grantor may have to seek reimbursement, contribution or indemnification from any Borrower or others based on any Reimbursement Right Grantor may have for any recovery by Beneficiary under this Deed of Trust. Grantor further understands and acknowledges that in the absence of this Section 10.5, such potential impairment or destruction of Grantor’s rights, if any, may entitle Grantor to assert a defense to this Deed of Trust based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal.App.2d 40 (1968). By executing this Deed of Trust, Grantor freely, irrevocably and unconditionally: (i) waives and relinquishes that defense and agrees that Grantor will be fully liable under this Deed of Trust even though Beneficiary or any Lender may foreclose judicially or nonjudicially against any real property security for the Third Party Secured Obligations other than the Property; (ii) agrees that Grantor will not assert that defense in any action or proceeding which Beneficiary or any Lender may commence to enforce this Deed of Trust; (iii) acknowledges and agrees that the rights and defenses waived by Grantor under this Deed of Trust include any right or defense that Grantor may have or be entitled to assert based upon or arising out of any one or more of Sections 580a, 580b, 580d or 726 of the California Code of Civil Procedure or Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that Beneficiary and each Lender is relying on this waiver in extending credit to Borrowers in the form of the Third Party Secured Obligations, and that this waiver is a material part of the consideration which Beneficiary and each Lender is receiving for extending such credit to Borrowers. (g) Grantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure Section 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure of any property other than the Property hereby encumbered. (h) No provision or waiver in this Deed of Trust shall be construed as limiting the generality of any other provision or waiver contained in this Deed of Trust.

Grantor’s Additional Waivers. Grantor waives: (a) The obligations of Grantor hereunder are independent of the obligations of any other Borrower, and a separate action or actions may be brought against Grantor whether or not action or suit is brought against any other Borrower or any other Borrower is joined in any such action or actions. At the option of Beneficiary, Grantor may be joined in any action or proceeding commenced by Beneficiary against any other Borrower in connection with or based on the Third Party Secured Obligations or any security therefor, and recovery may be had against Grantor in such action or proceeding without any requirement that Beneficiary first assert, prosecute or exhaust any remedy or claim against any other Borrower. (b) Upon the occurrence and during the continuance of any Event of Default under any of the Loan Documents, Beneficiary in its sole discretion, without prior notice to or consent of Grantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security that Beneficiary may hold for the Third Party Secured Obligations other than the Property hereby encumbered, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust any of the Third Party Secured Obligations or any part of them or make any other accommodation with any other Borrower or Grantor, or (iv) exercise any other remedy against any Borrower or any security other than the Property hereby encumbered. With respect to security other than the Property hereby encumbered, no such action by Beneficiary shall release or limit the liability of Grantor, who shall remain liable under this Deed of Trust after the action, even if the effect of the action is to deprive Grantor of any subrogation rights, rights of indemnity, rights of contribution, or other rights to collect reimbursement from any Borrower for any recovery by Beneficiary against Grantor, whether contractual or arising by operation of law or otherwise. After any foreclosure or deed in lieu of foreclosure of any real or personal property pledged to secure any of the Third Party Secured Obligations, Grantor shall under no circumstances be deemed to have any right, title, interest or claim in or to such property, whether it is held by Beneficiary or any third party. (c) Regardless of whether Beneficiary may have recovered against Grantor, Grantor hereby waives, to the extent permitted by applicable law: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement or contribution from any other Borrower or any other party for any recovery by Beneficiary against Grantor, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise (collectively, “Reimbursement Rights”), (ii) all rights to enforce any remedy that Beneficiary may have against any other Borrower, (iii) all rights Grantor might have under C.R.S. §§ 00-00-000 and 103, and (iiiiv) all rights to participate in any security now or later to be held