Common use of Suretyship Waivers and Consents Clause in Contracts

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities other than such Borrower (including any other Borrower party hereto) and, in full recognition of that fact, each Borrower consents and agrees that Bank may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation, or revocation of this Agreement by any one or more Borrowers, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (a) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval, or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents or any additional security or guaranties, or any condition covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; (d) accept partial payments on the Obligations; (e) receive and hold additional security or guaranties for the Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Bank in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Obligations or any part thereof; (h) settle, release on terms satisfactory to Bank or by operation of applicable laws, or otherwise liquidate or enforce any Obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of any security and bid and purchase at any sale; or (i) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 Upon the occurrence and during the continuance of any Event of Default, Bank may enforce this Agreement independently as to each Borrower and independently of any other remedy or security Bank at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank to marshal assets in favor of any Borrower or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require Bank to marshal assets in favor of any Borrower or any other Person or to proceed against any other Borrower or any Collateral provided by any Person, and agrees that Bank may proceed against Borrowers or any Collateral in such order as it shall determine in its sole and absolute discretion. 18.3 Bank may file a separate action or actions against any Borrower, whether action is brought or prosecuted with respect to any security or against any other person, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank and any Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of this Agreement. 18.4 Bank’s rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Bank, all as though such amount had not been paid. The rights of Bank created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Borrower with respect to the Obligations (other than by reason of the full payment and performance of the Obligations), (b) the unenforceability or invalidity of any security or guaranty for the Obligations or lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all Obligations), (d) any failure of the to marshal assets in favor Bank of any Borrower or any other person, (e) any failure of Bank to give notice of sale or other disposition of collateral to any Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) any act or omission of Bank or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations or any security or guaranty therefor by operation of law or otherwise, (g) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (h) any failure of Bank to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (l) the avoidance of any lien in favor of Bank for any reason, or (m) any action taken by Bank that is authorized by this section or any other provision of any Loan Document. Until such time as all of the Obligations have been fully, finally, and indefeasibly paid in full in cash: (i) each Borrower hereby waives and postpones any right of subrogation it has or may have as against any other Borrower respect to the Obligations; and (ii) in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any defenses to the enforcement of this Agreement or any rights of Bank created or granted hereby or to the recovery by Bank against any Borrower or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. To the fullest extent permitted by applicable law, each Borrower expressly waives any suretyship defenses or benefits that it otherwise might or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISE. 18.7 Borrower and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Borrower otherwise may have against any other Borrower, Bank or others, or against Collateral. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly (a) Unless the context clearly indicates to the contrary, each covenant, agreement, obligation, representation and severally, directly, and primarily liable to Bank for payment in full warranty of the Obligations Borrowers contained herein constitutes the joint and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation several undertaking of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. . (b) Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities the other than such Borrower (including any other Borrower party hereto) Borrowers and, in full recognition of that fact, each Borrower consents and agrees that Bank the Lender may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersBorrower, and without affecting the enforceability or continuing effectiveness hereof as to each such Borrower: (ai) with the consent of the other Borrowers, supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, renew or otherwise change the time for payment or the terms of the Obligations this Agreement or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (bii) supplement supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations this Agreement or any part thereof, or any of the Loan Documents or any additional security or guarantiesSecurity Documents, or any condition condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; (diii) accept partial payments on the Obligationspayments; (e) receive and hold additional security or guaranties for the Obligations or any part thereof; (fiv) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, transfer or enforce any security or guarantiesguarantees, and apply any security and direct the order or manner of sale thereof as Bank the Lender in its sole and absolute discretion may determine; (gv) release any Person person from any personal liability with respect to the Obligations this Agreement or any part thereof; , (hvi) settle, release on terms satisfactory to Bank Required Lenders or by operation of applicable laws, law or otherwise liquidate or enforce any Obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of any security and bid and purchase at any sale; or (ivii) consent to the merger, change, change or any other restructuring or termination of the me corporate or partnership existence of any Borrower or any other Personperson, and correspondingly restructure the Obligationsobligations evidenced hereby, and any such merger, change, restructuring, restructuring or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligationsobligations evidenced hereby. 18.2 Upon the occurrence (c) Administrative Agent and during the continuance Collateral Agent, as applicable, on behalf of any Event of Default, Bank Lenders may enforce this Agreement and the other Loan Documents independently as to each Borrower and independently of any other remedy or security Bank the Administrative Agent, Collateral Agent or the Lenders at any time may have or hold in connection with the Obligationsobligations evidenced hereby, and it shall not be necessary for Bank the Administrative Agent or Collateral Agent to marshal assets in favor of any Borrower or any other Person person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require Bank Administrative Agent and Collateral Agent to marshal assets in favor of any Borrower or any other Person or to proceed against any other Borrower or any Collateral provided by any Person, and agrees that Bank Administrative Agent or Collateral Agent may proceed against Borrowers or any Collateral in such order as it shall determine in its sole and absolute discretion. 18.3 Bank may file a separate action or actions against any Borrower, whether action is brought or prosecuted with respect to any security or against any other person, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank and any Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of this Agreement. 18.4 Bank’s (d) Lenders’ rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations a Borrowers’ obligations to Lenders which thereafter shall be required to be restored or returned by BankLenders, all as though such amount had not been paid. The rights of Bank created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 (e) To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantorlaw, each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (ai) any disability or other defense of any the other Borrower Borrowers with respect to the Obligations (other than by reason of the full payment and performance of the Obligations)obligations evidenced hereby, (bii) the unenforceability or invalidity of any security or guaranty for the Obligations obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the Obligationsobligations evidenced hereby, (ciii) the cessation for any cause whatsoever of the liability of any the other Borrower Borrowers (other than by reason of the full payment and performance of all Obligations), (d) any failure of the to marshal assets in favor Bank of any Borrower or any other person, (e) any failure of Bank to give notice of sale or other disposition of collateral to any Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (fiv) any act or omission of Bank Lenders or Agents or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (g) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (h) any failure of Bank to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (lv) the avoidance of any lien in favor of Bank Lenders or Agents for any reason, or (mvi) any action taken by Bank Lenders or Agents that is authorized by this section Section or any other provision hereof or of any Loan Security Document. Until such time time, if any, as all of the Obligations have been fully, finally, paid and indefeasibly paid performed in full and no portion of any Commitments under any agreement remains in cash: (i) each effect, no Borrower hereby waives and postpones shall have any right of subrogation it has subrogation, contribution, reimbursement or may have as against any other Borrower respect to the Obligations; and (ii) in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligationsindemnity, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any defenses right to the enforcement of this Agreement enforce any remedy that Lenders or any rights of Bank created Agents now have or granted hereby or to the recovery by Bank against any Borrower or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. To the fullest extent permitted by applicable law, each Borrower expressly waives any suretyship defenses or benefits that it otherwise might or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISE. 18.7 Borrower and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Borrower otherwise hereafter may have against any other Borrower, Bank or othersPerson and waives the benefit of, or against Collateral. If any right to participate in, any Collateral now or hereafter held by Lenders or Agents. (f) Each of the waivers Persons composing Borrowers waives all rights and defenses arising out of an election of remedies by either Agent or consents herein are determined to be contrary to any applicable law or public policyLender, even though that election of remedies, such waivers as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or such Lender’s rights of subrogation and consents shall reimbursement against such Borrower by the operation of Section 580d of the California Code of Civil Procedure or otherwise. (g) Each of the Persons composing Borrowers waives all rights and defenses that such Borrower may have because the Obligations are secured by real property. This means, among other things: (i) Agents and Lenders may collect from such Borrower without first foreclosing on any real or personal property Collateral pledged by Borrowers. (ii) If an Agent or any Lender forecloses on any real property Collateral pledged by Borrowers: A. The amount of the Obligations may be effective 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. Agents and Lenders may collect from such Borrower even if Agents or Lenders, by foreclosing on the real property Collateral, has destroyed any right such Borrower may have to collect from the maximum extent permitted other Borrowers. This is an unconditional and irrevocable waiver of any rights and defenses such Borrower may have because the Obligations are secured by lawreal property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. (a) Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities other than such Borrower (including any the other Borrower party heretoBorrowers) and, in full recognition of that fact, each Borrower consents and agrees that Bank Lender may, at any time and from time to time, without notice or demanddemand (except as provided in and in accordance with the terms of this Agreement), whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersBorrower, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (ai) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (bii) supplement supplement, restate, modify, amend, increase, decrease decrease, or waive, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents Financing Agreements or any additional security or guarantiesguarantees, or any condition condition, covenant, default, remedy, right, representation representation, or term thereof or thereunder; (ciii) accept new or additional instruments, documents documents, or agreements in exchange for or relative to any of the Loan Documents Financing Agreements or the Obligations or any part thereof; (div) accept partial payments on the Obligations; (ev) receive and hold additional security or guaranties guarantees for the Obligations or any part thereof; (fvi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any security or guarantiesguarantees, and apply any security and direct the order or manner of sale thereof as Bank Lender in its sole and absolute discretion may determine; (gvii) release any Person person from any personal liability with respect to the Obligations or any part thereof; (hviii) settle, release on terms satisfactory to Bank Lender or by operation of applicable laws, laws or otherwise liquidate or enforce any Obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of any security and bid and purchase at any sale; or (iix) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other PersonBorrower, and correspondingly restructure the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 Upon the occurrence and during the continuance of any Event of Default, Bank (b) Lender may enforce this Agreement independently as to each Borrower and independently of any other remedy or security Bank Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank Lender to marshal assets in favor of any Borrower or any other Person Obligor or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require Bank Lender to marshal assets in favor of any Borrower or any other Person guarantor of the Obligations or to proceed against any other Borrower or any Collateral provided by any PersonBorrower, and agrees that Bank Lender may proceed against Borrowers or any Collateral in such order as it Lender shall determine in its sole and absolute discretion. 18.3 Bank (c) Lender may file a separate action or actions against any Borrower, whether such action is brought or prosecuted with respect to any security or against any other personguarantor of the Obligations, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank Lender and any each Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of this Agreement. Each Borrower, as a joint and several Borrower hereunder, expressly waives the benefit of any statute of limitations affecting its joint and several liability hereunder (but not its primary liability) or the enforcement of the Obligations or any rights of Lender created or granted herein. 18.4 Bank’s (d) Lender's rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by BankLender, all as though such amount had not been paid. The rights of Bank Lender created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each (e) Each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (ai) any disability or other defense of any the other Borrower with respect to the Obligations Obligations; (other than by reason of the full payment and performance of the Obligations), (bii) the unenforceability or invalidity of any security or guaranty for the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, ; (ciii) the cessation for any cause whatsoever of the liability of the any other Borrower (other than by reason of the full payment and performance of all Obligations), ; (div) any failure of the Lender to marshal xxxxxxxx assets in favor Bank of any Borrower or any other person, Borrower; (ev) any failure of Bank Lender to give notice to any Borrower of sale or other disposition of collateral to any Collateral of another Borrower or any other Person or any defect in any notice that may be given in connection with any such sale or disposition of collateralCollateral of any Borrower securing the Obligations; (vi) any failure of Lender to comply with applicable law in connection with the sale or other disposition of any Collateral or other security of any Borrower, for any Obligation, including any failure of Lender to conduct a commercially reasonable sale or other disposition of any Collateral or other security of the other Borrower for any Obligation; (fvii) any act or omission of Bank Lender or others that directly or indirectly results in or aids the discharge or release of any the other Borrower or the Obligations of the other Borrower or any security or guaranty therefor by operation of law or otherwise, ; (gviii) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation, ; (hix) any failure of Bank Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, Borrower; (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (lx) the avoidance of any lien or security interest in assets of the other Borrower in favor of Bank Lender for any reason, ; or (mxi) any action taken by Bank Lender that is authorized by this section or any other provision of any Loan Document. Until such time time, if any, as all of the Obligations have been fully, finally, and indefeasibly paid and performed in full and no portion of any commitment of Lender to Borrowers under any Financing Agreement remains in cash: (i) each Borrower hereby waives effect, Borrowers' rights of subrogation, contribution, reimbursement, or indemnity against the other shall be fully and postpones any right of subrogation it has or may have as against any other Borrower respect completely subordinated to the Obligations; and (ii) indefeasible repayment in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset full of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any defenses right to the enforcement of this Agreement enforce any remedy that it now has or any rights of Bank created or granted hereby or to the recovery by Bank hereafter may have against any Borrower or any other Person liable therefor of and waives the benefit of, or any deficiency after a judicial right to participate in, any Collateral now or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. hereafter held by Lender. (f) To the fullest extent permitted by applicable law, each Borrower expressly waives and agrees not to assert, any suretyship and all defenses in its favor based upon an election of remedies by Lender which destroys, diminishes, or benefits that it otherwise might affects such Borrower's subrogation rights against the other Borrowers, or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTIONagainst any Obligor, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWand/or (except as explicitly provided for herein) any rights to proceed against each other Borrower, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANKor any other party liable to Lender, EVEN THOUGH THAT ELECTION OF REMEDIESfor reimbursement, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONScontribution, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAWindemnity, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISEor otherwise. 18.7 Borrower (g) Borrowers and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy destroy, or otherwise adversely affect rights which Borrower Borrowers otherwise may have against any other Borrowereach other, Bank Lender, or others, or against Collateral, and that, under the circumstances, the waivers and consents herein given are reasonable and not contrary to public policy or law. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities other than such Borrower (including any the other Borrower party heretoBorrower) and, in full recognition of that fact, each Borrower consents and agrees that Bank Lender may, at any time and from time to time, without notice or demanddemand (except as provided in and in accordance with the terms of this Agreement), whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersBorrower, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (ai) supplement, restate, modify, amend, increase, decrease, extend, renew, acceleratelengthen, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (bii) supplement supplement, restate, modify, amend, increase, decrease decrease, or waive, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents or any additional security or guarantiesguarantees, or any condition condition, covenant, default, remedy, right, representation representation, or term thereof or thereunder, provided, however, that such supplementation, restatement, amendment, modification, increase, decrease, waiver or otherwise shall not impose, in writing (as opposed to by effect), any greater or more onerous duty on a Borrower than as provided for in the Loan Documents; (ciii) accept new or additional instruments, documents documents, or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; (div) accept partial payments on the Obligations; (ev) receive and hold additional security or guaranties guarantees for the Obligations or any part thereof; (fvi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any Collateral, security or guarantiesguarantees, and apply any Collateral or security and direct the order or manner of sale thereof as Bank Lender in its sole and absolute discretion may determine; (gvii) release any Person person from any personal liability with respect to the Obligations or any part thereof; (hviii) settle, release on terms satisfactory to Bank Lender or by operation of applicable laws, laws or otherwise liquidate or enforce any Obligations and any Collateral or security therefor or guaranty thereof in any manner, consent to the transfer of any Collateral or security and bid and purchase at any sale; or (iix) consent to the merger, change, change or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other PersonBorrower, and correspondingly restructure any corresponding restructuring of the Obligations, and any such merger, change, restructuring, restructuring or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 Upon the occurrence and during the continuance of any Event of Default, Bank may enforce this Agreement independently as to each Borrower and independently of any other remedy or security Bank at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank to marshal assets in favor of any Borrower or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require Bank to marshal assets in favor of any Borrower or any other Person or to proceed against any other Borrower or any Collateral provided by any Person, and agrees that Bank may proceed against Borrowers or any Collateral in such order as it shall determine in its sole and absolute discretion. 18.3 Bank may file a separate action or actions against any Borrower, whether action is brought or prosecuted with respect to any security or against any other person, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank and any Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of this Agreement. 18.4 Bank’s rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Bank, all as though such amount had not been paid. The rights of Bank created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Borrower with respect to the Obligations (other than by reason of the full payment and performance of the Obligations), (b) the unenforceability or invalidity of any security or guaranty for the Obligations or lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all Obligations), (d) any failure of the to marshal assets in favor Bank of any Borrower or any other person, (e) any failure of Bank to give notice of sale or other disposition of collateral to any Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) any act or omission of Bank or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations or any security or guaranty therefor by operation of law or otherwise, (g) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (h) any failure of Bank to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (l) the avoidance of any lien in favor of Bank for any reason, or (m) any action taken by Bank that is authorized by this section or any other provision of any Loan Document. Until such time as all of the Obligations have been fully, finally, and indefeasibly paid in full in cash: (i) each Borrower hereby waives and postpones any right of subrogation it has or may have as against any other Borrower respect to the Obligations; and (ii) in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any defenses to the enforcement of this Agreement or any rights of Bank created or granted hereby or to the recovery by Bank against any Borrower or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. To the fullest extent permitted by applicable law, each Borrower expressly waives any suretyship defenses or benefits that it otherwise might or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISE. 18.7 Borrower and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Borrower otherwise may have against any other Borrower, Bank or others, or against Collateral. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 (a) Each Borrower acknowledges and agrees that it the Obligations undertaken herein are direct and primary obligations and that each such Borrower is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of severally obligated thereon with the other BorrowerBorrowers. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities other than such Borrower (including any other Borrower party hereto) and, in In full recognition of that factthereof, each Borrower consents and agrees that Bank Lender may, at any time and from time to time, without notice or demand, (except as provided in and in accordance with the terms of this Agreement), whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersBorrower, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (ai) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (bii) supplement supplement, restate, modify, amend, increase, decrease decrease, or waive, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents Financing Agreements or any additional security or guarantiesguarantees, or any condition condition, covenant, default, remedy, right, representation representation, or term thereof or 35 40 thereunder; (ciii) accept new or additional instruments, documents documents, or agreements in exchange for or relative to any of the Loan Documents Financing Agreements or the Obligations or any part thereof; (div) accept partial payments on the Obligations; (ev) receive and hold additional security or guaranties guarantees for the Obligations or any part thereof; (fvi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any Collateral, security or guarantiesguarantees, and apply any Collateral or security and direct the order or manner of sale thereof as Bank Lender in its sole and absolute discretion may determine; (gvii) release any Person person from any personal liability with respect to the Obligations or any part thereof; (hviii) settle, release on terms satisfactory to Bank Lender or by operation of applicable laws, laws or otherwise liquidate or enforce any Obligations and any Collateral or security therefor or guaranty thereof in any manner, consent to the transfer of any Collateral or security and bid and purchase at any sale; or (iix) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other PersonBorrower, and correspondingly restructure any corresponding restructuring of the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 Upon the occurrence and during the continuance of any Event of Default, Bank (b) Lender may enforce this Agreement independently as to each Borrower and independently of any other remedy or security Bank Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank Lender to marshal assets in favor of any Borrower or any other Person guarantor or to proceed upon or against or exhaust any Collateral or security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require Bank Lender to marshal assets in favor of any Borrower or any other Person guarantor of the Obligations or to proceed against any other Borrower or any Collateral provided by any PersonBorrower, and agrees that Bank Lender may proceed against Borrowers or any Collateral or any guarantor in such order as it Lender shall determine in its sole and an absolute discretion. 18.3 Bank (c) Lender may file a separate action or actions against any Borrower, whether such action is brought or prosecuted with respect to any security or against any other personguarantor of the Obligations, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank Lender and any each Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy enforceability of this Agreement. Each Borrower, as a joint and several Borrower hereunder, expressly waives the benefit of any statute of limitations affecting its joint and several liability hereunder (but not its primary liability) or the enforcement of the Obligations or any rights of Lender created or granted herein. 18.4 Bank’s (d) Lender's rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by BankLender, all as though such amount had not been paid. The rights of Bank Lender created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any Collateral, other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each (e) Each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (ai) any disability or other defense of any other Borrower with respect to the Obligations Obligations; (other than by reason of the full payment and performance of the Obligations), (bii) the unenforceability or invalidity of any security or guaranty for the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, ; (ciii) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all Obligations), ; (div) any failure of the Lender to marshal assets in favor Bank of any Borrower or any other person, Borrower; (e) any failure of Bank to give notice of sale or other disposition of collateral to any Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (fv) any act or omission of Bank Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations of any Borrower or any security or guaranty therefor by operation of law or otherwise, ; (gvi) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation, ; (hvii) any failure of Bank Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, Borrower; (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (lviii) the avoidance of any lien or security interest in assets of any Borrower in favor of Bank Lender for any reason, ; or (mix) any action taken by Bank Lender that is authorized by this section or any other provision of any Loan DocumentFinancing Agreements. Until such time time, if any, as all of the Obligations have been fully, finally, and indefeasibly paid and performed in full in cash: (i) each Borrower hereby waives and postpones any right of subrogation it has or may have as against any other Borrower respect to the Obligations; and (ii) in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any defenses to the enforcement of this Agreement or any rights of Bank created or granted hereby or to the recovery by Bank against any Borrower or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. To the fullest extent permitted by applicable law, each Borrower expressly waives any suretyship defenses or benefits that it otherwise might or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISE. 18.7 Borrower and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Borrower otherwise may have against any other Borrower, Bank or others, or against Collateral. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.and

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of all obligations under the Obligations Loan Documents ("Obligations") and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities other than such Borrower (including any other Borrower party hereto) and, in full recognition of that fact, each Borrower consents and agrees that the Bank may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation, or revocation of this Agreement by any one or more Borrowers, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (a) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval, or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents or any additional security or guaranties, or any condition covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; (db) accept partial payments on the Obligations; (ec) receive and hold additional security or guaranties for the Obligations or any part thereof; (fd) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as the Bank in its sole and absolute discretion may determine; (ge) release any Person from any personal liability with respect to the Obligations or any part thereof; (hf) settle, release on terms satisfactory to the Bank or by operation of applicable laws, or otherwise liquidate or enforce any Obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of any security and bid and purchase at any sale; or (ig) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 . Upon the occurrence and during the continuance of any Event of Default, the Bank may enforce this Agreement independently as to each Borrower and independently of any other remedy or security the Bank at any time may have or hold in connection with the Obligations, and it shall not be necessary for the Bank to marshal assets in favor of any Borrower or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require the Bank to marshal assets in favor of any Borrower or any other Person or to proceed against any other Borrower or any Collateral provided by any Person, and agrees that the Bank may proceed against Borrowers or any Collateral in such order as it shall determine in its sole and absolute discretion. 18.3 . The Bank may file a separate action or actions against any Borrower, whether action is brought or prosecuted with respect to any security or against any other person, or whether any other person is joined in any such action or actions. Each Borrower agrees that the Bank and any Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of this Agreement. 18.4 . The Bank’s rights 's loan hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by the Bank, all as though such amount had not been paid. The rights of the Bank created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 . To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Borrower with respect to the Obligations (other than by reason of the full payment and performance of the Obligations), (b) the unenforceability or invalidity of any security or guaranty for the Obligations or lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all Obligations), (d) any failure of the to marshal assets in favor Bank of any Borrower or any other person, (e) any failure of the Bank to give notice of sale or other disposition of collateral to any Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) any failure of the Bank to comply with applicable law in connection with the sale or other disposition of any collateral or other security for any Obligation, including any failure of the Bank to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation, (g) any act or omission of the Bank or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations or any security or guaranty therefor by operation of law or otherwise, (gh) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation, (hi) any failure of the Bank to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (ij) the election by the Bank of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Codecode, (jk) any extension of credit or the grant of any lien under Section 364 of the Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Codecode, (1) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (km) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (ln) the avoidance of any lien in favor of the Bank for any reason, or (mo) any action taken by the Bank that is authorized by this section or any other provision of any Loan Document. Until such time as all of the Obligations have been fully, finally, and indefeasibly paid in full in cash: (i) each Borrower hereby waives and postpones any right of subrogation it has or may have as against any other Borrower respect to the Obligations; and (ii) in addition, each Borrower borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other Borrower. Each Borrower borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 . In the event that all or any part of the Obligations at any time are secured by any one or more deeds of trust or mortgages or other instruments creating or granting liens on any interests in real property, each Borrower authorizes the Bank, upon the occurrence of and during the continuance of any Event of Default, at its sole option, without notice or demand and without affecting the obligations of any Borrower, the enforceability of this Agreement, or the validity or enforceability of any Liens of the Bank , to foreclose any or all of such deeds of trust or mortgages or other instruments by judicial or nonjudicial sale. To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any defenses to the enforcement of this Agreement or any rights of the Bank created or granted hereby or to the recovery by the Bank against any Borrower or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. To the fullest extent permitted by applicable law, each Borrower expressly waives any suretyship defenses or benefits that it otherwise might or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY THE BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S 'S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO SECTION 580d 580D OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISE. 18.7 . Borrower and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Borrower otherwise may have against any other Borrower, the Bank or others, or against Collateral. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. (a) Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities other than such Borrower (including any the other Borrower party heretoBorrowers) and, in full recognition of that fact, each Borrower consents and agrees that Bank Agent may, at any time and from time to time, without notice or demand, (except as provided in and in accordance with the terms of this Agreement), whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersBorrower, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (ai) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (bii) supplement supplement, restate, modify, amend, increase, decrease decrease, or waive, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents Financing Agreements or any additional security or guaranties120 guarantees, or any condition condition, covenant, default, remedy, right, representation representation, or term thereof or thereunder; (ciii) accept new or additional instruments, documents documents, or agreements in exchange for or relative to any of the Loan Documents Financing Agreements or the Obligations or any part thereof; (div) accept partial payments on the Obligations; (ev) receive and hold additional security or guaranties guarantees for the Obligations or any part thereof; (fvi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any Collateral, security or guarantiesguarantees, and apply any Collateral or security and direct the order or manner of sale thereof as Bank Agent in its sole and absolute discretion may determine; (gvii) release any Person person from any personal liability with respect to the Obligations or any part thereof; (hviii) settle, release on terms satisfactory to Bank Agent or by operation of applicable laws, laws or otherwise liquidate or enforce any Obligations and any Collateral or security therefor or guaranty thereof in any manner, consent to the transfer of any Collateral or security and bid and purchase at any sale; or (iix) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other PersonBorrower, and correspondingly restructure any corresponding restructuring of the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 Upon the occurrence and during the continuance of any Event of Default, Bank (b) Agent may enforce this Agreement independently as to each Borrower and each Aftermarket Entity and independently of any other remedy or security Bank Agent at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank Agent to marshal assets in favor of any Borrower Borrower, any Aftermarket Entity or any other Person Guarantor or to proceed upon or against or exhaust any Collateral or security or remedy before proceeding to enforce this Agreement. Each Borrower and each Aftermarket Entity expressly waives any right to require Bank Agent to marshal assets in favor of any Borrower Borrower, any Aftermarket Entity or any other Person Guarantor of the Obligations or to proceed against any other Borrower or any Collateral provided by any PersonAftermarket Entity, and agrees that Bank Agent may proceed against Borrowers any Borrower, any Aftermarket Entity or any other Guarantor or any Collateral in such order as it Agent shall determine in its sole and absolute discretion. 18.3 Bank (c) Agent may file a separate action or actions against any BorrowerBorrower and/or any Aftermarket Entity, whether such action is brought or prosecuted with respect to any security or against any other personguarantor of the Obligations, or whether any other person is joined in any such action or actions. Each Borrower and each Aftermarket Entity agrees that Bank Agent and any Borrower each Borrower, each Aftermarket Entity and any affiliate of any Borrower or Aftermarket Entity may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy enforceability of this Agreement. 18.4 Bank’s rights hereunder shall be reinstated . Each Borrower, as a joint and revivedseveral Borrower hereunder, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Bank, all as though such amount had not been paid. The rights of Bank created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense the benefit of any other Borrower with respect to statute of limitations affecting its joint and several liability hereunder (but not its primary liability) or the Obligations (other than by reason enforcement of the full payment and performance of the Obligations), (b) the unenforceability or invalidity of any security or guaranty for the Obligations or lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all Obligations), (d) any failure of the to marshal assets in favor Bank of any Borrower or any other person, (e) any failure of Bank to give notice of sale or other disposition of collateral to any Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) any act or omission of Bank or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations or any security or guaranty therefor by operation of law or otherwise, (g) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (h) any failure of Bank to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (l) the avoidance of any lien in favor of Bank for any reason, or (m) any action taken by Bank that is authorized by this section or any other provision of any Loan Document. Until such time as all of the Obligations have been fully, finally, and indefeasibly paid in full in cash: (i) each Borrower hereby waives and postpones any right of subrogation it has or may have as against any other Borrower respect to the Obligations; and (ii) in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any defenses to the enforcement of this Agreement or any rights of Bank Agent created or granted hereby or to the recovery by Bank against any Borrower or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. To the fullest extent permitted by applicable law, each Borrower expressly waives any suretyship defenses or benefits that it otherwise might or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISEherein. 18.7 Borrower and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Borrower otherwise may have against any other Borrower, Bank or others, or against Collateral. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of all obligations under the Obligations Loan Documents ("Obligations") and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities other than such Borrower (including any other Borrower party hereto) and, in full recognition of that fact, each Borrower consents and agrees that the Bank may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation, or revocation of this Agreement by any one or more Borrowers, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (a) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval, or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents or any additional security or guaranties, or any condition covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; (d) accept partial payments on the Obligations; (e) receive and hold additional security or guaranties for the Obligations or any part thereofhereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as the Bank in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Obligations or any part thereof; (h) settle, release on terms satisfactory to the Bank or by operation of applicable laws, or otherwise liquidate or enforce any Obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of any security and bid and purchase at any sale; or (i) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 . Upon the occurrence and during the continuance of any Event of Default, the Bank may enforce this Agreement independently as to each Borrower and independently of any other remedy or security the Bank at any time may have or hold in connection with the Obligations, and it shall not be necessary for the Bank to marshal assets in favor of any Borrower or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require the Bank to marshal assets in favor of any Borrower or any other Person or to proceed against any other Borrower or any Collateral provided by any Person, and agrees that the Bank may proceed against Borrowers or any Collateral in such order as it shall determine in its sole and absolute discretion. 18.3 . The Bank may file a separate action or actions against any Borrower, whether action is brought or prosecuted with respect to any security or against any other person, or whether any other person is joined in any such action or actions. Each Borrower agrees that the Bank and any Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of this Agreement. 18.4 . The Bank’s rights 's hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by the Bank, all as though such amount had not been paid. The rights of the Bank created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 . To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Borrower with respect to the Obligations (other than by reason of the full payment and performance of the Obligations), (b) the unenforceability or invalidity of any security or guaranty for the Obligations or lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all Obligations), (d) any failure of the to marshal assets in favor Bank of any Borrower or any other person, (e) any failure of the Bank to give notice of sale or other disposition of collateral to any Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) any failure of the Bank to comply with applicable law in connection with the sale or other disposition of any collateral or other security for any Obligation, including any failure of the Bank to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation, (g) any act or omission of the Bank or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations or any security or guaranty therefor by operation of law or otherwise, (gh) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation, (hi) any failure of the Bank to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (ij) the election by the Bank of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Codecode, (jk) any extension of credit or the grant of any lien under Section 364 of the Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Codecode, (1) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (km) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (ln) the avoidance of any lien in favor of the Bank for any reason, or (mo) any action taken by the Bank that is authorized by this section or any other provision of any Loan Document. Until such time as all of the Obligations have been fully, finally, and indefeasibly paid in full in cash: (i) each Borrower hereby waives and postpones any right of subrogation it has or may have as against any other Borrower respect to the Obligations; and (ii) in addition, each Borrower borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other Borrower. Each Borrower borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 . In the event that all or any part of the Obligations at any time are secured by any one or more deeds of trust or mortgages or other instruments creating or granting liens on any interests in real property, each Borrower authorizes the Bank, upon the occurrence of and during the continuance of any Event of Default, at its sole option, without notice or demand and without affecting the obligations of any Borrower, the enforceability of this Agreement, or the validity or enforceability of any Liens of the Bank, THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED to foreclose any or all of such deeds of trust or mortgages or other instruments by judicial or nonjudicial sale. To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any defenses to the enforcement of this Agreement or any rights of the Bank created or granted hereby or to the recovery by the Bank against any Borrower or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. To the fullest extent permitted by applicable law, each Borrower expressly waives any suretyship defenses or benefits that it otherwise might or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY THE BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S 'S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISE. 18.7 . Borrower and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Borrower otherwise may have against any other Borrower, the Bank or others, or against Collateral. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 (a) Each Borrower acknowledges and agrees that it the Obligations undertaken herein are direct and primary obligations and that each such Borrower is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of severally obligated thereon with the other BorrowerBorrowers. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities other than such Borrower (including any other Borrower party hereto) and, in In full recognition of that factthereof, each Borrower consents and agrees that Bank Lender may, at any time and from time to time, without notice or demand, (except as provided in and in accordance with the terms of this Agreement), whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersBorrower, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (ai) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (bii) supplement supplement, restate, modify, amend, increase, decrease decrease, or waive, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents Financing Agreements or any additional security or guarantiesguarantees, or any condition condition, covenant, default, remedy, right, representation representation, or term thereof or thereunder; (ciii) accept new or additional instruments, documents documents, or agreements in exchange for or relative to any of the Loan Documents Financing Agreements or the Obligations or any part thereof; (div) accept partial payments on the Obligations; (ev) receive and hold additional security or guaranties guarantees for the Obligations or any part thereof; (fvi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any Collateral, security or guarantiesguarantees, and apply any Collateral or security and direct the order or manner of sale thereof as Bank Lender in its sole and absolute discretion may determine; (gvii) release any Person person from any personal liability with respect to the Obligations or any part thereof; (hviii) settle, release on terms satisfactory to Bank Lender or by operation of applicable laws, laws or otherwise liquidate or enforce any Obligations and any Collateral or security therefor or guaranty thereof in any manner, consent to the transfer of any Collateral or security and bid and purchase at any sale; or (iix) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other PersonBorrower, and correspondingly restructure any corresponding restructuring of the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 Upon the occurrence and during the continuance of any Event of Default, Bank (b) Lender may enforce this Agreement independently as to each Borrower and independently of any other remedy or security Bank Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank Lender to marshal assets in favor of any Borrower or any other Person Obligor or to proceed upon or against or exhaust any Collateral or security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require Bank Lender to marshal assets in favor of any Borrower or any other Person guarantor of the Obligations or to proceed against any other Borrower or any Collateral provided by any PersonBorrower, and agrees that Bank Lender may proceed against Borrowers or any Collateral in such order as it Lender shall determine in its sole and an absolute discretion. 18.3 Bank (c) Lender may file a separate action or actions against any Borrower, whether such action is brought or prosecuted with respect to any security or against any other personguarantor of the Obligations, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank Lender and any each Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy enforceability of this Agreement. Each Borrower, as a joint and several Borrower hereunder, expressly waives the benefit of any statute of limitations affecting its joint and several liability hereunder (but not its primary liability) or the enforcement of the Obligations or any rights of Lender created or granted herein. 18.4 Bank’s (d) Lender's rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by BankLender, all as though such amount had not been paid. The rights of Bank Lender created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any Collateral, other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each (e) Each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (ai) any disability or other defense of any other Borrower with respect to the Obligations Obligations; (other than by reason of the full payment and performance of the Obligations), (bii) the unenforceability or invalidity of any security or guaranty for the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, ; (ciii) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all Obligations), ; (div) any failure of the Lender to marshal assets in favor Bank of any Borrower or any other person, Borrower; (e) any failure of Bank to give notice of sale or other disposition of collateral to any Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (fv) any act or omission of Bank Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations of any Borrower or any security or guaranty therefor by operation of law or otherwise, ; (gvi) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation, ; (hvii) any failure of Bank Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, Borrower; (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (lviii) the avoidance of any lien or security interest in assets of any Borrower in favor of Bank Lender for any reason, ; or (mix) any action taken by Bank Lender that is authorized by this section or any other provision of any Loan DocumentFinancing Agreements. Until such time time, if any, as all of the Obligations have been fully, finally, and indefeasibly paid and performed in full and no portion of any commitment of Lender to Borrowers under any Financing Agreement remains in cash: (i) effect, each Borrower hereby waives Borrower's indebtedness, claims and postpones any right rights of subrogation it has subrogation, contribution, reimbursement, or may have as indemnity against any the other Borrower respect Borrowers shall be fully and completely subordinated to the Obligations; and (ii) indefeasible repayment in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset full of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives until such indefeasible payment any defenses right to the enforcement of this Agreement enforce any remedy that it now has or any rights of Bank created or granted hereby or to the recovery by Bank hereafter may have against any Borrower or any other Person liable therefor of and waives the benefit of, or any deficiency after a judicial right to participate in, any Collateral now or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. hereafter held by Lender. (f) To the fullest extent permitted by applicable law, each Borrower expressly waives and agrees not to assert, any suretyship and all defenses in its favor based upon an election of remedies by Lender which destroys, diminishes, or benefits that it otherwise might affects such Borrower's subrogation rights against the other Borrowers, or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTIONagainst any other Obligor, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWand/or (except as explicitly provided for herein) any rights to proceed against each other Borrower, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANKor any other party liable to Lender, EVEN THOUGH THAT ELECTION OF REMEDIESfor reimbursement, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONScontribution, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAWindemnity, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISEor otherwise. 18.7 Borrower (g) Borrowers and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy destroy, or otherwise adversely affect rights which Borrower Borrowers otherwise may have against any other Borrowereach other, Bank Lender, or others, or against Collateral, and that, under the circumstances, the waivers and consents herein given are reasonable and not contrary to public policy or law. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. (i) Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities other than such Borrower (including any the other Borrower party heretoBorrowers) and, in full recognition of that fact, each Borrower consents and agrees that Bank Lender may, at any time and from time to time, without notice or demanddemand (except as provided in and in accordance with the terms of this Agreement), whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersBorrower, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (a) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement supplement, restate, modify, amend, increase, decrease decrease, or waive, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations or any part thereof, this Agreement, or any of the Loan Documents or any additional security or guarantiesguarantees, or any condition condition, covenant, default, remedy, right, representation representation, or term thereof or thereunder; (c) accept new or additional instruments, documents documents, or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; (d) accept partial payments on the Obligations; (e) receive and hold additional security or guaranties guarantees for the Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any Collateral, security or guarantiesguarantees, and apply any Collateral or security and direct the order or manner of sale thereof as Bank Lender in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Obligations or any part thereof; (h) settle, release on terms satisfactory to Bank Lender or by operation of applicable laws, laws or otherwise liquidate or enforce any Obligations and any Collateral or security therefor or guaranty thereof in any manner, consent to the transfer of any Collateral or security and bid and purchase at any sale; or (i) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other PersonBorrower, and correspondingly restructure the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 Upon the occurrence and during the continuance of any Event of Default, Bank (ii) Lender may enforce this Agreement independently as to each Borrower and independently of any other remedy or security Bank Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank Lender to marshal assets in favor of any Borrower or any other Person or to proceed upon or against or exhaust any Collateral or security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require Bank Lender to marshal assets in favor of any Borrower or any other Person guarantor of the Obligations or to proceed against any other Borrower or any Collateral provided by any PersonBorrower, and agrees that Bank Lender may proceed against Borrowers or any Collateral in such order as it xx Xxxder shall determine in its sole and absolute discretion. 18.3 Bank (iii) Lender may file a separate action or actions against any Borrower, whether such action is brought or prosecuted with respect to any security or against any other personguarantor of the Obligations, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank Lender and any each Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy enforceability of this Agreement. Each Borrower, as a joint and several Borrower hereunder, expressly waives the benefit of any statute of limitations affecting its joint and several liability hereunder or the enforcement of the Obligations or any rights of Lender created or granted herein. 18.4 Bank’s (iv) Lender's rights hereunder hxxxxxxer shall be reinstated and revived, and the enforceability enxxxxxxbility of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by BankLender, all as though such amount had not been paid. The rights of Bank Lender created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any Collateral, other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each (v) Each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Borrower with respect to the Obligations (other than by reason of the full payment and performance of the Obligations), ; (b) the unenforceability or invalidity of any security or guaranty for the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, ; (c) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all ObligationsObligations as required herein), ; (d) any failure of the Lender to marshal marshall assets in favor Bank of any Borrower or any other person, Borrower; (e) any failure of Bank Lender tx xxxx xotice to give notice any Borrower of sale or other disposition of collateral to any Collateral of another Borrower or any other Person or any defect in any notice that may be given in connection with any such sale or disposition of collateral, Collateral of any Borrower securing the Obligations; (f) any failure of Lender to comply with applicable law in connection with the sale or other disposition of any Collateral or other security of any Borrower, for any Obligation, including any failure of Lender to conduct a commercially reasonable sale or other disposition of any Collateral or other security of any Borrower for any Obligation; (g) any act or omission of Bank Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations of any Borrower or any security or guaranty therefor by operation of law or otherwise, ; (gh) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation, ; (hi) any failure of Bank Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, Borrower; (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (l) the avoidance of any lien or security interest in assets of any Borrower in favor of Bank Lender for any reason, ; or (mk) any action taken by Bank Lender that is authorized by this section or any other provision of any Loan Document. Until such time time, if any, as all of the Obligations have been fully, finally, and indefeasibly paid and performed in full and no portion of any commitment of Lender to Borrowers under any Loan Document remains in cash: (i) effect, each Borrower hereby waives Borrowers' indebtedness, claims and postpones any right rights of subrogation it has subrogation, contribution, reimbursement, or may have as indemnity against any the other Borrower respect Borrowers shall be fully and completely subordinated to the Obligations; and (ii) indefeasible repayment in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset full of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement each Borrower expressly waives until such indefeasible payment any right to enforce any remedy that it now has or of hereafter may have against any other Person and waives the existencebenefit of, creation or incurring of new any right to participate in, any Collateral now or additional Obligationshereafter held by Lender. 18.6 (vi) To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantorapplicabxx xxx, each Borrower expressly waives and agrees not to assert, any and all defenses to in its favor based upon an election of remedies by Lender which destroys, diminishes, or affects such Borrower's subrogaxxxx xights against the enforcement of this Agreement other Borrowers, or against any Guarantor, and/or (except as explicitly provided for herein) any rights of Bank created or granted hereby or to the recovery by Bank proceed against any Borrower each other Borrower, or any other Person party liable therefor of any deficiency after a judicial to Lender, for reimbursement, contribution, indemnity, or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. To the fullest extent permitted by applicable law, each Borrower expressly waives any suretyship defenses or benefits that it otherwise might or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISEotherwise. 18.7 Borrower (vii) Borrowers and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy destroy, or otherwise adversely affect rights which Borrower Borrowers otherwise may have against any other Borrowereach other, Bank Lender, or others, or against Collateral, and that, under the circumstances, the waivers and consents herein given are reasonable and not contrary to public policy or law. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons Persons or entities other than such Borrower (including any the other Borrower party heretohereto or the other Obligors) and, in full recognition of that fact, each Borrower consents and agrees that Bank the Lender Group may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more Borrowers, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (a) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents or any additional security or guaranties, or any condition condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; (d) accept partial payments on the Obligations; (e) receive and hold additional security or guaranties for the Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, transfer or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Bank the Lender Group in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Obligations or any part thereof; (h) settle, release on terms satisfactory to Bank or by operation of applicable laws, or otherwise liquidate or enforce any Obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of any security and bid and purchase at any sale; or (i) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 Upon the occurrence and during the continuance of any Event of Default, Bank may enforce this Agreement independently as to each Borrower and independently of any other remedy or security Bank at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank to marshal assets in favor of any Borrower or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require Bank to marshal assets in favor of any Borrower or any other Person or to proceed against any other Borrower or any Collateral provided by any Person, and agrees that Bank may proceed against Borrowers or any Collateral in such order as it shall determine in its sole and absolute discretion. 18.3 Bank may file a separate action or actions against any Borrower, whether action is brought or prosecuted with respect to any security or against any other person, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank and any Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of this Agreement. 18.4 Bank’s rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Bank, all as though such amount had not been paid. The rights of Bank created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Borrower with respect to the Obligations (other than by reason of the full payment and performance of the Obligations), (b) the unenforceability or invalidity of any security or guaranty for the Obligations or lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all Obligations), (d) any failure of the to marshal assets in favor Bank of any Borrower or any other person, (e) any failure of Bank to give notice of sale or other disposition of collateral to any Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) any act or omission of Bank or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations or any security or guaranty therefor by operation of law or otherwise, (g) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (h) any failure of Bank to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (l) the avoidance of any lien in favor of Bank for any reason, or (m) any action taken by Bank that is authorized by this section or any other provision of any Loan Document. Until such time as all of the Obligations have been fully, finally, and indefeasibly paid in full in cash: (i) each Borrower hereby waives and postpones any right of subrogation it has or may have as against any other Borrower respect to the Obligations; and (ii) in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any defenses to the enforcement of this Agreement or any rights of Bank created or granted hereby or to the recovery by Bank against any Borrower or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. To the fullest extent permitted by applicable law, each Borrower expressly waives any suretyship defenses or benefits that it otherwise might or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISE. 18.7 Borrower and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Borrower otherwise may have against any other Borrower, Bank or others, or against Collateral. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.terms