by Beneficiary for the Third Party Secured Obligations. To the extent Grantor’s waiver of Reimbursement Rights is found by a court of competent jurisdiction to be void or voidable for any reason, any Reimbursement Rights Grantor may have against any other Borrower or any collateral or security shall be junior and subordinate to any rights Beneficiary may have against such Borrower and to all right, title and interest Beneficiary may have in any such collateral or security. If any amount should be paid to Grantor on account of any Reimbursement Rights at any time when any the Third Party Secured Obligations have not been paid in full, such amount shall be held in trust for Beneficiary and shall immediately be paid over to Beneficiary to be credited and applied against the Third Party Secured Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents. The covenants and waivers of Grantor set forth in this Section 10.5(c) shall be effective until all of the Third Party Secured Obligations have been paid and performed in full and are made solely for the benefit of Beneficiary. (d) Grantor waives any rights and defenses described in Section 2856(a) of the California Civil Code that are or may become available to Grantor, including, without limitation, any rights and defenses by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. (e) Grantor waives all rights and defenses that Grantor may have because any of the Third Party Secured Obligations may be secured by real property other than the Property hereby encumbered. This means, among other things: (i) Beneficiary or any Lender may collect from Grantor (including enforcing this Deed of Trust against Grantor) without first foreclosing on any real or personal property collateral pledged by any Borrower; (ii) If Beneficiary forecloses on any real property collateral pledged by any Borrower: (A) The amount of the Third Party Secured Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Beneficiary or any Lender may collect from Grantor (including enforcing this Deed of Trust against Grantor) even if Beneficiary or any Lender, by foreclosing on the real property collateral pledged by any Borrower, has destroyed any right Grantor may have to collect from such Borrower. This Section 10.5(e) is an unconditional and irrevocable waiver of any rights and defenses Grantor may have because any of the Third Party Secured Obligations may be secured by real property other than the Property hereby encumbered. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (f) Without limiting the generality of the foregoing Section 10.5(e), Grantor understands and acknowledges that if Beneficiary or any Lender forecloses judicially or nonjudicially against any real property securing any of the Third Party Secured Obligations other than the Property hereby encumbered, that foreclosure could impair or destroy any ability that Grantor may have to seek reimbursement, contribution or indemnification from any Borrower or others based on any Reimbursement Right Grantor may have for any recovery by Beneficiary under this Deed of Trust. Grantor further understands and acknowledges that in the absence of this Section 10.5, such potential impairment or destruction of Grantor’s rights, if any, may entitle Grantor to assert a defense to this Deed of Trust based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal.App.2d 40 (1968). By executing this Deed of Trust, Grantor freely, irrevocably and unconditionally: (i) waives and relinquishes that defense and agrees that Grantor will be fully liable under this Deed of Trust even though Beneficiary or any Lender may foreclose judicially or nonjudicially against any real property security for the Third Party Secured Obligations other than the Property; (ii) agrees that Grantor will not assert that defense in any action or proceeding which Beneficiary or any Lender may commence to enforce this Deed of Trust; (iii) acknowledges and agrees that the rights and defenses waived by Grantor under this Deed of Trust include any right or defense that Grantor may have or be entitled to assert based upon or arising out of any one or more of Sections 580a, 580b, 580d or 726 of the California Code of Civil Procedure or Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that Beneficiary and each Lender is relying on this waiver in extending credit to Borrowers in the form of the Third Party Secured Obligations, and that this waiver is a material part of the consideration which Beneficiary and each Lender is receiving for extending such credit to Borrowers. (g) Grantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure Section 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure of any property other than the Property hereby encumbered. (h) No provision or waiver in this Deed of Trust shall be construed as limiting the generality of any other provision or waiver contained in this Deed of Trust.

Grantor’s Additional Waivers. Grantor waives: (a) The obligations of Grantor hereunder are independent of the obligations of any other Borrower, and a separate action or actions may be brought against Grantor whether or not action or suit is brought against any other Borrower or any other Borrower is joined in any such action or actions. At the option of Beneficiary, Grantor may be joined in any action or proceeding commenced by Beneficiary against any other Borrower in connection with or based on the Third Party Secured Obligations or any security therefor, and recovery may be had against Grantor in such action or proceeding without any requirement that Beneficiary first assert, prosecute or exhaust any remedy or claim against any other Borrower. (b) Upon the occurrence and during the continuance of any Event of Default under any of the Loan Documents, Beneficiary in its sole discretion, without prior notice to or consent of Grantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security that Beneficiary may hold for the Third Party Secured Obligations other than the Property hereby encumbered, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust any of the Third Party Secured Obligations or any part of them or make any other accommodation with any other Borrower or Grantor, or (iv) exercise any other remedy against any Borrower or any security other than the Property hereby encumbered. With respect to security other than the Property hereby encumbered, no such action by Beneficiary shall release or limit the liability of Grantor, who shall remain liable under this Deed of Trust after the action, even if the effect of the action is to deprive Grantor of any subrogation rights, rights of indemnity, rights of contribution, or other rights to collect reimbursement from any Borrower for any recovery by Beneficiary against Grantor, whether contractual or arising by operation of law or otherwise. After any foreclosure or deed in lieu of foreclosure of any real or personal property pledged to secure any of the Third Party Secured Obligations, Grantor shall under no circumstances be deemed to have any right, title, interest or claim in or to such property, whether it is held by Beneficiary or any third party. (c) Regardless of whether Beneficiary may have recovered against Grantor, Grantor hereby waives, to the extent permitted by applicable law: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement or contribution from any other Borrower or any other party for any recovery by Beneficiary against Grantor, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise (collectively, “Reimbursement Rights”), (ii) all rights to enforce any remedy that Beneficiary may have against any other Borrower, and (iii) all rights to participate in any security now or later to be held by Beneficiary for the Third Party Secured Obligations. To the extent Grantor’s waiver of Reimbursement Rights is found by a court of competent jurisdiction to be void or voidable for any reason, any Reimbursement Rights Grantor may have against any other Borrower or any collateral or security shall be junior and subordinate to any rights Beneficiary may have against such Borrower and to all right, title and interest Beneficiary may have in any such collateral or security. If any amount should be paid to Grantor on account of any Reimbursement Rights at any time when any the Third Party Secured Obligations have not been paid in full, such amount shall be held in trust for Beneficiary and shall immediately be paid over to Beneficiary to be credited and applied against the Third Party Secured Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents. The covenants and waivers of Grantor set forth in this Section 10.5(c) shall be effective until all of the Third Party Secured Obligations have been paid and performed in full and are made solely for the benefit of Beneficiary. (d) Grantor waives any rights and defenses described in Section 2856(a) of the California Civil Code that are or may become available to Grantor, including, without limitation, any rights and defenses by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. (e) Grantor waives all rights and defenses that Grantor may have because any of the Third Party Secured Obligations Obligation may be secured by real property other than the Property hereby encumbered. This means, among other things:. (i) Beneficiary or any Lender may collect from Grantor (including enforcing this Deed of Trust against Grantor) without first foreclosing on any real or personal property collateral pledged by any Borrower; (ii) If Beneficiary forecloses on any real property collateral pledged by any Borrower: (A) The amount of the Third Party Secured Obligations Obligation 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. (B) Beneficiary or any Lender may collect from Grantor (including enforcing this Deed of Trust against Grantor) even if Beneficiary or any LenderBeneficiary, by foreclosing on the real property collateral pledged by any Borrower, has destroyed any right Grantor may have to collect from such Borrower. This Section subsection 10.5(e) is an unconditional and irrevocable waiver of any rights and defenses Grantor may have because any of the Third Party Secured Obligations Obligation may be secured by real property other than the Property hereby encumbered. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (f) Without limiting the generality of the foregoing Section subsection 10.5(e), Grantor understands and acknowledges that if Beneficiary or any Lender forecloses judicially or nonjudicially against any real property securing any of the Third Party Secured Obligations Obligation other than the Property hereby encumbered, that foreclosure could impair or destroy any ability that Grantor may have to seek reimbursement, contribution or indemnification from any Borrower or others based on any Reimbursement Right Grantor may have for any recovery by Beneficiary under this Deed of Trust. Grantor further understands and acknowledges that in the absence of this Section 10.5, such potential impairment or destruction of Grantor’s rights, if any, may entitle Grantor to assert a defense to this Deed of Trust based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal.App.2d 40 (1968). By executing this Deed of Trust, Grantor freely, irrevocably and unconditionally: (i) waives and relinquishes that defense and agrees that Grantor will be fully liable under this Deed of Trust even though Beneficiary or any Lender may foreclose judicially or nonjudicially against any real property security for the Third Party Secured Obligations Obligation other than the Property; (ii) agrees that Grantor will not assert that defense in any action or proceeding which Beneficiary or any Lender may commence to enforce this Deed of Trust; (iii) acknowledges and agrees that the rights and defenses waived by Grantor under this Deed of Trust include any right or defense that Grantor may have or be entitled to assert based upon or arising out of any one or more of Sections 580a, 580b, 580d or 726 of the California Code of Civil Procedure or Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that Beneficiary and each Lender is relying on this waiver in extending credit to Borrowers Borrower in the form of the Third Party Secured ObligationsObligation, and that this waiver is a material part of the consideration which Beneficiary and each Lender is receiving for extending such credit to BorrowersBorrower. (g) Grantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure Section 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure of any property other than the Property hereby encumbered. (h) No provision or waiver in this Deed of Trust shall be construed as limiting the generality of any other provision or waiver contained in this Deed of Trust.

Grantor’s Additional Waivers. Grantor waives: (a) The obligations of Grantor hereunder are independent of the obligations of any other Borrower, and a separate action or actions may be brought against Grantor whether or not action or suit is brought against any other Borrower or any other Borrower is joined in any such action or actions. At the option of Beneficiary, Grantor may be joined in any action or proceeding commenced by Beneficiary against any other Borrower in connection with or based on the Third Party Secured Obligations or any security therefor, and recovery may be had against Grantor in such action or proceeding without any requirement that Beneficiary first assert, prosecute or exhaust any remedy or claim against any other Borrower. (b) Upon the occurrence and during the continuance of any Event of Default under any of the Loan Documents, Beneficiary in its sole discretion, without prior notice to or consent of Grantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security that Beneficiary may hold for the Third Party Secured Obligations other than the Property hereby encumbered, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust any of the Third Party Secured Obligations or any part of them or make any other accommodation with any other Borrower or Grantor, or (iv) exercise any other remedy against any Borrower or any security other than the Property hereby encumbered. With respect to security other than the Property hereby encumbered, no such action by Beneficiary shall release or limit the liability of Grantor, who shall remain liable under this Deed of Trust after the action, even if the effect of the action is to deprive Grantor of any subrogation rights, rights of indemnity, rights of contribution, or other rights to collect reimbursement from any Borrower for any recovery by Beneficiary against Grantor, whether contractual or arising by operation of law or otherwise. After any foreclosure or deed in lieu of foreclosure of any real or personal property pledged to secure any of the Third Party Secured Obligations, Grantor shall under no circumstances be deemed to have any right, title, interest or claim in or to such property, whether it is held by Beneficiary or any third party. (c) Regardless of whether Beneficiary may have recovered against Grantor, Grantor hereby waives, to the extent permitted by applicable law: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement or contribution from any other Borrower or any other party for any recovery by Beneficiary against Grantor, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise (collectively, “Reimbursement Rights”), (ii) all rights to enforce any remedy that Beneficiary may have against any other Borrower, and (iii) all rights to participate in any security now or later to be held by Beneficiary for the Third Party Secured Obligations. To the extent Grantor’s waiver of Reimbursement Rights is found by a court of competent jurisdiction to be void or voidable for any reason, any Reimbursement Rights Grantor may have against any other Borrower or any collateral or security shall be junior and subordinate to any rights Beneficiary may have against such Borrower and to all right, title and interest Beneficiary may have in any such collateral or security. If any amount should be paid to Grantor on account of any Reimbursement Rights at any time when any the Third Party Secured Obligations have not been paid in full, such amount shall be held in trust for Beneficiary and shall immediately be paid over to Beneficiary to be credited and applied against the Third Party Secured Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents. The covenants and waivers of Grantor set forth in this Section 10.5(c) shall be effective until all of the Third Party Secured Obligations have been paid and performed in full and are made solely for the benefit of Beneficiary. (d) To the extent applicable, Grantor waives any rights and defenses described in Section 2856(a) of the California Civil Code that are or may become available to Grantor, including, without limitation, any rights and defenses by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. (e) To the extent applicable Grantor waives all rights and defenses that Grantor may have because any of the Third Party Secured Obligations may be secured by real property other than the Property hereby encumbered. This means, among other things: (i) Beneficiary or any Lender may collect from Grantor (including enforcing this Deed of Trust against Grantor) without first foreclosing on any real or personal property collateral pledged by any Borrower; (ii) If Beneficiary forecloses on any real property collateral pledged by any Borrower: (A) The amount of the Third Party Secured Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Beneficiary or any Lender may collect from Grantor (including enforcing this Deed of Trust against Grantor) even if Beneficiary or any Lender, by foreclosing on the real property collateral pledged by any Borrower, has destroyed any right Grantor may have to collect from such Borrower. This Section 10.5(e) is an unconditional and irrevocable waiver waiver, to the extent applicable, of any rights and defenses Grantor may have because any of the Third Party Secured Obligations may be secured by real property other than the Property hereby encumbered. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (f) Without limiting the generality of the foregoing Section 10.5(e), Grantor understands and acknowledges that if Beneficiary or any Lender forecloses judicially or nonjudicially against any real property securing any of the Third Party Secured Obligations other than the Property hereby encumbered, that foreclosure could impair or destroy any ability that Grantor may have to seek reimbursement, contribution or indemnification from any Borrower or others based on any Reimbursement Right Grantor may have for any recovery by Beneficiary under this Deed of Trust. Grantor further understands and acknowledges that in the absence of this Section 10.5, such potential impairment or destruction of Grantor’s rights, if any, may may, to the extent applicable, entitle Grantor to assert a defense to this Deed of Trust based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal.App.2d 40 (1968). By executing this Deed of Trust, Grantor freely, irrevocably and unconditionally: (i) waives and relinquishes relinquishes, to the extent applicable, that defense and agrees that Grantor will be fully liable under this Deed of Trust even though Beneficiary or any Lender may foreclose judicially or nonjudicially against any real property security for the Third Party Secured Obligations other than the Property; (ii) agrees that Grantor will not assert that defense in any action or proceeding which Beneficiary or any Lender may commence to enforce this Deed of Trust; (iii) acknowledges and agrees that the rights and defenses waived by Grantor under this Deed of Trust include any right or defense that Grantor may have or be entitled to assert based upon or arising out of any one or more of Sections 580a, 580b, 580d or 726 of the California Code of Civil Procedure or Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that Beneficiary and each Lender is relying on this waiver in extending credit to Borrowers in the form of the Third Party Secured Obligations, and that this waiver is a material part of the consideration which Beneficiary and each Lender is receiving for extending such credit to Borrowers. (g) Grantor waives waives, to the extent applicable, any right or defense it may have at law or equity, including California Code of Civil Procedure Section 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure of any property other than the Property hereby encumbered. (h) No provision or waiver in this Deed of Trust shall be construed as limiting the generality of any other provision or waiver contained in this Deed of Trust.

Grantor’s Additional Waivers. Grantor waiveswaives to extent permitted by applicable Laws: (a) The obligations of Grantor hereunder are independent of the obligations of any other Borrower, and a separate action or actions may be brought against Grantor whether or not action or suit is brought against any other Borrower or any other Borrower is joined in any such action or actions. At the option of Beneficiary, Grantor may be joined in any action or proceeding commenced by Beneficiary against any other Borrower in connection with or based on the Third Party Secured Obligations or any security therefor, and recovery may be had against Grantor in such action or proceeding without any requirement that Beneficiary first assert, prosecute or exhaust any remedy or claim against any other Borrower. (b) Upon the occurrence and during the continuance of any Event of Default under any of the Loan Documents, Beneficiary in its sole discretion, without prior notice to or consent of Grantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security that Beneficiary may hold for the Third Party Secured Obligations other than the Property hereby encumbered, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust any of the Third Party Secured Obligations or any part of them or make any other accommodation with any other Borrower or Grantor, or (iv) exercise any other remedy against any Borrower or any security other than the Property hereby encumbered. With respect to security other than the Property hereby encumbered, no such action by Beneficiary shall release or limit the liability of Grantor, who shall remain liable under this Deed of Trust after the action, even if the effect of the action is to deprive Grantor of any subrogation rights, rights of indemnity, rights of contribution, or other rights to collect reimbursement from any Borrower for any recovery by Beneficiary against Grantor, whether contractual or arising by operation of law or otherwise. After any foreclosure or deed in lieu of foreclosure of any real or personal property pledged to secure any of the Third Party Secured Obligations, Grantor shall under no circumstances be deemed to have any right, title, interest or claim in or to such property, whether it is held by Beneficiary or any third party. (c) Regardless of whether Beneficiary may have recovered against Grantor, Grantor hereby waives, to the extent permitted by applicable law: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement or contribution from any other Borrower or any other party for any recovery by Beneficiary against Grantor, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise (collectively, “Reimbursement Rights”), (ii) all rights to enforce any remedy that Beneficiary may have against any other Borrower, and (iii) all rights to participate in any security now or later to be held by Beneficiary for the Third Party Secured Obligations. To the extent Grantor’s waiver of Reimbursement Rights is found by a court of competent jurisdiction to be void or voidable for any reason, any Reimbursement Rights Grantor may have against any other Borrower or any collateral or security shall be junior and subordinate to any rights Beneficiary may have against such Borrower and to all right, title and interest Beneficiary may have in any such collateral or security. If any amount should be paid to Grantor on account of any Reimbursement Rights at any time when any the Third Party Secured Obligations have not been paid in full, such amount shall be held in trust for Beneficiary and shall immediately be paid over to Beneficiary to be credited and applied against the Third Party Secured Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents. The covenants and waivers of Grantor set forth in this Section 10.5(c) shall be effective until all of the Third Party Secured Obligations have been paid and performed in full and are made solely for the benefit of Beneficiary. (d) Grantor waives any rights and defenses described in Section 2856(a) of the California Civil Code that are or may become available to Grantor, including, without limitation, any rights and defenses by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. (e) Grantor waives all rights and defenses that Grantor may have because any of the Third Party Secured Obligations may be secured by real property other than the Property hereby encumbered. This means, among other things: (i) Beneficiary or any Lender may collect from Grantor (including enforcing this Deed of Trust against Grantor) without first foreclosing on any real or personal property collateral pledged by any Borrower; (ii) If Beneficiary forecloses on any real property collateral pledged by any Borrower: (A) The amount of the Third Party Secured Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Beneficiary or any Lender may collect from Grantor (including enforcing this Deed of Trust against Grantor) even if Beneficiary or any Lender, by foreclosing on the real property collateral pledged by any Borrower, has destroyed any right Grantor may have to collect from such Borrower. This Section 10.5(e) is an unconditional and irrevocable waiver of any rights and defenses Grantor may have because any of the Third Party Secured Obligations may be secured by real property other than the Property hereby encumbered. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (f) Without limiting the generality of the foregoing Section 10.5(e), Grantor understands and acknowledges that if Beneficiary or any Lender forecloses judicially or nonjudicially against any real property securing any of the Third Party Secured Obligations other than the Property hereby encumbered, that foreclosure could impair or destroy any ability that Grantor may have to seek reimbursement, contribution or indemnification from any Borrower or others based on any Reimbursement Right Grantor may have for any recovery by Beneficiary under this Deed of Trust. Grantor further understands and acknowledges that in the absence of this Section 10.5, such potential impairment or destruction of Grantor’s rights, if any, may entitle Grantor to assert a defense to this Deed of Trust based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal.App.2d 40 (1968). By executing this Deed of Trust, Grantor freely, irrevocably and unconditionally: (i) waives and relinquishes that defense and agrees that Grantor will be fully liable under this Deed of Trust even though Beneficiary or any Lender may foreclose judicially or nonjudicially against any real property security for the Third Party Secured Obligations other than the Property; (ii) agrees that Grantor will not assert that defense in any action or proceeding which Beneficiary or any Lender may commence to enforce this Deed of Trust; (iii) acknowledges and agrees that the rights and defenses waived by Grantor under this Deed of Trust include any right or defense that Grantor may have or be entitled to assert based upon or arising out of any one or more of Sections 580a, 580b, 580d or 726 of the California Code of Civil Procedure or Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that Beneficiary and each Lender is relying on this waiver in extending credit to Borrowers in the form of the Third Party Secured Obligations, and that this waiver is a material part of the consideration which Beneficiary and each Lender is receiving for extending such credit to Borrowers. (g) Grantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure Section 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure of any property other than the Property hereby encumbered. (h) No provision or waiver in this Deed of Trust shall be construed as limiting the generality of any other provision or waiver contained in this Deed of Trust.

Grantor’s Additional Waivers. Grantor waives: (a) The obligations of Grantor hereunder are independent of the obligations of any other Borrower, and a separate action or actions may be brought against Grantor whether or not action or suit is brought against any other Borrower or any other Borrower is joined in any such action or actions. At the option of Beneficiary, Grantor may be joined in any action or proceeding commenced by Beneficiary against any other Borrower in connection with or based on the Third Party Secured Obligations or any security therefor, and recovery may be had against Grantor in such action or proceeding without any requirement that Beneficiary first assert, prosecute or exhaust any remedy or claim against any other Borrower. (b) Upon the occurrence and during the continuance of any Event of Default under any of the Loan Documents, Beneficiary in its sole discretion, without prior notice to or consent of Grantor, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security that Beneficiary may hold for the Third Party Secured Obligations other than the Property hereby encumbered, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust any of the Third Party Secured Obligations or any part of them or make any other accommodation with any other Borrower or Grantor, or (iv) exercise any other remedy against any Borrower or any security other than the Property hereby encumbered. With respect to security other than the Property hereby encumbered, no such action by Beneficiary shall release or limit the liability of Grantor, who shall remain liable under this Deed of Trust after the action, even if the effect of the action is to deprive Grantor of any subrogation rights, rights of indemnity, rights of contribution, or other rights to collect reimbursement from any Borrower for any recovery by Beneficiary against Grantor, whether contractual or arising by operation of law or otherwise. After any foreclosure or deed in lieu of foreclosure of any real or personal property pledged to secure any of the Third Party Secured Obligations, Grantor shall under no circumstances be deemed to have any right, title, interest or claim in or to such property, whether it is held by Beneficiary or any third party. (c) Regardless of whether Beneficiary may have recovered against Grantor, Grantor hereby waives, to the extent permitted by applicable law: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement or contribution from any other Borrower or any other party for any recovery by Beneficiary against Grantor, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise (collectively, “Reimbursement Rights”), (ii) all rights to enforce any remedy that Beneficiary may have against any other Borrower, and (iii) all rights to participate in any security now or later to be held by Beneficiary for the Third Party Secured Obligations. To the extent GrantorXxxxxxx’s waiver of Reimbursement Rights is found by a court of competent jurisdiction to be void or voidable for any reason, any Reimbursement Rights Grantor may have against any other Borrower or any collateral or security shall be junior and subordinate to any rights Beneficiary may have against such Borrower and to all right, title and interest Beneficiary may have in any such collateral or security. If any amount should be paid to Grantor on account of any Reimbursement Rights at any time when any the Third Party Secured Obligations have not been paid in full, such amount shall be held in trust for Beneficiary and shall immediately be paid over to Beneficiary to be credited and applied against the Third Party Secured Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents. The covenants and waivers of Grantor set forth in this Section 10.5(c) shall be effective until all of the Third Party Secured Obligations have been paid and performed in full and are made solely for the benefit of Beneficiary. (d) Grantor waives any rights and defenses described in Section 2856(a) of the California Civil Code that are or may become available to Grantor, including, without limitation, any rights and defenses by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. (e) Grantor waives all rights and defenses that Grantor may have because any of the Third Party Secured Obligations may be secured by real property other than the Property hereby encumbered. This means, among other things: (i) Beneficiary or any Lender may collect from Grantor (including enforcing this Deed of Trust against Grantor) without first foreclosing on any real or personal property collateral pledged by any Borrower; (ii) If Beneficiary forecloses on any real property collateral pledged by any Borrower: (A) The amount of the Third Party Secured Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Beneficiary or any Lender may collect from Grantor (including enforcing this Deed of Trust against Grantor) even if Beneficiary or any Lender, by foreclosing on the real property collateral pledged by any Borrower, has destroyed any right Grantor may have to collect from such Borrower. This Section 10.5(e) is an unconditional and irrevocable waiver of any rights and defenses Grantor may have because any of the Third Party Secured Obligations may be secured by real property other than the Property hereby encumbered. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (f) Without limiting the generality of the foregoing Section 10.5(e), Grantor understands and acknowledges that if Beneficiary or any Lender forecloses judicially or nonjudicially against any real property securing any of the Third Party Secured Obligations other than the Property hereby encumbered, that foreclosure could impair or destroy any ability that Grantor may have to seek reimbursement, contribution or indemnification from any Borrower or others based on any Reimbursement Right Grantor may have for any recovery by Beneficiary under this Deed of Trust. Grantor further understands and acknowledges that in the absence of this Section 10.5, such potential impairment or destruction of Grantor’s rights, if any, may entitle Grantor to assert a defense to this Deed of Trust based on Section 580d of the California Code of Civil Procedure as interpreted in Union Bank x. Xxxxxxx, 265 Cal.App.2d 40 (1968). By executing this Deed of Trust, Grantor freely, irrevocably and unconditionally: (i) waives and relinquishes that defense and agrees that Grantor will be fully liable under this Deed of Trust even though Beneficiary or any Lender may foreclose judicially or nonjudicially against any real property security for the Third Party Secured Obligations other than the Property; (ii) agrees that Grantor will not assert that defense in any action or proceeding which Beneficiary or any Lender may commence to enforce this Deed of Trust; (iii) acknowledges and agrees that the rights and defenses waived by Grantor under this Deed of Trust include any right or defense that Grantor may have or be entitled to assert based upon or arising out of any one or more of Sections 580a, 580b, 580d or 726 of the California Code of Civil Procedure or Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that Beneficiary and each Lender is relying on this waiver in extending credit to Borrowers in the form of the Third Party Secured Obligations, and that this waiver is a material part of the consideration which Beneficiary and each Lender is receiving for extending such credit to Borrowers. (g) Grantor waives any right or defense it may have at law or equity, including California Code of Civil Procedure Section 580a, to a fair market value hearing or action to determine a deficiency judgment after a foreclosure of any property other than the Property hereby encumbered. (h) No provision or waiver in this Deed of Trust shall be construed as limiting the generality of any other provision or waiver contained in this Deed of Trust.