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. (a) Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty guarantee of obligations of persons or entities other than such Borrower (including any the other Borrower party heretoBorrowers) and, in full recognition of that factfact and in full recognition of the joint and several and direct and primary liability of each Borrower hereunder, each Borrower consents and agrees that Bank Agent and Lenders may, at any time and from time to time, without notice or demanddemand (except as provided in and in accordance with the terms of this Agreement), whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersBorrower, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (ai) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (bii) supplement supplement, restate, modify, amend, increase, decrease decrease, or waive, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents Financing Agreements or any additional security or guarantiesguarantees, or any condition condition, covenant, default, remedy, right, representation representation, or term thereof or thereunder; (ciii) accept new or additional instruments, documents documents, or agreements in exchange for or relative to any of the Loan Documents Financing Agreements or the Obligations or any part thereof; (div) accept partial payments on the Obligations; (ev) receive and hold additional security or guaranties guarantees for the Obligations or any part thereof; (fvi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any security or guarantiesguarantees, and apply any security and direct the order or manner of sale thereof as Bank Agent in its sole and absolute discretion may determine; (gvii) release any Person person from any personal liability with respect to the Obligations or any part thereof; (hviii) settle, release on terms satisfactory to Bank Agent or by operation of applicable laws, laws or otherwise liquidate or enforce any Obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of any security and bid and purchase at any sale; or (iix) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other PersonBorrower, and correspondingly restructure the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 Upon the occurrence and during the continuance of any Event of Default, Bank may enforce this Agreement independently as to each Borrower and independently of any other remedy or security Bank at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank to marshal assets in favor of any Borrower or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require Bank to marshal assets in favor of any Borrower or any other Person or to proceed against any other Borrower or any Collateral provided by any Person, and agrees that Bank may proceed against Borrowers or any Collateral in such order as it shall determine in its sole and absolute discretion. 18.3 Bank may file a separate action or actions against any Borrower, whether action is brought or prosecuted with respect to any security or against any other person, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank and any Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of this Agreement. 18.4 Bank’s rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Bank, all as though such amount had not been paid. The rights of Bank created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Borrower with respect to the Obligations (other than by reason of the full payment and performance of the Obligations), (b) the unenforceability or invalidity of any security or guaranty for the Obligations or lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all Obligations), (d) any failure of the to marshal assets in favor Bank of any Borrower or any other person, (e) any failure of Bank to give notice of sale or other disposition of collateral to any Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) any act or omission of Bank or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations or any security or guaranty therefor by operation of law or otherwise, (g) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (h) any failure of Bank to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (l) the avoidance of any lien in favor of Bank for any reason, or (m) any action taken by Bank that is authorized by this section or any other provision of any Loan Document. Until such time as all of the Obligations have been fully, finally, and indefeasibly paid in full in cash: (i) each Borrower hereby waives and postpones any right of subrogation it has or may have as against any other Borrower respect to the Obligations; and (ii) in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any defenses to the enforcement of this Agreement or any rights of Bank created or granted hereby or to the recovery by Bank against any Borrower or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. To the fullest extent permitted by applicable law, each Borrower expressly waives any suretyship defenses or benefits that it otherwise might or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISE. 18.7 Borrower and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Borrower otherwise may have against any other Borrower, Bank or others, or against Collateral. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. (a) Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities other than such Borrower (including any the other Borrower party heretoBorrowers) and, in full recognition of that fact, each Borrower consents and agrees that Bank Lender may, at any time and from time to time, without notice or demand, (except as provided in and in accordance with the terms of this Agreement), whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersBorrower, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (ai) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (bii) supplement supplement, restate, modify, amend, increase, decrease decrease, or waive, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents Financing Agreements or any additional security or guarantiesguarantees, or any condition condition, covenant, default, remedy, right, representation representation, or term thereof or thereunder; (ciii) accept new or additional instruments, documents documents, or agreements in exchange for or relative to any of the Loan Documents Financing Agreements or the Obligations or any part thereof; (div) accept partial payments on the Obligations; (ev) receive and hold additional security or guaranties guarantees for the Obligations or any part thereof; (fvi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any Collateral, security or guarantiesguarantees, and apply any Collateral or security and direct the order or manner of sale thereof as Bank Lender in its sole and absolute discretion may determine; (gvii) release any Person person from any personal liability with respect to the Obligations or any part thereof; (hviii) settle, release on terms satisfactory to Bank Lender or by operation of applicable laws, laws or otherwise liquidate or enforce any Obligations and any Collateral or security therefor or guaranty thereof in any manner, consent to the transfer of any Collateral or security and bid and purchase at any sale; or (iix) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other PersonBorrower, and correspondingly restructure any corresponding restructuring of the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 Upon the occurrence and during the continuance of any Event of Default, Bank (b) Lender may enforce this Agreement independently as to each Borrower and independently of any other remedy or security Bank Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank Lender to marshal assets in favor of any Borrower or any other Person Obligor or to proceed upon or against or exhaust any Collateral or security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require Bank Lender to marshal assets in favor of any Borrower or any other Person guarantor of the Obligations or to proceed against any other Borrower or any Collateral provided by any PersonBorrower, and agrees that Bank Lender may proceed against Borrowers or any Collateral in such order as it Lender shall determine in its sole and an absolute discretion. 18.3 Bank (c) Lender may file a separate action or actions against any Borrower, whether such action is brought or prosecuted with respect to any security or against any other personguarantor of the Obligations, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank Lender and any each Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy enforceability of this Agreement. Each Borrower, as a joint and several Borrower hereunder, expressly waives the benefit of any statute of limitations affecting its joint and several liability hereunder (but not its primary liability) or the enforcement of the Obligations or any rights of Lender created or granted herein. 18.4 Bank’s (d) Lender's rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by BankLender, all as though such amount had not been paid. The rights of Bank Lender created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any Collateral, other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each (e) Each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (ai) any disability or other defense of any other Borrower with respect to the Obligations Obligations; (other than by reason of the full payment and performance of the Obligations), (bii) the unenforceability or invalidity of any security or guaranty for the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, ; (ciii) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all Obligations), ; (div) any failure of the Lender to marshal assets in favor Bank of any Borrower or any other person, Borrower; (ev) any failure of Bank Lender to give notice to any Borrower of sale or other disposition of collateral to any Collateral of another Borrower or any other Person or any defect in any notice that may be given in connection with any such sale or disposition of collateralCollateral of any Borrower securing the Obligations; (vi) any failure of Lender to comply with applicable law in connection with the sale or other disposition of any Collateral or other security of any Borrower, for any Obligation, including any failure of Lender to conduct a commercially reasonable sale or other disposition of any Collateral or other security of any Borrower for any Obligation; (fvii) any act or omission of Bank Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations of any Borrower or any security or guaranty therefor by operation of law or otherwise, ; (gviii) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation, ; (hix) any failure of Bank Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, Borrower; (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (lx) the avoidance of any lien or security interest in assets of any Borrower in favor of Bank Lender for any reason, ; or (mxi) any action taken by Bank Lender that is authorized by this section or any other provision of any Loan Document. Until such time time, if any, as all of the Obligations have been fully, finally, and indefeasibly paid and performed in full and no portion of any commitment of Lender to Borrowers under any Financing Agreement remains in cash: (i) effect, each Borrower hereby waives Borrowers' indebtedness, claims and postpones any right rights of subrogation it has subrogation, contribution, reimbursement, or may have as indemnity against any the other Borrower respect Borrowers shall be fully and completely subordinated to the Obligations; and (ii) indefeasible repayment in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset full of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives until such indefeasible payment any defenses right to the enforcement of this Agreement enforce any remedy that it now has or any rights of Bank created or granted hereby or to the recovery by Bank hereafter may have against any Borrower or any other Person liable therefor of and waives the benefit of, or any deficiency after a judicial right to participate in, any Collateral now or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. hereafter held by Lender. (f) To the fullest extent permitted by applicable law, each Borrower expressly waives and agrees not to assert, any suretyship and all defenses in its favor based upon an election of remedies by Lender which destroys, diminishes, or benefits that it otherwise might affects such Borrower's subrogation rights against the other Borrowers, or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTIONagainst any Obligor, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWand/or (except as explicitly provided for herein) any rights to proceed against each other Borrower, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANKor any other party liable to Lender, EVEN THOUGH THAT ELECTION OF REMEDIESfor reimbursement, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONScontribution, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAWindemnity, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISEor otherwise. 18.7 Borrower (g) Borrowers and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy destroy, or otherwise adversely affect rights which Borrower Borrowers otherwise may have against any other Borrowereach other, Bank Lender, or others, or against Collateral, and that, under the circumstances, the waivers and consents herein given are reasonable and not contrary to public policy or law. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of all obligations under the Obligations Loan Documents ("Obligations") and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities other than such Borrower (including any other Borrower party hereto) and, in full recognition of that fact, each Borrower consents and agrees that the Bank may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation, or revocation of this Agreement by any one or more Borrowers, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (a) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval, or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents or any additional security or guaranties, or any condition covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; thereof-, (d) accept partial payments on the Obligations; (e) receive and hold additional security or guaranties for the Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as the Bank in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Obligations or any part thereof; (h) settle, release on terms satisfactory to the Bank or by operation of applicable laws, or otherwise liquidate or enforce any Obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of any security and bid and purchase at any sale; or (i) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 . Upon the occurrence and during the continuance of any Event of Default, the Bank may enforce this Agreement independently as to each Borrower and independently of any other remedy or security the Bank at any time may have or hold in connection with the Obligations, and it shall not be necessary for the Bank to marshal assets in favor of any Borrower or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require the Bank to marshal assets in favor of any Borrower or any other Person or to proceed against any other Borrower or any Collateral provided by any Person, and agrees that the Bank may proceed against Borrowers or any Collateral in such order as it shall determine in its sole and absolute discretion. 18.3 . The Bank may file a separate action or actions against any Borrower, whether action is brought or prosecuted with respect to any security or against any other person, or whether any other person is joined in any such action or actions. Each Borrower agrees that the Bank and any Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of this Agreement. 18.4 Bank’s rights . The Banks hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by the Bank, all as though such amount had not been paid. The rights of the Bank created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 . To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Borrower with respect to the Obligations (other than by reason of the full payment and performance of the Obligations), (b) the unenforceability or invalidity of any security or guaranty for the Obligations or lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all Obligations), (d) any failure of the to marshal assets in favor Bank of any Borrower or any other person, (e) any failure of the Bank to give notice of sale or other disposition of collateral to any Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) any failure of the Bank to comply with applicable law in connection with the sale or other disposition of any collateral or other security for any Obligation, including any failure of the Bank to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation, (g) any act or omission of the Bank or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations or any security or guaranty therefor by operation of law or otherwise, (gh) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation, (hi) any failure of the Bank to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (ij) the election by the Bank of the application or non-application of Section 1111(b)(2111l(b)(2) of the United States Bankruptcy Codecode, (jk) any extension of credit or the grant of any lien under Section 364 of the Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Codecode, (1) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (km) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (ln) the avoidance of any lien in favor of the Bank for any reason, or (mo) any action taken by the Bank that is authorized by this section or any other provision of any Loan Document. Until such time as all of the Obligations have been fully, finally, and indefeasibly paid in full in cash: (i) each Borrower hereby waives and postpones any right of subrogation it has or may have as against any other Borrower with respect to the Obligations; and (ii) in addition, each Borrower borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other Borrower. Each Borrower borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 . In the event that all or any part of the Obligations at any time are secured by any one or more deeds of trust or mortgages or other instruments creating or granting liens on any interests in real property, each Borrower authorizes the Bank, upon the occurrence of and during the continuance of any Event of Default, at its sole option, without notice or demand and without affecting the obligations of any Borrower, the enforceability of this Agreement, or the validity or enforceability of any Liens of the Bank, to foreclose any or all of such deeds of trust or mortgages or other instruments by judicial or nonjudicial sale. To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any defenses to the enforcement of this Agreement or any rights of the Bank created or granted hereby or to the recovery by the Bank against any Borrower or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. To the fullest extent permitted by applicable law, each Borrower expressly waives any suretyship defenses or benefits that it otherwise might or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY THE BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S 'S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION OF LAW, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISE. 18.7 . Borrower and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Borrower otherwise may have against any other Borrower, the Bank or others, or against Collateral. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. Each Borrower Debtor acknowledges that the obligations of such Borrower Debtor undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons Persons or entities other than such Borrower Debtor (including any the other Borrower Debtors party hereto) and, in full recognition of that fact, each Borrower Debtor consents and agrees that Bank mayFoothill may (if it has so agreed with another Debtor), at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersDebtors, and without affecting the enforceability or continuing effectiveness hereof as to each BorrowerDebtor: (a) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents or any additional security or guarantiesguarantees, or any condition condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; (d) accept partial payments on the Obligations; (e) receive and hold additional security or guaranties guarantees for the Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, transfer or enforce any security or guarantiesguarantees, and apply any security and direct the order or manner of sale thereof as Bank Foothill in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Obligations or any part thereof; (h) settle, release on terms satisfactory to Bank Foothill or by operation of applicable laws, laws or otherwise liquidate or enforce any Obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of any security and bid and purchase at any sale; or (i) consent to the merger, change, change or any other restructuring or termination of the corporate or partnership existence of any Borrower Debtor or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring, restructuring or termination shall not affect the liability of any Borrower Debtor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 . Upon the occurrence and during the continuance of any Event of Default, Bank Foothill may enforce this Agreement independently as to each Borrower Debtor and independently of any other remedy or security Bank Foothill at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank Foothill to marshal assets in favor of any Borrower Debtor or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Borrower Debtor expressly waives any right to require Bank Foothill to marshal assets in favor of any Borrower Debtor or any other Person or to proceed against any other Borrower Debtor or any Collateral collateral provided by any Person, and agrees that Bank Foothill may proceed against Borrowers Debtors or any Collateral collateral in such order as it shall determine in its sole and absolute discretion. 18.3 Bank . Foothill may file a separate action or actions against any BorrowerDebtor, whether action is brought or prosecuted with respect to any security or against any other personPerson, or whether any other person Person is joined in any such action or actions. Each Borrower Debtor agrees that Bank Foothill and any Borrower Debtor and any affiliate Affiliate of any Borrower Debtor may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of this Agreement. 18.4 Bank’s . Foothill's rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by BankFoothill, all as though such amount had not been paid. The rights of Bank Foothill created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower Debtor and whether or not any other Borrower Debtor shall have any personal liability with respect thereto. 18.5 . To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantorlaw, each Borrower Debtor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Borrower Debtor with respect to the Obligations (other than by reason of the full payment and performance of the Obligations), (b) the unenforceability or invalidity of any security or guaranty for the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of any other Borrower Debtor (other than by reason of the full payment and performance of all Obligations), (d) any failure of the Foothill to marshal assets in favor Bank of any Borrower Debtor or any other personPerson, (e) any failure of Bank Foothill to give notice of sale or other disposition of collateral to any Borrower Debtor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral; PROVIDED, HOWEVER, that the foregoing shall not be deemed to include a waiver by the Debtor that owns the subject collateral of notice of sale or other disposition thereof, (f) any failure of Foothill to comply with applicable law in connection with the sale or other disposition of any collateral or other security for any Obligation, including any failure of Foothill to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation; PROVIDED, HOWEVER, that the foregoing shall not be deemed to include a waiver, by the Debtor that owns the subject collateral, of the requirement of commercial reasonableness in connection with any such sale or other disposition, (g) any act or omission of Bank Foothill or others that directly or indirectly results in or aids the discharge or release of any Borrower of any Debtor or the Obligations or any security or guaranty therefor by operation of law or otherwise, (gh) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation, (hi) any failure of Bank Foothill to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (ij) the election by Bank Foothill of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (jk) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1l) any use of cash collateral under Section 363 of the Bankruptcy Code, (km) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (ln) the avoidance of any lien in favor of Bank Foothill for any reason, or (mo) any action taken by Bank Foothill that is authorized by this section or any other provision of any Loan Document. Until such time as all of the Obligations have been fully, finally, and indefeasibly paid in full in cash: (i) each Borrower Debtor hereby waives and postpones any right of subrogation it has or may have as against any other Borrower Debtor with respect to the Obligations; and (ii) in addition, each Borrower Debtor also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other BorrowerDebtor. Each Borrower Debtor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligationsdishonor, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 . In the event that all or any part of the Obligations at any time are secured by any one or more deeds of trust or mortgages or other instruments creating or granting liens on any interests in real property, each Debtor authorizes Foothill (or the Collateral Agent (or its agents) on Foothill's behalf), upon the occurrence of and during the continuance of any Event of Default, at its sole option, without notice or demand and without affecting the obligations of any Debtor, the enforceability of this Agreement, or the validity or enforceability of any liens of, or for the benefit of, Foothill on any collateral, to foreclose any or all of such deeds of trust or mortgages or other instruments by judicial or nonjudicial sale. To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower Debtor expressly waives any defenses to the enforcement of this Agreement or any rights of Bank Foothill created or granted hereby or to the recovery by Bank Foothill against any Borrower Debtor or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers Debtors and may preclude Borrowers Debtors from obtaining reimbursement or contribution from other BorrowersDebtors. To the fullest extent permitted by applicable law, each Borrower Each Debtor expressly waives any suretyship defenses or benefits that may be derived from California Code of Civil Procedure ss.ss. 580a, 580b, 580d or 726, or comparable provisions of the laws xx xxy other jurisdiction, and all other suretyship defenses it otherwise might or would have under California law or other applicable law. Each Debtor expressly waives any right to receive notice of any judicial or nonjudicial foreclosure or sale of any real property or interest therein of another Debtor that is subject to any such deeds of trust or mortgages or other instruments and any Debtor's failure to receive any such notice shall not impair or affect such Debtor's obligations or the enforceability of this Agreement or any rights of Foothill created or granted hereby; PROVIDED, HOWEVER, that the foregoing shall not be deemed to include a waiver, by the Debtor that owns the subject collateral, of any right to notice. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER DEBTOR WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANKFOOTHILL, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S DEBTOR'S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS PRINCIPAL DEBTOR BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO OF SECTION 580d 580D OF THE CODE OF CIVIL PROCEDURE, PROCEDURE OR OTHERWISE. 18.7 Borrower . Debtors and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Borrower Debtors otherwise may have against any other BorrowerDebtors, Bank Foothill or others, or against Collateral. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. (a) Each Borrower acknowledges that the obligations of such Borrower (the "Guarantor Borrower") undertaken herein might be construed to consist, at least in part, of the guaranty guarantee of obligations (the "Guaranteed Obligations") of persons or entities other than such Borrower (including any the other Borrower party heretoBorrower) and, in full recognition of that fact, each the Guarantor Borrower consents and agrees that Bank Lender may, at any time and from time to time, with respect to the Guaranteed Obligations, without notice or demand, (except as provided in and in accordance with the terms of this Agreement), whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more Borrowerseither Borrower, and without affecting the enforceability or continuing effectiveness hereof as to each the Guarantor Borrower: (ai) increase, extend, or otherwise change the time for payment or the terms of the Guaranteed Obligations or any part thereof; (ii) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval, approval or consent with respect to, the Guaranteed Obligations or any part thereof, or any of the Loan Documents Financing Agreements or any additional security or guarantiesguarantees, or any condition condition, covenant, default, remedy, right, representation representation, or term thereof or thereunder; (ciii) accept new or additional instruments, documents documents, or agreements in exchange for or relative to any of the Loan Documents Financing Agreements or the Guaranteed Obligations or any part thereof; (div) accept partial payments on the Guaranteed Obligations; (ev) receive and hold additional security or guaranties guarantees for the Guaranteed Obligations or any part thereof; (fvi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any Collateral, security or guarantiesguarantees, and apply any Collateral or security and direct the order or manner of sale thereof as Bank Lender in its sole and absolute discretion may determine; (gvii) release any Person person from any personal liability with respect to the Guaranteed Obligations or any part thereof; (hviii) settle, release on terms satisfactory to Bank Lender or by operation of applicable laws, laws or otherwise liquidate or enforce any Guaranteed Obligations and any Collateral or security therefor or guaranty guarantee thereof in any manner, consent to the transfer of any Collateral or security and bid and purchase at any sale; or (iix) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other Personeither Borrower, and correspondingly restructure any corresponding restructuring of the Guaranteed Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any the Guarantor Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guaranteed Obligations. 18.2 Upon the occurrence and during the continuance of any Event of Default, Bank (b) Lender may enforce this Agreement independently as to each Borrower and independently of any other remedy or security Bank Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank Lender to marshal assets in favor favour of any either Borrower or any other Person Obligor or to proceed upon or against or exhaust any Collateral or security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require Bank Lender to marshal assets in favor of any either Borrower or any other Person guarantor of the Obligations or to proceed against any the other Borrower or any Collateral provided by any PersonBorrower, and agrees that Bank Lender may proceed against Borrowers or any Collateral in such order as it Lender shall determine in its sole and an absolute discretion. 18.3 Bank (c) Lender may file a separate action or actions against any either Borrower, whether such action is brought or prosecuted with respect to any security or against any other personguarantor of the Obligations, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank Lender and any each Borrower and any affiliate of any either Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy enforceability of this Agreement. Each Borrower, as a joint and several Borrower hereunder, expressly waives the benefit of any statute of limitations affecting its joint and several liability hereunder (but not its primary liability) or the enforcement of the Obligations or any rights of Lender created or granted herein. 18.4 Bank’s (d) Lender's rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by BankLender, all as though such amount had not been paid. The rights of Bank Lender created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any Collateral, other security or guaranty guarantee therefor, may be or hereafter may become invalid or otherwise unenforceable as against any either Borrower and whether or not any other either Borrower shall have any personal liability with respect thereto. 18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each (e) Each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (ai) any disability or other defense of any the other Borrower with respect to the Obligations Obligations; (other than by reason of the full payment and performance of the Obligations), (bii) the unenforceability or invalidity of any security or guaranty for the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, ; (ciii) the cessation for any cause whatsoever of the liability of any other either Borrower (other than by reason of the full payment and performance of all Obligations), ; (div) any failure of the Lender to marshal assets in favor Bank favour of any Borrower or any other person, Borrower; (ev) any failure of Bank Lender to give notice to either Borrower of sale or other disposition of collateral to any Collateral of another Borrower or any other Person or any defect in any notice that may be given in connection with any such sale or disposition of collateralCollateral of either Borrower securing the Obligations; (vi) any failure of Lender to comply with applicable law in connection with the sale or other disposition of any Collateral or other security of either Borrower, for any Obligation, including any failure of Lender to conduct a commercially reasonable sale or other disposition of any Collateral or other security of either Borrower for any Obligation; (fvii) any act or omission of Bank Lender or others that directly or indirectly results in or aids the discharge or release of any either Borrower or the Obligations or any security or guaranty therefor by operation of law or otherwise, ; (gviii) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation, ; (hix) any failure of Bank Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, either Borrower; (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (lx) the avoidance of any lien or security interest in favor assets of Bank either Borrower in favour of Lender for any reason, ; or (mxi) any action taken by Bank Lender that is authorized by this section or any other provision of any Loan DocumentFinancing Agreement. Until such time time, if any, as all of the Obligations have been fully, finally, and indefeasibly paid and performed in full and no portion of any commitment of Lender to Borrowers under any Financing Agreement remains in cash: (i) effect, each Borrower hereby waives Borrower's indebtedness, claims and postpones any right rights of subrogation it has subrogation, contribution, reimbursement, or may have as indemnity against any the other Borrower respect shall be fully and completely subordinated to the Obligations; and (ii) indefeasible repayment in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset full of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives until such indefeasible payment any defenses right to the enforcement of this Agreement enforce any remedy that it now has or any rights of Bank created or granted hereby or to the recovery by Bank hereafter may have against any Borrower or any other Person liable therefor of and waives the benefit of, or any deficiency after a judicial right to participate in, any Collateral now or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. hereafter held by Lender. (f) To the fullest extent permitted by applicable law, each Borrower expressly waives and agrees not to assert, any suretyship and all defenses in its favour based upon an election of remedies by Lender which destroys, diminishes, or benefits that it otherwise might affects such Borrower's subrogation rights against the other Borrower, or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTIONagainst any Obligor, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWand/or (except as explicitly provided for herein) any rights to proceed against the other Borrower, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANKor any other party liable to Lender, EVEN THOUGH THAT ELECTION OF REMEDIESfor reimbursement, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONScontribution, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAWindemnity, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISEor otherwise. 18.7 (g) Each Borrower warrants and each of them warrant and agree agrees that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy destroy, or otherwise adversely affect rights which Borrower Borrowers otherwise may have against any other Borrowereach other, Bank Lender, or others, or against Collateral, and that, under the circumstances, the waivers and consents herein given are reasonable and not contrary to public policy or law. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of all obligations under the Obligations Loan Documents ("Obligations") and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities other than such Borrower (including any other Borrower party hereto) and, in full recognition of that fact, each Borrower consents and agrees that the Bank may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation, or revocation of this Agreement by any one or more Borrowers, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (a) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval, or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents or any additional security or guaranties, or any condition covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; (d) accept partial payments on the Obligations; (e) receive and hold additional security or guaranties for the Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as the Bank in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Obligations or any part thereof; (h) settle, release on terms satisfactory to the Bank or by operation of applicable laws, or otherwise liquidate or enforce any Obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of any security and bid and purchase at any sale; or (i) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 . Upon the occurrence and during the continuance of any Event of Default, the Bank may enforce this Agreement independently as to each Borrower and independently of any other remedy or security the Bank at any time may have or hold in connection with the Obligations, and it shall not be necessary for the Bank to marshal assets in favor of any Borrower or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require the Bank to marshal assets in favor of any Borrower or any other Person or to proceed against any other Borrower or any Collateral provided by any Person, and agrees that the Bank may proceed against Borrowers or any Collateral in such order as it shall determine in its sole and absolute discretion. 18.3 . The Bank may file a separate action or actions against any Borrower, whether action is brought or prosecuted with respect to any security or against any other person, or whether any other person is joined in any such action or actions. Each Borrower agrees that the Bank and any Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of this Agreement. 18.4 . The Bank’s rights 's hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by the Bank, all as though such amount had not been paid. The rights of the Bank created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 . To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Borrower with respect to the Obligations (other than by reason of the full payment and performance of the Obligations), (b) the unenforceability or invalidity of any security or guaranty for the Obligations or lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all Obligations), (d) any failure of the to marshal assets in favor Bank of any Borrower or any other person, (e) any failure of the Bank to give notice of sale or other disposition of collateral to any Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) any failure of the Bank to comply with applicable law in connection with the sale or other disposition of any collateral or other security for any Obligation, including any failure of the Bank to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation, (g) any act or omission of the Bank or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations or any security or guaranty therefor by operation of law or otherwise, (gh) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation, (hi) any failure of the Bank to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (ij) the election by the Bank of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Codecode, (jk) any extension of credit or the grant of any lien under Section 364 of the Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Codecode, (1) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (km) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (ln) the avoidance of any lien in favor of the Bank for any reason, or (mo) any action taken by the Bank that is authorized by this section or any other provision of any Loan Document. Until such time as all of the Obligations have been fully, finally, and indefeasibly paid in full in cash: (i) each Borrower hereby waives and postpones any right of subrogation it has or may have as against any other Borrower respect to the Obligations; and (ii) in addition, each Borrower borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other Borrower. Each Borrower borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 . In the event that all or any part of the Obligations at any time are secured by any one or more deeds of trust or mortgages or other instruments creating or granting liens on any interests in real property, each Borrower authorizes the Bank, upon the occurrence of and during the continuance of any Event of Default, at its sole option, without notice or demand and without affecting the obligations of any Borrower, the enforceability of this Agreement, or the validity or enforceability of any Liens of th Bank , to foreclose any or all of such deeds of trust or mortgages or other instruments by judicial or nonjudicial sale. To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any defenses to the enforcement of this Agreement or any rights of the Bank created or granted hereby or to the recovery by the Bank against any Borrower or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. To the fullest extent permitted by applicable law, each Borrower expressly waives any suretyship defenses or benefits that it otherwise might or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY THE BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S 'S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISE. 18.7 . Borrower and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Borrower otherwise may have against any other Borrower, the Bank or others, or against Collateral. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. (a) Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities other than such Borrower (including any the other Borrower party heretoBorrowers) and, in full recognition of that fact, each Borrower consents and agrees that Bank Lender may, at any time and from time to time, without notice or demand, (except as provided in and in accordance with the terms of this Agreement), whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersBorrower, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (ai) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (bii) supplement supplement, restate, modify, amend, increase, decrease decrease, or waive, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents Financing Agreements or any additional security or guarantiesguarantees, or any condition condition, covenant, default, remedy, right, representation representation, or term thereof or thereunder; (ciii) accept new or additional instruments, documents documents, or agreements in exchange for or relative to any of the Loan Documents Financing Agreements or the Obligations or any part thereof; (div) accept partial payments on the Obligations; (ev) receive and hold additional security or guaranties guarantees for the Obligations or any part thereof; (fvi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any Collateral, security or guarantiesguarantees, and apply any Collateral or security and direct the order or manner of sale thereof as Bank Lender in its sole and absolute discretion may determine; (gvii) release any Person person from any personal liability with respect to the Obligations or any part thereof; (hviii) settle, release on terms satisfactory to Bank Lender or by operation of applicable laws, laws or otherwise liquidate or enforce any Obligations and any Collateral or security therefor or guaranty thereof in any manner, consent to the transfer of any Collateral or security and bid and purchase at any sale; or (iix) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other PersonBorrower, and correspondingly restructure any corresponding restructuring of the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 Upon the occurrence and during the continuance of any Event of Default, Bank (b) Lender may enforce this Agreement independently as to each Borrower and independently of any other remedy or security Bank Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank Lender to marshal assets in favor of any Borrower or any other Person Obligor or to proceed upon or against or exhaust any Collateral or security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require Bank to marshal assets in favor of any Borrower or any other Person or to proceed against any other Borrower or any Collateral provided by any Person, and agrees that Bank may proceed against Borrowers or any Collateral in such order as it shall determine in its sole and absolute discretion. 18.3 Bank may file a separate action or actions against any Borrower, whether action is brought or prosecuted with respect to any security or against any other person, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank and any Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of this Agreement. 18.4 Bank’s rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Bank, all as though such amount had not been paid. The rights of Bank created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Borrower with respect to the Obligations (other than by reason of the full payment and performance of the Obligations), (b) the unenforceability or invalidity of any security or guaranty for the Obligations or lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all Obligations), (d) any failure of the to marshal assets in favor Bank of any Borrower or any other person, (e) any failure of Bank to give notice of sale or other disposition of collateral to any Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) any act or omission of Bank or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations or any security or guaranty therefor by operation of law or otherwise, (g) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (h) any failure of Bank to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (l) the avoidance of any lien in favor of Bank for any reason, or (m) any action taken by Bank that is authorized by this section or any other provision of any Loan Document. Until such time as all of the Obligations have been fully, finally, and indefeasibly paid in full in cash: (i) each Borrower hereby waives and postpones any right of subrogation it has or may have as against any other Borrower respect to the Obligations; and (ii) in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any defenses to the enforcement of this Agreement or any rights of Bank created or granted hereby or to the recovery by Bank against any Borrower or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. To the fullest extent permitted by applicable law, each Borrower expressly waives any suretyship defenses or benefits that it otherwise might or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISE. 18.7 Borrower and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Borrower otherwise may have against any other Borrower, Bank or others, or against Collateral. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.or

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. (i) Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities other than such Borrower (including any the other Borrower party heretoBorrowers) and, in full recognition of that fact, each Borrower consents and agrees that Bank Agent and Lenders may, at any time and from time to time, without notice or demanddemand (except as provided in and in accordance with the terms of this Agreement), whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersBorrower, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (a) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement supplement, restate, modify, amend, increase, decrease decrease, or waive, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations or any part thereof, this Agreement, or any of the other Loan Documents or any additional security or guaranties, or any condition condition, covenant, default, remedy, right, representation representation, or term thereof or thereunder; (c) accept new or additional instruments, documents documents, or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; (d) accept partial payments on the Obligations; (e) receive and hold additional security or guaranties for the Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any Collateral, security or guaranties, and apply any Collateral or security and direct the order or manner of sale thereof as Bank Agent in its sole and absolute discretion may determine; (g) release any Person person from any personal liability with respect to the Obligations or any part thereof; (h) settle, release on terms satisfactory to Bank Agent or by operation of applicable laws, laws or otherwise liquidate or enforce any Obligations and any Collateral or security therefor or guaranty thereof in any manner, consent to the transfer of any Collateral or security and bid and purchase at any sale; or (i) consent to the merger, change, or any other restructuring or termination of the corporate or partnership limited liability company existence of any Borrower or any other PersonBorrower, and correspondingly restructure the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 Upon the occurrence and during the continuance of any Event of Default, Bank (ii) Agent may enforce this Agreement independently as to each Borrower and independently of any other remedy or security Bank Agent at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank Agent to marshal assets in favor of any Borrower or any other Person or to proceed upon or against or exhaust any Collateral or security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require Bank Agent to marshal assets in favor of any Borrower or any other Person guarantor of the Obligations or to proceed against any other Borrower or any Collateral provided by any PersonBorrower, and agrees that Bank Agent may proceed against Borrowers or any Collateral in such order as it Lender shall determine in its sole and absolute discretion. 18.3 Bank (iii) Agent may file a separate action or actions against any Borrower, whether such action is brought or prosecuted with respect to any security or against any other personguarantor of the Obligations, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank Agent and any each Borrower and any affiliate Affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy enforceability of this Agreement. Each Borrower, as a joint and several Borrower hereunder, expressly waives the benefit of any statute of limitations to the extent that benefits of any statute of limitations would be available as a result of its joint and several liability hereunder. 18.4 Bank’s (iv) Agent's and Lenders' rights hereunder shall be reinstated and revivedrxxxxxx, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by BankAgent or any Lender, all as though such amount had not been paid. The rights of Bank Agent created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any Collateral, or other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each (v) Each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Borrower with respect to the Obligations (other than by reason of the full payment and performance of the Obligations), ; (b) the unenforceability or invalidity of any security or guaranty for the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, ; (c) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all ObligationsObligations as required herein), ; (d) any failure of the Agent to marshal marshall assets in favor Bank of any Borrower or any other person, Borrower; (e) any failure of Bank Agent to give notice to any Borrower of sale or other disposition of collateral to any Collateral of another Borrower or any other Person or any defect in any notice that may be given in connection with any such sale or disposition of collateral, Collateral of any Borrower securing the Obligations; (f) any failure of Agent to comply with applicable law in connection with the sale or other disposition of any Collateral or other security of any Borrower, for any Obligation, including any failure of Lender to conduct a commercially reasonable sale or other disposition of any Collateral or other security of any Borrower for any Obligation; (g) any act or omission of Bank Agent or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations of any Borrower or any security or guaranty therefor by operation of law or otherwise, ; (gh) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation, ; (hi) any failure of Bank Agent to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, Borrower; (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (l) the avoidance of any lien or security interest in assets of any Borrower in favor of Bank Agent for any reason, ; or (mk) any action taken by Bank Agent that is authorized by this section or any other provision of any Loan Document. Until such time time, if any, as all of the Obligations have been fully, finally, and indefeasibly paid and performed in full and no portion of any commitment of Lenders to Borrowers under any Loan Document remains in cash: (i) effect, each Borrower hereby waives Borrower's indebtedness, claims and postpones any right rights of subrogation it has subrogation, contribution, reimbursement, or may have as indemnity against any the other Borrower respect Borrowers shall be fully and completely subordinated to the Obligations; and (ii) indefeasible repayment in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset full of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives until such indefeasible payment any defenses right to the enforcement of this Agreement enforce any remedy that it now has or any rights of Bank created or granted hereby or to the recovery by Bank hereafter may have against any Borrower or any other Person liable therefor of and waives the benefit of, or any deficiency after a judicial right to participate in, any Collateral now or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. hereafter held by Agent. (vi) To the fullest extent permitted by applicable law, each Borrower expressly waives and agrees not to assert, any suretyship and all defenses in its favor based upon an election of remedies by Agent or benefits that it otherwise might Lenders which destroys, diminishes, or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTIONaffects such Borrower's subrogation rights against the other Borrowers, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWor against any Guarantor, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANKand/or (except as explicitly provided for herein) any rights to proceed against each other Borrower, EVEN THOUGH THAT ELECTION OF REMEDIESor any other party liable to Agent or Lenders, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONSfor reimbursement, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAWcontribution, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDUREindemnity, OR OTHERWISEor otherwise. 18.7 Borrower (vii) Borrowers and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy destroy, or otherwise adversely affect rights which Borrower Borrowers otherwise may have against each other, Agent, any other BorrowerLender, Bank or others, or against Collateral, and that, under the circumstances, the waivers and consents herein given are reasonable and not contrary to public policy or law. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. Each Borrower Debtor acknowledges that the obligations of such Borrower Debtor undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons Persons or entities other than such Borrower Debtor (including any the other Borrower Debtors party hereto) and, in full recognition of that fact, each Borrower Debtor consents and agrees that Bank mayFoothill may (if it has so agreed with another Debtor), at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersDebtors, and without affecting the enforceability or continuing effectiveness hereof as to each BorrowerDebtor: (a) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents or any additional security or guarantiesguarantees, or any condition condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; (d) accept partial payments on the Obligations; (e) receive and hold additional security or guaranties guarantees for the Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, transfer or enforce any security or guarantiesguarantees, and apply any security and direct the order or manner of sale thereof as Bank Foothill in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Obligations or any part thereof; (h) settle, release on terms satisfactory to Bank Foothill or by operation of applicable laws, laws or otherwise liquidate or enforce any Obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of any security and bid and purchase at any sale; or (i) consent to the merger, change, change or any other restructuring or termination of the corporate or partnership existence of any Borrower Debtor or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring, restructuring or termination shall not affect the liability of any Borrower Debtor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 . Upon the occurrence and during the continuance of any Event of Default, Bank Foothill may enforce this Agreement independently as to each Borrower Debtor and independently of any other remedy or security Bank Foothill at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank Foothill to marshal assets in favor of any Borrower Debtor or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Borrower Debtor expressly waives any right to require Bank Foothill to marshal assets in favor of any Borrower Debtor or any other Person or to proceed against any other Borrower Debtor or any Collateral collateral provided by any Person, and agrees that Bank Foothill may proceed against Borrowers Debtors or any Collateral collateral in such order as it shall determine in its sole and absolute discretion. 18.3 Bank . Foothill may file a separate action or actions against any BorrowerDebtor, whether action is brought or prosecuted with respect to any security or against any other personPerson, or whether any other person Person is joined in any such action or actions. Each Borrower Debtor agrees that Bank Foothill and any Borrower Debtor and any affiliate Affiliate of any Borrower Debtor may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of this Agreement. 18.4 Bank’s . Foothill's rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by BankFoothill, all as though such amount had not been paid. The rights of Bank Foothill created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower Debtor and whether or not any other Borrower Debtor shall have any personal liability with respect thereto. 18.5 . To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantorlaw, each Borrower Debtor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Borrower Debtor with respect to the Obligations (other than by reason of the full payment and performance of the Obligations), (b) the unenforceability or invalidity of any security or guaranty for the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of any other Borrower Debtor (other than by reason of the full payment and performance of all Obligations), (d) any failure of the Foothill to marshal assets in favor Bank of any Borrower Debtor or any other personPerson, (e) any failure of Bank Foothill to give notice of sale or other disposition of collateral to any Borrower Debtor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral; provided, however, that the foregoing shall not be deemed to include a waiver by the Debtor that owns the subject collateral of notice of sale or other disposition thereof, (f) any failure of Foothill to comply with applicable law in connection with the sale or other disposition of any collateral or other security for any Obligation, including any failure of Foothill to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligation; provided, however, that the foregoing shall not be deemed to include a waiver, by the Debtor that owns the subject collateral, of the requirement of commercial reasonableness in connection with any such sale or other disposition, (g) any act or omission of Bank Foothill or others that directly or indirectly results in or aids the discharge or release of any Borrower of any Debtor or the Obligations or any security or guaranty therefor by operation of law or otherwise, (gh) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation, (hi) any failure of Bank Foothill to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (ij) the election by Bank Foothill of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (jk) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1l) any use of cash collateral under Section 363 of the Bankruptcy Code, (km) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (ln) the avoidance of any lien in favor of Bank Foothill for any reason, or (mo) any action taken by Bank Foothill that is authorized by this section or any other provision of any Loan Document. Until such time as all of the Obligations have been fully, finally, and indefeasibly paid in full in cash: (i) each Borrower Debtor hereby waives and postpones any right of subrogation it has or may have as against any other Borrower Debtor with respect to the Obligations; and (ii) in addition, each Borrower Debtor also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other BorrowerDebtor. Each Borrower Debtor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligationsdishonor, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 . In the event that all or any part of the Obligations at any time are secured by any one or more deeds of trust or mortgages or other instruments creating or granting liens on any interests in real property, each Debtor authorizes Foothill (or the Collateral Agent (or its agents) on Foothill's behalf), upon the occurrence of and during the continuance of any Event of Default, at its sole option, without notice or demand and without affecting the obligations of any Debtor, the enforceability of this Agreement, or the validity or enforceability of any liens of, or for the benefit of, Foothill on any collateral, to foreclose any or all of such deeds of trust or mortgages or other instruments by judicial or nonjudicial sale. To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower Debtor expressly waives any defenses to the enforcement of this Agreement or any rights of Bank Foothill created or granted hereby or to the recovery by Bank Foothill against any Borrower Debtor or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers Debtors and may preclude Borrowers Debtors from obtaining reimbursement or contribution from other BorrowersDebtors. To the fullest extent permitted by applicable law, each Borrower Each Debtor expressly waives any suretyship defenses or benefits that may be derived from California Code of Civil Procedure xx.xx. 580a, 580b, 580d or 726, or comparable provisions of the laws of any other jurisdiction, and all other suretyship defenses it otherwise might or would have under California law or other applicable law. Each Debtor expressly waives any right to receive notice of any judicial or nonjudicial foreclosure or sale of any real property or interest therein of another Debtor that is subject to any such deeds of trust or mortgages or other instruments and any Debtor's failure to receive any such notice shall not impair or affect such Debtor's obligations or the enforceability of this Agreement or any rights of Foothill created or granted hereby; provided, however, that the foregoing shall not be deemed to include a waiver, by the Debtor that owns the subject collateral, of any right to notice. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER DEBTOR WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANKFOOTHILL, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S DEBTOR'S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS PRINCIPAL DEBTOR BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO OF SECTION 580d OF THE CODE OF CIVIL PROCEDURE, PROCEDURE OR OTHERWISE. 18.7 Borrower . Debtors and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Borrower Debtors otherwise may have against any other BorrowerDebtors, Bank Foothill or others, or against Collateral. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly Inc., L.P. and severallyNBF (for the purposes of this Section 11.4, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are each a primary and original obligation of "Debtor") each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. Each Borrower acknowledges acknowledge that the obligations of such Borrower Debtor undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities Persons other than such Borrower Debtor (including any the other Borrower Debtor party hereto) and, in full recognition of that fact, each Borrower Debtor consents and agrees that Bank Foothill may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersDebtors, and without affecting the enforceability or continuing effectiveness hereof as to each BorrowerDebtor: (a) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement supplement, restate, modify, amend, increase, decrease or waivewaiver, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents or any additional security or guaranties, or any condition condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; (d) accept partial payments on the Obligations; (e) receive and hold additional security or guaranties for the Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, transfer or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Bank Foothill in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Obligations or any part thereof; (h) settle, release on terms satisfactory to Bank Foothill or by operation of applicable laws, laws or otherwise liquidate or enforce any Obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of any security and bid and purchase at any sale; or (i) consent to the merger, change, change or any other restructuring or termination of the corporate corporate, partnership or partnership other form of existence of any Borrower Debtor or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring, restructuring or termination shall not affect the liability of any Borrower Debtor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 . Upon the occurrence and during the continuance of any Event of Default, Bank Foothill may enforce this Agreement independently as to each Borrower Debtor and independently of any other remedy or security Bank Foothill at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank Foothill to marshal assets in favor of any Borrower Debtor or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Borrower Debtor expressly waives any right to require Bank Foothill to marshal assets in favor of any Borrower Debtor or any other Person or to proceed against any other Borrower Debtor or any Collateral collateral provided by any Person, and agrees that Bank Foothill may proceed against Borrowers Debtors or any Collateral collateral in such order as it shall determine in its sole and absolute discretion. 18.3 Bank . Foothill may file a separate action or actions against any BorrowerDebtor, whether action is brought or prosecuted with respect to any security or against any other personPerson, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank and any Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of this Agreement. 18.4 Bank’s Foothill's rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required requested to be restored or returned by BankFoothill, all as though such amount had not been paid. The rights of Bank Foothill created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower Debtor and whether or not any other Borrower Debtor shall have any personal liability with respect thereto. 18.5 . To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantorlaw, each Borrower Debtor expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Borrower Debtor with respect to the Obligations (other than by reason of the full payment and performance of the Obligations), (b) the unenforceability or invalidity of any security or guaranty for the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of any other Borrower Debtor (other than by reason of the full payment and performance of all Obligations), (d) any failure of the Foothill to marshal assets in favor Bank of any Borrower Debtor or any other personPerson, (e) any failure of Bank Foothill to give notice of sale or other disposition of collateral Collateral to any Borrower Debtor or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateralCollateral, (f) any failure of Foothill to comply with applicable law in connection with the sale or other disposition of any Collateral or other security for any Obligation, including any failure of Foothill to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any Obligation, (g) any act or omission of Bank Foothill or others that directly or indirectly results in or aids the discharge or release of any Borrower Debtor or the Obligations or any security or guaranty therefor by operation of law or otherwise, (gh) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation, (hi) any failure of Bank Foothill to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (ij) the election by Bank Foothill of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (jk) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Sectxxx 000 xx xxx Xxxxxx Xxxxxx Xxxkruptcy Code, (1) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (km) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (ln) the avoidance of any lien in favor of Bank Foothill for any reason, or (mo) any action taken by Bank Foothill that is authorized by this section Section or any other provision of any Loan Document. Until such time as all of the Obligations have been fully, finally, and indefeasibly paid in full in cash: (i) each Borrower Debtor hereby waives and postpones any right of subrogation it has or may have as against any other Borrower Debtor with respect to the Obligations; and (ii) in addition, each Borrower Debtor also hereby waives and postpones In the event that all or any right part of the Obligations at any time are secured by any one or more deeds of trust or mortgages or other instruments creating or granting liens on any interests in real property, each Debtor authorizes Foothill on Foothill's behalf, upon the occurrence of and during the continuance of any Event of Default, at its sole option, without notice or demand and without affecting the obligations of any Debtor, the enforceability of this Agreement, or the validity or enforceability of any liens of, or for the benefit of, Foothill on any Collateral, to proceed foreclose any or all of such deeds of trust or mortgages or other instruments by judicial or nonjudicial sale. Without limiting the foregoing and without waiving the benefits of California Commercial Code Section 9501, each Debtor specifically agrees that action maintained by Foothill for the appointment of any receiver, trustee or custodian to collect rents, issues or profits or to seek recourse against or with respect to obtain possession of any property or asset shall not constitute an "action" within the meaning of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or Section 726 of the existence, creation or incurring California Code of new or additional Obligations. 18.6 Civil Procedure. To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower Debtor expressly waives any defenses to the enforcement of this Agreement or any rights of Bank Foothill created or granted hereby or to the recovery by Bank Foothill against any Borrower Debtor or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers Debtors and may preclude Borrowers Debtors from obtaining reimbursement or contribution from other BorrowersDebtors. To the fullest extent permitted by applicable law, each Borrower Each Debtor expressly waives (i) any suretyship defenses or benefits that it otherwise might or would have under applicable law, and (ii) the right, if any, to require Foothill to disclose to such Debtor any information it may now have or hereafter acquire concerning the other Debtor's character, credit, Collateral, financial condition or other matters. Each Debtor has established adequate means to obtain from the other Debtor on a continuing basis financial and other information pertaining to such Debtor's business and affairs, and assumes the responsibility for being and keeping itself informed of the financial and other conditions of the other Debtor and of all circumstances bearing upon the risk of nonpayment of the Obligations which diligent inquiry would reveal. Each Debtor expressly waives any right to receive notice of any judicial or nonjudicial foreclosure or sale of any real property or interest therein of another Debtor that is subject to any such deeds of trust or mortgages or other instruments and any Debtor's failure to receive any such notice shall not impair or affect such Debtor's obligations or the enforceability of this Agreement or any rights of Foothill created or granted hereby. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER DEBTOR WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANKFOOTHILL, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S DEBTOR'S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS PRINCIPAL DEBTOR BY Amended and Restated Loan and Security Agreement--Page 44 45 THE OPERATION OF LAW, INCLUDING INCLUDING, BUT NOT LIMITED TO TO, SECTION 580d 580D OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, OR OTHERWISE. 18.7 Borrower . FURTHER, BORROWER EXPRESSLY WAIVES ANY RIGHT, DEFENSE OR BENEFIT UNDER CALIFORNIA CIVIL CODE SECTIONS 2809, 2810, 2819, 2845, 2849, 2850 AND 2855, AND CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 337, 580A AND 580B, AND MY AMENDMENTS THERETO. Foothill need not inquire into the powers of any of the Debtors or the authority of any of their respective officers, directors, partners or agents acting or purporting to act in their behalf, and any obligations created in reliance upon the purported exercise of such power or authority is hereby guaranteed. All obligations of Debtors to Foothill heretofore, now or hereafter created shall be deemed to have been granted at Debtors' special insistence and request and in consideration of and in reliance upon this Agreement. Debtors and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Borrower Debtors otherwise may have against any other BorrowerDebtors, Bank Foothill or others, or against Collateral. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. (i) Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities other than such Borrower (including any the other Borrower party heretoBorrower) and, in full recognition of that fact, each Borrower consents and agrees that Bank Lender may, at any time and from time to time, without notice or demanddemand (except as provided in and in accordance with the terms of this Agreement), whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersBorrower, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (a) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement supplement, restate, modify, amend, increase, decrease decrease, or waive, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations or any part thereof, this Agreement, or any of the Loan Documents or any additional security or guarantiesguarantees, or any condition condition, covenant, default, remedy, right, representation representation, or term thereof or thereunder; (c) accept new or additional instruments, documents documents, or agreements in exchange for or relative to any of the Loan loan Documents or the Obligations or any part thereof; (d) accept partial payments on the Obligations; (e) receive and hold additional security or guaranties guarantees for the Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any Collateral, security or guarantiesguarantees, and apply any Collateral or security and direct the order or manner of sale thereof as Bank Lender in its sole and absolute discretion may determine; (g) release any Person person from any personal liability with respect to the Obligations or any part thereof; (h) settle, release on terms satisfactory to Bank Lender or by operation of applicable laws, laws or otherwise liquidate or enforce any Obligations and any Collateral or security therefor or guaranty thereof in any manner, consent to the transfer of any Collateral or security and bid and purchase at any sale; or (i) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other PersonBorrower, and correspondingly restructure the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 Upon the occurrence and during the continuance of any Event of Default, Bank (ii) Lender may enforce this Agreement independently as to each Borrower and independently of any other remedy or security Bank Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank Lender to marshal assets in favor of any Borrower or any other Person or to proceed upon or against or exhaust any Collateral or security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require Bank Lender to marshal assets in favor of any Borrower or any other Person guarantor of the Obligations or to proceed against any other Borrower or any Collateral provided by any PersonBorrower, and agrees that Bank Lender may proceed against Borrowers or any Collateral in such order as it Lender shall determine in its sole and absolute discretion. 18.3 Bank (iii) Lender may file a separate action or actions against any Borrower, whether such action is brought or prosecuted with respect to any security or against any other personguarantor of the Obligations, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank Lender and any each Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy enforceability of this Agreement. Each Borrower, as a joint and several Borrower hereunder, expressly waives the benefit of any statute of limitations affecting its joint and several liability hereunder or the enforcement of the Obligations or any rights of Lender created or granted herein. 18.4 Bank’s (iv) Lender's rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by BankLender, all as though such amount had not been paid. The rights of Bank Lender created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any Collateral, other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each (v) Each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Borrower with respect to the Obligations (other than by reason of the full payment and performance of the Obligations), ; (b) the unenforceability or invalidity of any security or guaranty for the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, ; (c) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all ObligationsObligations as required herein), ; (d) any failure of the Lender to marshal xxxxxxxx assets in favor Bank of any Borrower or any other person, Borrower; (e) any failure of Bank Lender to give notice to any Borrower of sale or other disposition of collateral to any Collateral of another Borrower or any other Person or any defect in any notice that may be given in connection with any such sale or disposition of collateral, Collateral of any Borrower securing the Obligations; (f) any failure of Lender to comply with applicable law in connection with the sale or other disposition of any Collateral or other security of any Borrower, for any Obligation, including any failure of Lender to conduct a commercially reasonable sale or other disposition of any Collateral or other security of any Borrower for any Obligation; (g) any act or omission of Bank Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations of any Borrower or any security or guaranty therefor by operation of law or otherwise, ; (gh) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation, ; (hi) any failure of Bank Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, Borrower; (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (l) the avoidance of any lien or security interest in assets of any Borrower in favor of Bank Lender for any reason, ; or (mk) any action taken by Bank Lender that is authorized by this section or any other provision of any Loan Document. Until such time time, if any, as all of the Obligations have been fully, finally, and indefeasibly paid and performed in full and no portion of any commitment of Lender to Borrowers under any Loan Document remains in cash: (i) effect, each Borrower hereby waives Borrowers' indebtedness, claims and postpones any right rights of subrogation it has subrogation, contribution, reimbursement, or may have as indemnity against any the other Borrower respect Borrowers shall be fully and completely subordinated to the Obligations; and (ii) indefeasible repayment in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset full of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives until such indefeasible payment any defenses right to the enforcement of this Agreement enforce any remedy that it now has or any rights of Bank created or granted hereby or to the recovery by Bank hereafter may have against any Borrower or any other Person liable therefor of and waives the benefit of, or any deficiency after a judicial right to participate in, any Collateral now or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. hereafter held by Lender. (vi) To the fullest extent permitted by applicable law, each Borrower expressly waives and agrees not to assert, any suretyship and all defenses in its favor based upon an election of remedies by Lender which destroys, diminishes, or benefits that it otherwise might affects such Borrower's subrogation rights against the other Borrowers, or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTIONagainst any Guarantor, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWand/or (except as explicitly provided for herein) any rights to proceed against each other Borrower, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANKor any other party liable to Lender, EVEN THOUGH THAT ELECTION OF REMEDIESfor reimbursement, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONScontribution, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAWindemnity, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISEor otherwise. 18.7 Borrower (vii) Borrowers and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy destroy, or otherwise adversely affect rights which Borrower Borrowers otherwise may have against any other Borrowereach other, Bank Lender, or others, or against Collateral, and that, under the circumstances, the waivers and consents herein given are reasonable and not contrary to public policy or law. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 (a) Each Borrower acknowledges and agrees that it the Obligations undertaken herein are direct and primary obligations and that each such Borrower is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of severally obligated thereon with the other BorrowerBorrowers. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities other than such Borrower (including any other Borrower party hereto) and, in In full recognition of that factthereof, each Borrower consents and agrees that Bank Lender may, at any time and from time to time, without notice or demand, (except as provided in and in accordance with the terms of this Agreement), whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersBorrower, and without affecting the enforceability or continuing effectiveness hereof as to each Borrower: (ai) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (bii) supplement supplement, restate, modify, amend, increase, decrease decrease, or waive, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents Agreements or any additional security or guarantiesguarantees, or any condition condition, covenant, default, remedy, right, representation representation, or term thereof or thereunder; (ciii) accept new or additional instruments, documents documents, or agreements in exchange for or relative to any of the Loan Documents Agreements or the Obligations or any part thereof; (div) accept partial payments on the Obligations; (ev) receive and hold additional security or guaranties guarantees for the Obligations or any part thereof; (fvi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any Collateral, security or guarantiesguarantees, and apply any Collateral or security and direct the order or manner of sale thereof as Bank Agent in its sole and absolute discretion may determine; (gvii) release any Person person from any personal liability with respect to the Obligations or any part thereof; (hviii) settle, release on terms satisfactory to Bank Agent or by operation of applicable laws, laws or otherwise liquidate or enforce any Obligations and any Collateral or security therefor or guaranty thereof in any manner, consent to the transfer of any Collateral or security and bid and purchase at any sale; or (iix) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other PersonBorrower, and correspondingly restructure any corresponding restructuring of the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 Upon the occurrence (b) Agent and during the continuance of any Event of Default, Bank Lenders may enforce this Agreement independently as to each Borrower and independently of any other remedy or security Bank Agent at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank Lender to marshal assets in favor of any Borrower or any other Person guarantor or to proceed upon or against or exhaust any Collateral or security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right fight to require Bank Agent to marshal assets in favor of any Borrower or any other Person guarantor of the Obligations or to proceed against any other Borrower or any Collateral provided by any PersonBorrower, and agrees that Bank Agent may proceed against Borrowers or any Collateral or any guarantor in such order as it Lender shall determine in its sole and an absolute discretion. 18.3 Bank (c) Agent may file a separate action or actions against any Borrower, whether such action is brought or prosecuted with respect to any security or against any other personguarantor of the Obligations, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank Agent and any each Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy enforceability of this Agreement. Each Borrower, as a joint and several Borrower hereunder, expressly waives the benefit of any statute of limitations affecting its joint and several liability hereunder (but not its primary liability) or the enforcement of the Obligations or any rights of Lender created or granted herein. 18.4 Bank’s (d) Agent's and Lenders' rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by BankAgent or a Lender, all as though such amount had not been paid. The rights of Bank Agent and Lenders created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any Collateral, other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each (e) Each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (ai) any disability or other defense of any other Borrower with respect to the Obligations Obligations; (other than by reason of the full payment and performance of the Obligations), (bii) the unenforceability or invalidity of any security or guaranty for the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, ; (ciii) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all Obligations), ; (div) any failure of the Lender to marshal assets in favor Bank of any Borrower or any other person, Borrower; (e) any failure of Bank to give notice of sale or other disposition of collateral to any Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (fv) any act or omission of Bank Lender or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations of any Borrower or any security or guaranty therefor by operation of law or otherwise, ; (gvi) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation, ; (hvii) any failure of Bank Agent or any Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, Borrower; (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (lviii) the avoidance of any lien or security interest in assets of any Borrower in favor of Bank Lender for any reason, ; or (mix) any action taken by Bank Agent or any Lender that is authorized by this section or any other provision of any Loan DocumentAgreements. Until such time time, if any, as all of the Obligations have been fully, finally, and indefeasibly paid and performed in full and no portion of any commitment of Lenders to Borrowers under any Loan Agreement remains in cash: (i) effect, each Borrower hereby waives Borrower's indebtedness, claims and postpones any right rights of subrogation it has subrogation, contribution, reimbursement, or may have as indemnity against any the other Borrower respect Borrowers shall be fully and completely subordinated to the Obligations; and (ii) indefeasible repayment in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset full of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives until such indefeasible payment any defenses right to the enforcement of this Agreement enforce any remedy that it now has or any rights of Bank created or granted hereby or to the recovery by Bank hereafter may have against any Borrower or any other Person liable therefor of and waives the benefit of, or any deficiency after a judicial fight to participate in, any Collateral now or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. hereafter held by Agent. (f) To the fullest extent permitted by applicable law, each Borrower expressly waives and agrees not to assert, any suretyship and all defenses in its favor based upon an election of remedies by Agent or benefits that it otherwise might Lenders which destroys, diminishes, or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTIONaffects such Borrower's subrogation rights against the other Borrowers, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWor against any guarantor, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANKand/or (except as explicitly provided for herein) any rights to proceed against each other Borrower, EVEN THOUGH THAT ELECTION OF REMEDIESor any other party liable to Lender, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONSfor reimbursement, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAWcontribution, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDUREindemnity, OR OTHERWISEor otherwise. 18.7 Borrower (g) Borrowers and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy destroy, or otherwise adversely affect rights which Borrower Borrowers otherwise may have against any other Borrowereach other, Bank Agent, Lenders, or others, or against Collateral, and that, under the circumstances, the waivers and consents herein given are reasonable and not contrary to public policy or law. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 (a) Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. Each Borrower US Credit Party acknowledges that the obligations of such Borrower US Credit Party undertaken herein might be construed to consist, at least in part, of the guaranty guarantee of obligations of persons or entities other than such Borrower US Credit Party (including any the other Borrower party heretoUS Credit parties) and, in full recognition of that factfact and in full recognition of the joint and several and direct and primary liability of each US Credit Party hereunder for the Obligations, each Borrower US Credit Party consents and agrees that Bank (A) in the case of the US Revolving Obligations, the Revolving Administrative Agent and Revolving Lenders, (B) in the case of the Canadian Obligations, the Canadian Agent and the Canadian Lender and (C) in the case of LC Facility Obligations, the LC Facility Administrative Agent and LC Facility Lenders, may, at any time and from time to time, without notice or demanddemand (except as provided in and in accordance with the terms of this Agreement), whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersUS Credit Party, and without affecting the enforceability or continuing effectiveness hereof as to each BorrowerUS Credit Party: (ai) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (bii) supplement supplement, restate, modify, amend, increase, decrease decrease, or waive, or enter into or give any agreement, approval, approval or consent with respect to, to any of the Obligations or any part thereof, or any of the Loan Documents Financing Agreements or any additional security or guarantiesguarantees, or any condition condition, covenant, default, remedy, right, representation representation, or term thereof or thereunder; (ciii) accept new or additional instruments, documents documents, or agreements in exchange for or relative to any of the Loan Documents Financing Agreements or the Obligations or any part thereof; (div) accept partial payments on any of the Obligations; (ev) receive and hold additional security or guaranties guarantees for the Obligations or any part thereof; (fvi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any security or guarantiesguarantees, and apply any security and direct the order or manner of sale thereof as Bank such Administrative Agent in its sole and absolute discretion may determine; (gvii) release any Person person from any personal liability with respect to the Obligations or any part thereof; (hviii) settle, release on terms satisfactory to Bank such Administrative Agent or by operation of applicable laws, laws or otherwise liquidate or enforce any Obligations and any security therefor or guaranty thereof thereof, respectively, in any manner, consent to the transfer of any security and bid and purchase at any sale; or (iix) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other PersonUS Credit Party, and correspondingly restructure the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower US Credit Party or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 Upon the occurrence and during the continuance of any Event of Default, Bank (b) Any Secured Party may enforce its rights under this Agreement independently as to each Borrower Credit Party and independently of any other remedy or security Bank security. Any Secured Party at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank any Secured Party to marshal assets in favor of any Borrower or any other Person Credit Party or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Borrower Credit Party expressly waives any right to require Bank any Secured Party to marshal assets in favor of any Borrower or any other Person Credit Party of the Obligations of such Credit Party or to proceed against any other Borrower or any Collateral provided by any PersonUS Credit Party, and agrees that Bank Accounts Collateral Agent may proceed against Borrowers US Credit Parties or any US Accounts Collateral in such order as it Accounts Collateral Agent shall determine in its sole and absolute discretion. 18.3 Bank (c) Any Secured Party may each file a separate action or actions against any BorrowerCredit Party with respect to such Credit Party’s Obligations, whether such action is brought or prosecuted with respect to any security or against any other personguarantor of such Credit Party, or whether any other person is joined in any such action or actions. Each Borrower Credit Party agrees that Bank any of the Secured Parties and any Borrower Credit Party and any affiliate of any Borrower Credit Party may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of this Agreement. Each Credit Party, as a joint and several Credit Party and guarantor hereunder with respect to such Credit Party’s Obligations, expressly waives the benefit of any statute of limitations affecting its joint and several liability and guarantee hereunder (but not its primary liability) or the enforcement of the Obligations of such Credit Party or any rights of any Secured Party created or granted herein. 18.4 Bank(d) Any Secured Party’s rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations of any Credit Party, which thereafter shall be required to be restored or returned by Banksuch Agent or Lender, all as though such amount had not been paid. The rights of Bank the Secured Party created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations of such Credit Party, even though the such Obligations, including any part thereof or any other security or guaranty therefor, respectively, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower Credit Party and whether or not any other Borrower Credit Party shall have any personal liability with respect thereto. 18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each Borrower (e) Each Credit Party expressly waives any and all defenses now or hereafter arising or asserted by reason of (ai) any disability or other defense of any other Borrower Credit Party with respect to the Obligations such Credit Party’s Obligations; (other than by reason of the full payment and performance of the Obligations), (bii) the unenforceability or invalidity of any security or guaranty for the such Credit Party’s Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the such Credit Party’s Obligations, ; (ciii) the cessation for any cause whatsoever of the liability of any other Borrower such Credit Party (other than by reason of the full payment and performance of all of such Credit Party’s Obligations), ; (div) any failure of the any Secured Party to marshal assets in favor Bank of any Borrower or any other person, Credit Party; (ev) any failure of Bank any Secured Party to give notice to any Credit Party of sale or other disposition of collateral to any Borrower or any other Person Collateral of another Credit Party or any defect in any notice that may be given in connection with any such sale or disposition of collateralCollateral of any Credit Party securing the Obligations of such Credit Party; (vi) any failure of any Secured Party to comply with applicable law in connection with the sale or other disposition of any Collateral or other security of any Credit Party, for any Obligations of such Credit Party, including any failure of any Secured Party to conduct a commercially reasonable sale or other disposition of any Collateral or other security of any other Credit Party for any Obligations of such Credit Party; (fvii) any act or omission of Bank any Secured Party or others that directly or indirectly results in or aids the discharge or release of any Borrower other Credit Party or the any Obligations of any other Credit Party or any security or guaranty therefor by operation of law or otherwise, ; (gviii) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, ; (hix) any failure of Bank any Secured Party to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, Credit Party; (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (lx) the avoidance of any lien Lien or security interest in assets of any other Credit Party in favor of Bank any Secured Party for any reason, ; or (mxi) any action taken by Bank any Secured Party that is authorized by this section or any other provision of any Loan DocumentFinancing Agreement. Until such time time, if any, as all of the Obligations of any Credit Party have been fullyindefeasibly paid and performed in full and no portion of any commitment of any Secured Party to such Credit Party under any Financing Agreement remains in effect (or in the case of the Canadian Borrowers, finallyprior to the Discharge of Revolving Obligations), such Credit Parties’ rights of subrogation, contribution, reimbursement, or indemnity against the other shall be fully and completely subordinated to the indefeasible repayment in full of such Credit Parties’ Obligations, and indefeasibly paid in full in cash: (i) each Borrower hereby Credit Party expressly waives and postpones any right of subrogation to enforce any remedy that it now has or hereafter may have as against any other Borrower respect to Person and waives the Obligations; and (ii) in additionbenefit of, each Borrower also hereby waives and postpones or any right to proceed participate in, any Collateral now or to seek recourse against or with respect to hereafter held by any property or asset of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional ObligationsSecured Party. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any defenses to the enforcement of this Agreement or any rights of Bank created or granted hereby or to the recovery by Bank against any Borrower or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. (f) To the fullest extent permitted by applicable law, each Borrower Credit Party expressly waives and agrees not to assert, any suretyship and all defenses in its favor based upon an election of remedies by any Secured Party which destroys, diminishes, or benefits that it otherwise might affects such Credit Party’s subrogation rights against the other Credit Parties and/or (except as explicitly provided for herein) any rights to proceed against each other Credit Party, or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTIONany other party liable to any Secured Party, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWfor reimbursement, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANKcontribution, EVEN THOUGH THAT ELECTION OF REMEDIESindemnity, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISEor otherwise. 18.7 Borrower (g) Each Credit Party warrants and each of them warrant and agree agrees that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy destroy, or otherwise adversely affect rights which Borrower such Credit Party otherwise may have against any the other BorrowerCredit Parties or the Secured Parties, Bank or others, or against the Collateral, and that, under the circumstances, the waivers and consents herein given are reasonable. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective limited to the extent required in order to be enforceable under applicable law. (h) Notwithstanding any provision herein to the contrary, the joint and several liability and guarantees of the Canadian Borrowers shall be limited to the maximum extent amount permitted by lawunder any laws to which a Canadian Borrower is subject.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly and severally, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. Each Borrower US Credit Party acknowledges that the obligations of such Borrower US Credit Party undertaken herein might be construed to consist, at least in part, of the guaranty guarantee of obligations of persons or entities other than such Borrower US Credit Party (including any the other Borrower party heretoUS Credit parties) and, in full recognition of that factfact and in full recognition of the joint and several and direct and primary liability of each US Credit Party hereunder for the Obligations, each Borrower US Credit Party consents and agrees that Bank (A) in the case of the US Revolving Obligations, the Revolving Administrative Agent and Revolving Lenders, (B) in the case of the Canadian Obligations, the Canadian Agent and the Canadian Lender and (C) in the case of LC Facility Obligations, the LC Facility Administrative Agent, LC Facility Lenders and Term Loan Lenders, may, at any time and from time to time, without notice or demanddemand (except as provided in and in accordance with the terms of this Agreement), whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersUS Credit Party, and without affecting the enforceability or continuing effectiveness hereof as to each BorrowerUS Credit Party: (ai) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (bii) supplement supplement, restate, modify, amend, increase, decrease decrease, or waive, or enter into or give any agreement, approval, approval or consent with respect to, to any of the Obligations or any part thereof, or any of the Loan Documents Financing Agreements or any additional security or guarantiesguarantees, or any condition condition, covenant, default, remedy, right, representation representation, or term thereof or thereunder; (ciii) accept new or additional instruments, documents documents, or agreements in exchange for or relative to any of the Loan Documents Financing Agreements or the Obligations or any part thereof; (div) accept partial payments on any of the Obligations; (ev) receive and hold additional security or guaranties guarantees for the Obligations or any part thereof; (fvi) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, or enforce any security or guarantiesguarantees, and apply any security and direct the order or manner of sale thereof as Bank such Administrative Agent in its sole and absolute discretion may determine; (gvii) release any Person person from any personal liability with respect to the Obligations or any part thereof; (hviii) settle, release on terms satisfactory to Bank such Administrative Agent or by operation of applicable laws, laws or otherwise liquidate or enforce any Obligations and any security therefor or guaranty thereof thereof, respectively, in any manner, consent to the transfer of any security and bid and purchase at any sale; or (iix) consent to the merger, change, or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other PersonUS Credit Party, and correspondingly restructure the Obligations, and any such merger, change, restructuring, or termination shall not affect the liability of any Borrower US Credit Party or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 Upon the occurrence and during the continuance of any Event of Default, Bank may enforce this Agreement independently as to each Borrower and independently of any other remedy or security Bank at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank to marshal assets in favor of any Borrower or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require Bank to marshal assets in favor of any Borrower or any other Person or to proceed against any other Borrower or any Collateral provided by any Person, and agrees that Bank may proceed against Borrowers or any Collateral in such order as it shall determine in its sole and absolute discretion. 18.3 Bank may file a separate action or actions against any Borrower, whether action is brought or prosecuted with respect to any security or against any other person, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank and any Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of this Agreement. 18.4 Bank’s rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Bank, all as though such amount had not been paid. The rights of Bank created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Borrower with respect to the Obligations (other than by reason of the full payment and performance of the Obligations), (b) the unenforceability or invalidity of any security or guaranty for the Obligations or lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all Obligations), (d) any failure of the to marshal assets in favor Bank of any Borrower or any other person, (e) any failure of Bank to give notice of sale or other disposition of collateral to any Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) any act or omission of Bank or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations or any security or guaranty therefor by operation of law or otherwise, (g) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (h) any failure of Bank to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (l) the avoidance of any lien in favor of Bank for any reason, or (m) any action taken by Bank that is authorized by this section or any other provision of any Loan Document. Until such time as all of the Obligations have been fully, finally, and indefeasibly paid in full in cash: (i) each Borrower hereby waives and postpones any right of subrogation it has or may have as against any other Borrower respect to the Obligations; and (ii) in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any defenses to the enforcement of this Agreement or any rights of Bank created or granted hereby or to the recovery by Bank against any Borrower or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. To the fullest extent permitted by applicable law, each Borrower expressly waives any suretyship defenses or benefits that it otherwise might or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISE. 18.7 Borrower and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Borrower otherwise may have against any other Borrower, Bank or others, or against Collateral. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly Inc., L.P. and severallyNBF (for the purposes of this Section 11.4, directly, and primarily liable to Bank for payment in full of the Obligations and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are each a primary and original obligation of "Debtor") each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. Each Borrower acknowledges acknowledge that the obligations of such Borrower Debtor undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities Persons other than such Borrower Debtor (including any the other Borrower Debtor party hereto) and, in full recognition of that fact, each Borrower Debtor consents and agrees that Bank Lender may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersDebtors, and without affecting the enforceability or continuing effectiveness hereof as to each BorrowerDebtor: (a) supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement supplement, restate, modify, amend, increase, decrease or waivewaiver, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents or any additional security or guaranties, or any condition condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; (d) accept partial payments on the Obligations; (e) receive and hold additional security or guaranties for the Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, transfer or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Bank Lender in its sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Obligations or any part thereof; (h) settle, release on terms satisfactory to Bank Lender or by operation of applicable laws, laws or otherwise liquidate or enforce any Obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of any security and bid and purchase at any sale; or (i) consent to the merger, change, change or any other restructuring or termination of the corporate corporate, partnership or partnership other form of existence of any Borrower Debtor or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring, restructuring or termination shall not affect the liability of any Borrower Debtor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations. 18.2 . Upon the occurrence and during the continuance of any Event of Default, Bank Lender may enforce this Agreement independently as to each Borrower Debtor and independently of any other remedy or security Bank Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Bank Lender to marshal assets in favor of any Borrower Debtor or any other Person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Borrower Debtor expressly waives any right to require Bank Lender to marshal assets in favor of any Borrower Debtor or any other Person or to proceed against any other Borrower Debtor or any Collateral collateral provided by any Person, and agrees that Bank Lender may proceed against Borrowers Debtors or any Collateral collateral in such order as it shall determine in its sole and absolute discretion. 18.3 Bank may file a separate action or actions against any Borrower, whether action is brought or prosecuted with respect to any security or against any other person, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank and any Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of this Agreement. 18.4 Bank’s rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Bank, all as though such amount had not been paid. The rights of Bank created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any other Borrower with respect to the Obligations (other than by reason of the full payment and performance of the Obligations), (b) the unenforceability or invalidity of any security or guaranty for the Obligations or lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of any other Borrower (other than by reason of the full payment and performance of all Obligations), (d) any failure of the to marshal assets in favor Bank of any Borrower or any other person, (e) any failure of Bank to give notice of sale or other disposition of collateral to any Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) any act or omission of Bank or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations or any security or guaranty therefor by operation of law or otherwise, (g) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (h) any failure of Bank to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (l) the avoidance of any lien in favor of Bank for any reason, or (m) any action taken by Bank that is authorized by this section or any other provision of any Loan Document. Until such time as all of the Obligations have been fully, finally, and indefeasibly paid in full in cash: (i) each Borrower hereby waives and postpones any right of subrogation it has or may have as against any other Borrower respect to the Obligations; and (ii) in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any defenses to the enforcement of this Agreement or any rights of Bank created or granted hereby or to the recovery by Bank against any Borrower or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. To the fullest extent permitted by applicable law, each Borrower expressly waives any suretyship defenses or benefits that it otherwise might or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISE. 18.7 Borrower and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Borrower otherwise may have against any other Borrower, Bank or others, or against Collateral. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

Suretyship Waivers and Consents. 18.1 Each Borrower agrees that it is jointly (a) Unless the context clearly indicates to the contrary, each covenant, agreement, obligation, representation and severally, directly, and primarily liable to Bank for payment in full warranty of the Obligations Borrowers contained herein constitutes the joint and that such liability is independent of the duties, obligations and liabilities of the other Borrower. The Loan Documents are a primary and original obligation several undertaking of each Borrower, are not the creation of a surety relationship, and are an absolute, unconditional, and continuing promise of payment and performance which shall remain in full force and effect without respect to future changes in conditions, including any change of law or any invalidity or irregularity with respect to the Loan Documents. . (b) Each Borrower acknowledges that the obligations of such Borrower undertaken herein might be construed to consist, at least in part, of the guaranty of obligations of persons or entities the other than such Borrower (including any other Borrower party hereto) Borrowers and, in full recognition of that fact, each Borrower consents and agrees that Bank the Lender may, at any time and from time to time, without notice or demand, whether before or after any actual or purported termination, repudiation, repudiation or revocation of this Agreement by any one or more BorrowersBorrower, and without affecting the enforceability or continuing effectiveness hereof as to each such Borrower: (ai) with the consent of the other Borrowers, supplement, restate, modify, amend, increase, decrease, extend, renew, accelerate, renew or otherwise change the time for payment or the terms of the Obligations this Agreement or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (bii) supplement supplement, restate, modify, amend, increase, decrease or waive, or enter into or give any agreement, approval, approval or consent with respect to, the Obligations this Agreement or any part thereof, or any of the Loan Documents or any additional security or guarantiesSecurity Documents, or any condition condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; (diii) accept partial payments on the Obligationspayments; (e) receive and hold additional security or guaranties for the Obligations or any part thereof; (fiv) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer, transfer or enforce any security or guarantiesguarantees, and apply any security and direct the order or manner of sale thereof as Bank the Lender in its sole and absolute discretion may determine; (gv) release any Person person from any personal liability with respect to the Obligations this Agreement or any part thereof; , (hvi) settle, release on terms satisfactory to Bank Required Lenders or by operation of applicable laws, law or otherwise liquidate or enforce any Obligations and any security therefor or guaranty thereof in any manner, consent to the transfer of any security and bid and purchase at any sale; or (ivii) consent to the merger, change, change or any other restructuring or termination of the corporate or partnership existence of any Borrower or any other Personperson, and correspondingly restructure the Obligationsobligations evidenced hereby, and any such merger, change, restructuring, restructuring or termination shall not affect the liability of any Borrower or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligationsobligations evidenced hereby. 18.2 Upon the occurrence (c) Administrative Agent and during the continuance Collateral Agent, as applicable, on behalf of any Event of Default, Bank Lenders may enforce this Agreement and the other Loan Documents independently as to each Borrower and independently of any other remedy or security Bank the Administrative Agent, Collateral Agent or the Lenders at any time may have or hold in connection with the Obligationsobligations evidenced hereby, and it shall not be necessary for Bank the Administrative Agent or Collateral Agent to marshal assets in favor of any Borrower or any other Person person or to proceed upon or against or exhaust any security or remedy before proceeding to enforce this Agreement. Each Borrower expressly waives any right to require Bank Administrative Agent and Collateral Agent to marshal assets in favor of any Borrower or any other Person or to proceed against any other Borrower or any Collateral provided by any Person, and agrees that Bank Administrative Agent or Collateral Agent may proceed against Borrowers or any Collateral in such order as it shall determine in its sole and absolute discretion. 18.3 Bank may file a separate action or actions against any Borrower, whether action is brought or prosecuted with respect to any security or against any other person, or whether any other person is joined in any such action or actions. Each Borrower agrees that Bank and any Borrower and any affiliate of any Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the continuing efficacy of this Agreement. 18.4 Bank’s (d) Lenders' rights hereunder shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations a Borrowers' obligations to Lenders which thereafter shall be required to be restored or returned by BankLenders, all as though such amount had not been paid. The rights of Bank created or granted herein and the enforceability of this Agreement at all times shall remain effective to cover the full amount of all the Obligations even though the Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any Borrower and whether or not any other Borrower shall have any personal liability with respect thereto. 18.5 (e) To the maximum extent permitted by applicable law and to the extent that a Borrower is deemed a guarantorlaw, each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (ai) any disability or other defense of any the other Borrower Borrowers with respect to the Obligations (other than by reason of the full payment and performance of the Obligations)obligations evidenced hereby, (bii) the unenforceability or invalidity of any security or guaranty for the Obligations obligations evidenced hereby or the lack of perfection or continuing perfection or failure of priority of any security for the Obligationsobligations evidenced hereby, (ciii) the cessation for any cause whatsoever of the liability of any the other Borrower Borrowers (other than by reason of the full payment and performance of all Obligations), (d) any failure of the to marshal assets in favor Bank of any Borrower or any other person, (e) any failure of Bank to give notice of sale or other disposition of collateral to any Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (fiv) any act or omission of Bank Lenders or Agents or others that directly or indirectly results in or aids the discharge or release of any Borrower or the Obligations evidenced hereby or any security or guaranty therefor by operation of law or otherwise, (g) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (h) any failure of Bank to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (i) the election by Bank of the application or non-application of Section 1111(b)(2) of the Bankruptcy Code, (j) any extension of credit or the grant of any lien under Section 364 of the Bankruptcy Code, (1) any use of cash collateral under Section 363 of the Bankruptcy Code, (k) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (lv) the avoidance of any lien in favor of Bank Lenders or Agents for any reason, or (mvi) any action taken by Bank Lenders or Agents that is authorized by this section Section or any other provision hereof or of any Loan Security Document. Until such time time, if any, as all of the Obligations have been fully, finally, paid and indefeasibly paid performed in full and no portion of any Commitments under any agreement remains in cash: (i) each effect, no Borrower hereby waives and postpones shall have any right of subrogation it has subrogation, contribution, reimbursement or may have as against any other Borrower respect to the Obligations; and (ii) in addition, each Borrower also hereby waives and postpones any right to proceed or to seek recourse against or with respect to any property or asset of any other Borrower. Each Borrower expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligationsindemnity, and all notices of acceptance of this Agreement or of the existence, creation or incurring of new or additional Obligations. 18.6 To the fullest extent permitted by applicable law, to the extent that a Borrower is deemed a guarantor, each Borrower expressly waives any defenses right to the enforcement of this Agreement enforce any remedy that Lenders or any rights of Bank created Agents now have or granted hereby or to the recovery by Bank against any Borrower or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Borrowers and may preclude Borrowers from obtaining reimbursement or contribution from other Borrowers. To the fullest extent permitted by applicable law, each Borrower expressly waives any suretyship defenses or benefits that it otherwise might or would have under applicable law. WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS SECTION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY BANK, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE OBLIGATIONS, HAS DESTROYED SUCH BORROWER’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE OTHER BORROWERS BY THE OPERATION LAW, INCLUDING BUT NOT LIMITED TO SECTION 580d OF THE CODE OF CIVIL PROCEDURE, OR OTHERWISE. 18.7 Borrower and each of them warrant and agree that each of the waivers and consents set forth herein are made after consultation with legal counsel and with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Borrower otherwise hereafter may have against any other Borrower, Bank or othersPerson and waives the benefit of, or against Collateral. If any right to participate in, any Collateral now or hereafter held by Lenders or Agents. (f) Each of the waivers Persons composing Borrowers waives all rights and defenses arising out of an election of remedies by either Agent or consents herein are determined to be contrary to any applicable law or public policyLender, even though that election of remedies, such waivers as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent's or such Lender's rights of subrogation and consents shall reimbursement against such Borrower by the operation of Section 580d of the California Code of Civil Procedure or otherwise. (g) Each of the Persons composing Borrowers waives all rights and defenses that such Borrower may have because the Obligations are secured by real property. This means, among other things: (i) Agents and Lenders may collect from such Borrower without first foreclosing on any real or personal property Collateral pledged by Borrowers. (ii) If an Agent or any Lender forecloses on any real property Collateral pledged by Borrowers: A. The amount of the Obligations may be effective 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. Agents and Lenders may collect from such Borrower even if Agents or Lenders, by foreclosing on the real property Collateral, has destroyed any right such Borrower may have to collect from the maximum extent permitted other Borrowers. This is an unconditional and irrevocable waiver of any rights and defenses such Borrower may have because the Obligations are secured by lawreal property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure.