Common use of Waiver of Rights and Defenses Clause in Contracts

Waiver of Rights and Defenses. To the extent (and only to the extent) that Borrower may be considered guarantors or sureties for one another because of the nature of their ownership interests in the Property, their status as tenants in common, and/or due to the joint and several nature of their obligations under the Note and the other Loan Documents, each Borrower (other than the Trust) acknowledges that it has executed and delivered the Security Instrument, and each Borrower acknowledges that it has executed and delivered, to the extent applicable, the other Loan Documents, or assumed the obligations under the Security Instrument and to the extent applicable, the other Loan Documents, as applicable, with the intent of subjecting its respective interests in the Property to the lien of the Security Instrument and to the extent applicable, the other Loan Documents, as security for the Note in order to induce Lender to make the Loan, and each Borrower hereby agrees, to the fullest extent permitted by law, not to assert to take advantage of: (a) Any right to require Lender to proceed against any other Borrower, as co-makers of the Note, or any other person or to proceed against or exhaust any other security held by Lender (and not secured by the Security Instrument) at anytime or to pursue any other remedy in Lender’s power before exercising any right or remedy under the Security Instrument or any other Loan Documents. (b) Any defense that may arise by reason of: (i) The release, suspension, discharge or impairment of any of Lender’s rights against any other Borrower or any other party against whom Lender might assert a claim, whether such release, suspension, discharge or impairment is explicit, tacit or inadvertent; or (ii) Lender’s failure to pursue any other remedies available to Lender that would reduce the burden of the indebtedness secured hereby on each Borrower’s interests in the Property; or (iii) Any extension of the time for the payment or performance of any of any other Borrower’s obligations under the Note, the Security Instrument or any of the other Loan Documents; or (iv) The incapacity or lack of authority of any other Borrower or any person or persons; or (v) The failure of Lender to file or enforce a claim against the estate (in either administration, bankruptcy or any other proceedings) of any other Borrower or any other person or persons. (c) Demand, protest and notice of any kind, including, without limitation, the following notices: (i) Notice of the evidence, creation or incurring of any new or additional indebtedness or obligation (provided that such indebtedness or obligation is not secured by the Security Instrument); or (ii) Notice of any action or non-action on the part of any other Borrower or Lender in connection with any obligation or evidence of indebtedness held by Lender as collateral; or (iii) Notice of payment or non-payment by any other Borrower of the indebtedness secured by the Security Instrument. (d) Any right to assert against Lender any defense arising by reason of any claim or defense based upon an election of remedies by Lender to foreclose, either by judicial foreclosure or by exercise of the power of sale, the Security Instrument, which in any manner impairs, reduces, releases, destroys or extinguishes each Borrower’s subrogation rights, rights to proceed against the other for reimbursement, or any other rights of each Borrower to proceed against any other person or security. Each Borrower waives all rights and defenses to enforcement of all or any part of the indebtedness secured by the Security Instrument which defenses are based on an election of remedies by Lender, even though the election of remedies, such as nonjudicial foreclosure with respect to the Security Instrument, will destroy each Borrower’s rights of subrogation and reimbursement against the others by operation of Law. Each Borrower makes this waiver with full knowledge that if Lender (i) waives a deficiency judgment in a judicial foreclosure, or (ii) exercises the power of sale under this Security Instrument, any action by any Borrower against the others to obtain reimbursement of any amount paid by such Borrower hereunder could be barred by reason of (x) Lender’s waiver of such deficiency in a judicial foreclosure or (y) Lender’s exercise of such power of sale under any provisions of Law which provides that no judgment shall be rendered for any deficiency upon a note secured by a Security Instrument upon real property in any case in which the real property has been sold by the trustee under the power of sale contained in the Security Instrument. Each Borrower understands that absent the waiver set forth herein, such Borrower would have a defense to its obligations hereunder with respect to a deficiency following a non-judicial foreclosure or a judicial foreclosure in which the Lender waived its right to a deficiency judgment against any other Borrower and that by granting this waiver, each Borrower is waiving this defense which such Borrower would have against Lender. (e) Any rights arising because of any Borrower’s payment or satisfaction of the indebtedness secured by the Security Instrument (i) against any other Borrower, by way of subrogation to the rights of Lender or otherwise, or (ii) against any other guarantor or any other party obligated to pay any of the indebtedness secured hereby, by way of contribution or reimbursement or otherwise. (f) Any duty on the part of Lender to disclose to any Borrower any default by any other Borrower under the Note or any other Loan Document. (g) Any duty on the part of Lender to disclose to any Borrower any facts Lender may now know or may hereafter know about any other Borrower or any successors in interest (if any) regardless of whether Lender (i) has reason to believe that any such facts materially increase the risk beyond the risk which such Borrower intends to assume by executing the Loan Documents, (ii) has reason to believe that these facts are unknown to such Borrower, or (iii) has a reasonable opportunity to communicate such facts to such Borrower, it being understood and agreed that each Borrower is fully responsible for being and keeping informed of the financial condition of any other Borrower or any successor in interest of any other Borrower and of all circumstances bearing on the risk of non-payment of any indebtedness of any other Borrower to Lender that is secured hereby. (h) Any right to object to the release of any portions of the Property from the lien of the Security Instrument notwithstanding the fact that such releases may be made without Lender having received any or adequate consideration therefor. Each Borrower further agrees that with respect to any obligation secured by the Security Instrument Lender may, in such manner and upon such terms and at such times as Lender deems best and without demand or notice to or consent of such Borrower (i) release any party now or hereafter liable for the performance of any such obligation, (ii) extend the time for the performance of any such obligation, (iii) accept additional security therefor, and (iv) alter, substitute or release any property securing such performance. Before executing the Loan Documents, each Borrower has made such independent legal and factual inquiries and investigations as such Borrower deemed necessary or desirable with respect to the ability of any other Borrower to honor all of such other Borrower’s covenants and agreements with Lender, and each Borrower has relied solely on said independent inquiries and investigations preparatory to entering into the Loan Documents.

Waiver of Rights and Defenses. To the full extent Grantor may lawfully do so, Grantor agrees with Beneficiary as follows: (a) Grantor will not, at any time, insist on, plead, claim or take the benefit or advantage of any statute or rule of law now or hereafter in force providing for any appraisement, valuation, stay, extension, moratorium, redemption or reinstatement, or of any statute of limitations, and only to the extent) that Borrower may be considered guarantors or sureties Grantor, for one another because of the nature of their ownership interests itself and its successors and assigns, and for any and all Persons ever claiming an interest in the Property, their status as tenants in common, and/or due to the joint and several nature of their obligations under the Note and the other Loan Documents, each Borrower Security Property (other than Beneficiary and/or the Trust) acknowledges that it has executed and delivered the Security Instrumentother Secured Parties), and each Borrower acknowledges that it has executed and deliveredhereby, to the extent applicablepermitted by applicable law, waives and releases all rights of redemption, reinstatement, valuation, appraisement, and notice of intention to mature or declare due the whole of the Note Obligations and all rights to a marshaling of the assets of Grantor, including the Security Property, or to a sale in inverse order of alienation, in the event of foreclosure of the liens and security interests created hereunder. (b) Grantor shall not have or assert any right under any statute or rule of law pertaining to any of the matters set forth in subsection (a) of this Section, to the administration of estates of decedents or to any other Loan matters whatsoever to defeat, reduce or affect any of the rights or remedies of Beneficiary hereunder, including the rights of Beneficiary hereunder to a sale of the Security Property for the collection of the Note Obligations without any prior or different resort for collection, or to the payment of the Note Obligations out of the proceeds of sale of the Security Property in preference to any other Person. (c) If any statute or rule of law referred to in this Section 6.07 and now in force, of which Grantor or any of its successors or assigns and such other Persons claiming any interest in the Security Property might take advantage despite this Section 6.07, shall hereafter be repealed or cease to be in force, such statute or rule of law shall not thereafter be deemed to preclude the application of this Section 6.07. (d) Grantor shall not be relieved of its obligation to pay or perform the Note Obligations at the time and in the manner provided in the Indenture Documents, nor shall the lien or priority of this Deed of Trust or any other Indenture Document be impaired by any of the following actions, non-actions or indulgences by Beneficiary (in accordance with the written instructions or directions of the relevant percentage of Holders), each of which actions, non-actions or indulgences Beneficiary may, in its discretion, take or refrain from taking: (i) any failure or refusal by Beneficiary (in accordance with the written instructions or directions of the relevant percentage of Holders) to comply with any request by Grantor (A) to consent to any action by Grantor or (B) to take any action to foreclose this Deed of Trust or otherwise enforce any of the provisions of the Indenture Documents; (ii) any release, regardless of consideration, of the whole or any part of the Security Property or any other security for the Note Obligations, or any Person liable for payment of the Note Obligations; (iii) any waiver by Beneficiary (in accordance with the written instructions or directions of the relevant percentage of Holders) of compliance by Grantor with any provision of the Indenture Documents, or assumed consent by Beneficiary to the obligations under performance by Grantor of any action which would otherwise be prohibited thereunder, or to the failure by Grantor to take any action which would otherwise be required thereunder; and (iv) any agreement or stipulation between Beneficiary (in accordance with the written instructions or directions of the relevant percentage of Holders) and Grantor or, with or without Grantor’s consent, between Beneficiary (in accordance with the written instructions or directions of the relevant percentage of Holders) and any subsequent owner or owners of the Security Instrument Property or any other security for the Note Obligations, renewing, extending or modifying the time of payment or the terms of the Indenture Documents (including a modification of any interest rate), and in any such event Grantor shall continue to be obligated to pay the extent applicable, Note Obligations at the other Loan time and in the manner provided in the Indenture Documents, as applicableso renewed, extended or modified, unless expressly released and discharged by Beneficiary. (e) Regardless of consideration, and without the necessity for any notice to or consent by the holder of any subordinate lien, encumbrance, right, title or interest in or to the Security Property, Beneficiary (acting in accordance with the intent written directions of subjecting its respective interests the Holders of a majority of the aggregate principal amount of the Notes at the time outstanding voting as a single class) may release any Person at any time liable for the payment of the Note Obligations or any portion thereof or any part of the security held for the Note Obligations and may extend the time of payment or otherwise modify the terms of the Indenture Documents, including a modification of the interest rates payable on the principal balance of the Indebtedness without in the Property to any manner impairing or affecting this Deed of Trust or the lien hereof or the priority of the Security Instrument this Deed of Trust, as so extended and to the extent applicable, the other Loan Documentsmodified, as security for the Note in order to induce Lender to make Obligations over any such subordinate lien, encumbrance, right, title or interest. Beneficiary may resort for the Loan, and each Borrower hereby agrees, to the fullest extent permitted by law, not to assert to take advantage of: (a) Any right to require Lender to proceed against any other Borrower, as co-makers payment of the Note, or any other person or Note Obligations to proceed against or exhaust any other security held by Lender Beneficiary in such order and manner as Beneficiary (and not secured by acting in accordance with the Security Instrumentwritten directions of the Holders of a majority of the aggregate principal amount of the Notes at the time outstanding voting as a single class) may elect. Beneficiary (acting in accordance with the written directions of the Holders of a majority of the aggregate principal amount of the Notes at anytime the time outstanding voting as a single class) may take or cause to be taken action to recover the Note Obligations, or any portion thereof, or to pursue enforce any other remedy in Lender’s power before exercising any right or remedy under the Security Instrument or any other Loan Documents. (b) Any defense that may arise by reason of: (i) The release, suspension, discharge or impairment of any of Lender’s rights against any other Borrower or any other party against whom Lender might assert a claim, whether such release, suspension, discharge or impairment is explicit, tacit or inadvertent; or (ii) Lender’s failure to pursue any other remedies available to Lender that would reduce the burden provision of the indebtedness secured hereby on each Borrower’s interests in Indenture Documents without prejudice to the Property; or (iii) Any extension right of Beneficiary thereafter to foreclose or enforce or cause to be foreclosed or enforced this Deed of Trust. Beneficiary shall not be limited exclusively to the rights and remedies herein stated but shall be entitled to every additional right and remedy now or hereafter afforded by law or equity. The rights of Beneficiary under this Deed of Trust shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the time for others. No act of Beneficiary shall be construed as an election to proceed under any one provision herein to the payment or performance of any exclusion of any other Borrower’s obligations under the Note, the Security Instrument or any of the other Loan Documents; or (iv) The incapacity or lack of authority of any other Borrower or any person or persons; or (v) The failure of Lender to file or enforce a claim against the estate (in either administration, bankruptcy or any other proceedings) of any other Borrower or any other person or persons. (c) Demand, protest and notice of any kind, including, without limitation, the following notices: (i) Notice of the evidence, creation or incurring of any new or additional indebtedness or obligation (provided that such indebtedness or obligation is not secured by the Security Instrument); or (ii) Notice of any action or non-action on the part of any other Borrower or Lender in connection with any obligation or evidence of indebtedness held by Lender as collateral; or (iii) Notice of payment or non-payment by any other Borrower of the indebtedness secured by the Security Instrument. (d) Any right to assert against Lender any defense arising by reason of any claim or defense based upon an election of remedies by Lender to foreclose, either by judicial foreclosure or by exercise of the power of sale, the Security Instrument, which in any manner impairs, reduces, releases, destroys or extinguishes each Borrower’s subrogation rights, rights to proceed against the other for reimbursement, or any other rights of each Borrower to proceed against any other person or security. Each Borrower waives all rights and defenses to enforcement of all or any part of the indebtedness secured by the Security Instrument which defenses are based on an election of remedies by Lender, even though the election of remedies, such as nonjudicial foreclosure with respect to the Security Instrument, will destroy each Borrower’s rights of subrogation and reimbursement against the others by operation of Law. Each Borrower makes this waiver with full knowledge that if Lender (i) waives a deficiency judgment in a judicial foreclosure, or (ii) exercises the power of sale under this Security Instrument, any action by any Borrower against the others to obtain reimbursement of any amount paid by such Borrower hereunder could be barred by reason of (x) Lender’s waiver of such deficiency in a judicial foreclosure or (y) Lender’s exercise of such power of sale under any provisions of Law which provides that no judgment shall be rendered for any deficiency upon a note secured by a Security Instrument upon real property in any case in which the real property has been sold by the trustee under the power of sale contained in the Security Instrument. Each Borrower understands that absent the waiver set forth herein, such Borrower would have a defense to its obligations hereunder with respect to a deficiency following a non-judicial foreclosure or a judicial foreclosure in which the Lender waived its right to a deficiency judgment against any other Borrower and that by granting this waiver, each Borrower is waiving this defense which such Borrower would have against Lender. (e) Any rights arising because of any Borrower’s payment or satisfaction of the indebtedness secured by the Security Instrument (i) against any other Borrower, by way of subrogation to the rights of Lender or otherwise, or (ii) against any other guarantor or any other party obligated to pay any of the indebtedness secured hereby, by way of contribution or reimbursement or otherwiseprovision. (f) Any duty on Grantor hereby waives any defense to the part of Lender to disclose to any Borrower any default recovery by any other Borrower under Beneficiary hereunder against Grantor or the Note or any other Loan Document. (g) Any duty on the part of Lender to disclose to any Borrower any facts Lender may now know or may hereafter know about any other Borrower or any successors in interest (if any) regardless of whether Lender (i) has reason to believe that any such facts materially increase the risk beyond the risk which such Borrower intends to assume by executing the Loan Documents, (ii) has reason to believe that these facts are unknown to such Borrower, or (iii) has a reasonable opportunity to communicate such facts to such Borrower, it being understood and agreed that each Borrower is fully responsible for being and keeping informed of the financial condition Security Property of any other Borrower or any successor in interest of any other Borrower and of all circumstances bearing on the risk of non-payment of any indebtedness of any other Borrower to Lender that is secured herebydeficiency after a nonjudicial sale. (h) Any right to object to the release of any portions of the Property from the lien of the Security Instrument notwithstanding the fact that such releases may be made without Lender having received any or adequate consideration therefor. Each Borrower further agrees that with respect to any obligation secured by the Security Instrument Lender may, in such manner and upon such terms and at such times as Lender deems best and without demand or notice to or consent of such Borrower (i) release any party now or hereafter liable for the performance of any such obligation, (ii) extend the time for the performance of any such obligation, (iii) accept additional security therefor, and (iv) alter, substitute or release any property securing such performance. Before executing the Loan Documents, each Borrower has made such independent legal and factual inquiries and investigations as such Borrower deemed necessary or desirable with respect to the ability of any other Borrower to honor all of such other Borrower’s covenants and agreements with Lender, and each Borrower has relied solely on said independent inquiries and investigations preparatory to entering into the Loan Documents.

Waiver of Rights and Defenses. To the extent (and only to the extent) that Borrower may be considered guarantors or sureties for one another because of the nature of their ownership interests in the Property, their status as tenants in commonPledged Shares, and/or due to the joint and several nature of their obligations under the Note and the other Loan Documents, each Borrower (other than the Trust) acknowledges that it has executed and delivered the Security Instrument, and each Borrower acknowledges that it has executed and delivered, to the extent applicable, the other Loan Documents, or assumed the obligations under the Security Instrument and to the extent applicable, the other Loan Documents, as applicable, with the intent of subjecting its respective interests in the Property Pledged Shares to the lien of the Security Instrument and to the extent applicable, the other Loan Documents, as security for the Note in order to induce Lender to make the Loan, and each Borrower hereby agrees, to the fullest extent permitted by law, not to assert to take advantage of: (a) Any right to require Lender to proceed against any other Borrower, as co-makers of the Note, or any other person or to proceed against or exhaust any other security held by Lender (and not secured by the Security Instrument) at anytime or to pursue any other remedy in Lender’s power before exercising any right or remedy under the Security Instrument or any other Loan Documents. (b) Any defense that may arise by reason of: (i) The release, suspension, discharge or impairment of any of Lender’s rights against any other Borrower or any other party against whom Lender might assert a claim, whether such release, suspension, discharge or impairment is explicit, tacit or inadvertent; or (ii) Lender’s failure to pursue any other remedies available to Lender that would reduce the burden of the indebtedness secured hereby on each Borrower’s interests in the PropertyPledged Shares; or (iii) Any extension of the time for the payment or performance of any of any other Borrower’s obligations under the Note, the Security Instrument or any of the other Loan Documents; or (iv) The incapacity or lack of authority of any other Borrower or any person or persons; or (v) The failure of Lender to file or enforce a claim against the estate (in either administration, bankruptcy or any other proceedings) of any other Borrower or any other person or persons. (c) Demand, protest and notice of any kind, including, without limitation, the following notices: (i) Notice of the evidence, creation or incurring of any new or additional indebtedness or obligation (provided that such indebtedness or obligation is not secured by the Security Instrument); or (ii) Notice of any action or non-action on the part of any other Borrower or Lender in connection with any obligation or evidence of indebtedness held by Lender as collateral; or (iii) Notice of payment or non-payment by any other Borrower of the indebtedness secured by the Security Instrument. (d) Any right to assert against Lender any defense arising by reason of any claim or defense based upon an election of remedies by Lender to foreclose, either by judicial foreclosure or by exercise of the power of sale, the Security Instrument, which in any manner impairs, reduces, releases, destroys or extinguishes each Borrower’s subrogation rights, rights to proceed against the other for reimbursement, or any other rights of each Borrower to proceed against any other person or security. Each Borrower waives all rights and defenses to enforcement of all or any part of the indebtedness secured by the Security Instrument which defenses are based on an election of remedies by Lender, even though the election of remedies, such as nonjudicial foreclosure with respect to the Security Instrument, will may destroy each Borrower’s rights of subrogation and reimbursement against the others by operation of Law. Each Borrower makes this waiver with full knowledge that if Lender (i) waives a deficiency judgment in a judicial foreclosure, or (ii) exercises the power of sale under this Security Instrument, any action by any Borrower against the others to obtain reimbursement of any amount paid by such Borrower hereunder could be barred by reason of (x) Lender’s waiver of such deficiency in a judicial foreclosure or (y) Lender’s exercise of such power of sale under any provisions of Law which provides that no judgment shall be rendered for any deficiency upon a note secured by a Security Instrument upon real property in any case in which the real property has been sold by the trustee under the power of sale contained in the Security Instrument. Each Borrower understands that absent the waiver set forth hereinbarred, such Borrower would have a defense to its obligations hereunder with respect to a deficiency following a non-judicial foreclosure or a judicial foreclosure in which the Lender waived its right to a deficiency judgment against any other Borrower and that by granting this waiver, each Borrower is waiving this defense which such Borrower would have against Lender. (e) Any rights arising because of any Borrower’s payment or satisfaction of the indebtedness secured by the Security Instrument (i) against any other Borrower, by way of subrogation to the rights of Lender or otherwise, or (ii) against any other guarantor or any other party obligated to pay any of the indebtedness secured hereby, by way of contribution or reimbursement or otherwise. (f) Any duty on the part of Lender to disclose to any Borrower any default by any other Borrower under the Note or any other Loan Document. (g) Any duty on the part of Lender to disclose to any Borrower any facts Lender may now know or may hereafter know about any other Borrower or any successors in interest (if any) regardless of whether Lender (i) has reason to believe that any such facts materially increase the risk beyond the risk which such Borrower intends to assume by executing the Loan Documents, (ii) has reason to believe that these facts are unknown to such Borrower, or (iii) has a reasonable opportunity to communicate such facts to such Borrower, it being understood and agreed that each Borrower is fully responsible for being and keeping informed of the financial condition of any other Borrower or any successor in interest of any other Borrower and of all circumstances bearing on the risk of non-payment of any indebtedness of any other Borrower to Lender that is secured hereby. (h) Any right to object to the release of any portions of the Property Pledged Shares from the lien of the Security Instrument notwithstanding the fact that such releases may be made without Lender having received any or adequate consideration therefor. Each Borrower further agrees that with respect to any obligation secured by the Security Instrument Lender may, in such manner and upon such terms and at such times as Lender deems best and without demand or notice to or consent of such Borrower (i) release any party now or hereafter liable for the performance of any such obligation, (ii) extend the time for the performance of any such obligation, (iii) accept additional security therefor, and (iv) alter, substitute or release any property securing such performance. Before executing the Loan Documents, each Borrower has made such independent legal and factual inquiries and investigations as such Borrower deemed necessary or desirable with respect to the ability of any other Borrower to honor all of such other Borrower’s covenants and agreements with Lender, and each Borrower has relied solely on said independent inquiries and investigations preparatory to entering into the Loan Documents.

Waiver of Rights and Defenses. To the full extent Debtor may do so, Debtor agrees with Secured Party as follows: (a) Debtor will not at any time insist on, plead, claim, or take the benefit or advantage of any statute or rule of law now or hereafter in force providing for any appraisement, valuation, stay, extension, moratorium, or redemption, or of any statute of limitations, and only Debtor, for itself and its heirs, devisees, representatives, successors, and assigns, and for any and all persons ever claiming an interest in the Collateral (other than Secured Party), hereby, to the extent) that Borrower may be considered guarantors extent permitted by applicable law, waives and releases all rights of redemption, valuation, appraisement, notice of intention to mature or sureties for one another because declare due the whole of the nature Obligations, and all rights to a marshaling of their ownership interests the assets of Debtor, including the Collateral, or to a sale in inverse order of alienation, in the Property, their status as tenants event of foreclosure of the liens and security interests created hereunder. (b) Debtor shall not be relieved of its obligation to pay the Obligations at the time and in common, and/or due to the joint manner provided herein and several nature of their obligations under the Note and in the other Loan Documents, each Borrower nor shall the lien or priority of this Instrument or any other Loan Documents be impaired by any of the following actions, non-actions, or indulgences by Secured Party: (i) any failure or refusal by Secured Party to comply with any request by Debtor (X) to consent to any action by Debtor or (Y) to take any action to foreclose this Instrument or otherwise enforce any of the provisions hereof or of the other than Loan Documents; (ii) any release, regardless of consideration, of the Trustwhole or any part of the Collateral or any other security for the Obligations, or any person liable for payment of the Obligations; (iii) acknowledges that it has executed and delivered the Security Instrument, and each Borrower acknowledges that it has executed and delivered, to the extent applicable, any waiver by Secured Party of compliance by Debtor with any provision of this Instrument or the other Loan Documents, or assumed the obligations under the Security Instrument and consent by Secured Party to the extent applicableperformance by Debtor of any action which would otherwise be prohibited thereunder or to the failure by Debtor to take any action which would otherwise be required hereunder or thereunder; and (iv) any agreement or stipulation between Secured Party and Debtor, the other Loan Documents, as applicableor, with the intent of subjecting its respective interests in the Property to the lien or without Debtor's consent, between Secured Party and any subsequent owner or owners of the Security Instrument and to the extent applicable, the other Loan Documents, as security for the Note in order to induce Lender to make the Loan, and each Borrower hereby agrees, to the fullest extent permitted by law, not to assert to take advantage of: Collateral (a) Any right to require Lender to proceed against or any other Borrower, as co-makers of the Notepart thereof), or any other person security for the Obligations, renewing, extending, or to proceed against or exhaust any other security held by Lender (and not secured by the Security Instrument) at anytime or to pursue any other remedy in Lender’s power before exercising any right or remedy under the Security Instrument or any other Loan Documents. (b) Any defense that may arise by reason of: (i) The release, suspension, discharge or impairment of any of Lender’s rights against any other Borrower or any other party against whom Lender might assert a claim, whether such release, suspension, discharge or impairment is explicit, tacit or inadvertent; or (ii) Lender’s failure to pursue any other remedies available to Lender that would reduce the burden of the indebtedness secured hereby on each Borrower’s interests in the Property; or (iii) Any extension of modifying the time for the of payment or performance the terms of any of any other Borrower’s obligations under the Note, the Security this Instrument or any of the other Loan Documents; or Documents (iv) The incapacity or lack of authority including a modification of any interest rate), and in any such event Debtor shall continue to be obligated to pay the Obligations at the time and in the manner provided herein and in the other Borrower Loan Documents, as so renewed, extended, or any person or persons; or (v) The failure of Lender to file or enforce a claim against the estate (in either administrationmodified, bankruptcy or any other proceedings) of any other Borrower or any other person or personsunless expressly released and discharged by Secured Party. (c) DemandRegardless of consideration, protest and without the necessity for any notice to or consent by the holder of any kindsubordinate lien, includingsecurity interest, without limitationencumbrance, right, title, or interest in or to the following notices: Collateral (i) Notice or any part thereof), Secured Party may release any person at any time liable for the payment of the evidence, creation or incurring of any new or additional indebtedness or obligation (provided that such indebtedness or obligation is not secured by the Security Instrument); or (ii) Notice of any action or non-action on the part of any other Borrower or Lender in connection with any obligation or evidence of indebtedness held by Lender as collateral; or (iii) Notice of payment or non-payment by any other Borrower of the indebtedness secured by the Security Instrument. (d) Any right to assert against Lender any defense arising by reason of any claim or defense based upon an election of remedies by Lender to foreclose, either by judicial foreclosure or by exercise of the power of sale, the Security Instrument, which in any manner impairs, reduces, releases, destroys or extinguishes each Borrower’s subrogation rights, rights to proceed against the other for reimbursement, Obligations or any other rights of each Borrower to proceed against any other person or security. Each Borrower waives all rights and defenses to enforcement of all portion thereof or any part of the indebtedness secured by security held for the Security Obligations, and may extend the time of payment or otherwise modify the terms of this Instrument which defenses are based on an election of remedies by Lender, even though the election of remedies, such as nonjudicial foreclosure with respect to the Security Instrument, will destroy each Borrower’s rights of subrogation and reimbursement against the others by operation of Law. Each Borrower makes this waiver with full knowledge that if Lender (i) waives a deficiency judgment in a judicial foreclosure, or (ii) exercises the power of sale under this Security Instrument, any action by any Borrower against the others to obtain reimbursement of any amount paid by such Borrower hereunder could be barred by reason of (x) Lender’s waiver of such deficiency in a judicial foreclosure or (y) Lender’s exercise of such power of sale under any provisions of Law which provides that no judgment shall be rendered for any deficiency upon a note secured by a Security Instrument upon real property in any case in which the real property has been sold by the trustee under the power of sale contained in the Security Instrument. Each Borrower understands that absent the waiver set forth herein, such Borrower would have a defense to its obligations hereunder with respect to a deficiency following a non-judicial foreclosure or a judicial foreclosure in which the Lender waived its right to a deficiency judgment against any other Borrower and that by granting this waiver, each Borrower is waiving this defense which such Borrower would have against Lender. (e) Any rights arising because of any Borrower’s payment or satisfaction of the indebtedness secured by the Security Instrument (i) against any other Borrower, by way of subrogation to the rights of Lender or otherwise, or (ii) against any other guarantor or any other party obligated to pay any of the indebtedness secured hereby, by way of contribution or reimbursement or otherwise. (f) Any duty on the part of Lender to disclose to any Borrower any default by any other Borrower under the Note or any other Loan Document. (g) Any duty on the part of Lender to disclose to any Borrower any facts Lender may now know or may hereafter know about any other Borrower or any successors in interest (if any) regardless of whether Lender (i) has reason to believe that any such facts materially increase the risk beyond the risk which such Borrower intends to assume by executing the Loan Documents, (ii) has reason to believe that these facts are unknown to including a modification of the interest rate payable on the principal balance of the Note, without in any manner impairing or affecting this Instrument or the lien and security interest thereof or the priority of this Instrument, as so extended and modified, as security for the Obligations over any such Borrowersubordinate lien, security interest, encumbrance, right, title, or (iii) has a reasonable opportunity to communicate such facts to such Borrower, it being understood and agreed that each Borrower is fully responsible for being and keeping informed of the financial condition of any other Borrower or any successor in interest of any other Borrower and of all circumstances bearing on the risk of non-payment of any indebtedness of any other Borrower to Lender that is secured herebyinterest. (h) Any right to object to the release of any portions of the Property from the lien of the Security Instrument notwithstanding the fact that such releases may be made without Lender having received any or adequate consideration therefor. Each Borrower further agrees that with respect to any obligation secured by the Security Instrument Lender may, in such manner and upon such terms and at such times as Lender deems best and without demand or notice to or consent of such Borrower (i) release any party now or hereafter liable for the performance of any such obligation, (ii) extend the time for the performance of any such obligation, (iii) accept additional security therefor, and (iv) alter, substitute or release any property securing such performance. Before executing the Loan Documents, each Borrower has made such independent legal and factual inquiries and investigations as such Borrower deemed necessary or desirable with respect to the ability of any other Borrower to honor all of such other Borrower’s covenants and agreements with Lender, and each Borrower has relied solely on said independent inquiries and investigations preparatory to entering into the Loan Documents.

Waiver of Rights and Defenses. To the fullest extent (and only to the extent) that Borrower may be considered guarantors do so under Laws, Borrower (a) will not at any time insist on, plead, claim, or sureties take the benefit of any statute or rule of law now or later enacted providing for one another because any appraisement, valuation, stay, extension, moratorium, redemption, or any statute of limitations; (b) for itself, its successors and assigns, and for any person ever claiming an Prudential Loan No. 706109202 CNL MOB Portfolio Mortgage and Security Agreement (Doctors Specialty Hospital - First) interest in the Property (other than Lender), waives and releases all rights of redemption, reinstatement, valuation, appraisement, notice of intention to mature or declare due the whole of the nature Obligations, all rights to a marshaling of their ownership interests in the assets of Borrower, including the Property, their status or to a sale in inverse order of alienation, in the event of foreclosure (or extinguishment by transfer of title by power of sale) of the liens and security interests created under the Documents; (c) shall not be relieved of its obligation to pay the Obligations as tenants required in commonthe Documents nor shall the lien or priority of the Documents be impaired by any agreement renewing, and/or due extending, or modifying the time of payment or the provisions of the Documents (including a modification of any interest rate), unless expressly released, discharged, or modified by such agreement. Regardless of consideration and without any notice to or consent by the holder of any subordinate lien, security interest, encumbrance, right, title, or interest in or to the joint and several nature of their obligations under the Note and the other Loan DocumentsProperty, each Borrower (other than the Trust) acknowledges that it has executed and delivered the Security Instrument, and each Borrower acknowledges that it has executed and delivered, to the extent applicable, the other Loan Documents, or assumed the obligations under the Security Instrument and to the extent applicable, the other Loan Documents, as applicable, with the intent of subjecting its respective interests in the Property to the lien of the Security Instrument and to the extent applicable, the other Loan Documents, as security for the Note in order to induce Lender to make the Loan, and each Borrower hereby agrees, to the fullest extent permitted by law, not to assert to take advantage of: may (a) Any right to require Lender to proceed against release any other Borrower, as co-makers person liable for payment of the Note, Obligations or any other person or to proceed against or exhaust any other security held by Lender (and not secured by the Security Instrument) at anytime or to pursue any other remedy in Lender’s power before exercising any right or remedy under the Security Instrument or any other Loan Documents. (b) Any defense that may arise by reason of: (i) The release, suspension, discharge or impairment of any of Lender’s rights against any other Borrower or any other party against whom Lender might assert a claim, whether such release, suspension, discharge or impairment is explicit, tacit or inadvertent; or (ii) Lender’s failure to pursue any other remedies available to Lender that would reduce the burden of the indebtedness secured hereby on each Borrower’s interests in the Property; or (iii) Any extension of the time for the payment or performance of any of any other Borrower’s obligations under the Note, the Security Instrument or any of the other Loan Documents; or (iv) The incapacity or lack of authority of any other Borrower or any person or persons; or (v) The failure of Lender to file or enforce a claim against the estate (in either administration, bankruptcy or any other proceedings) of any other Borrower or any other person or persons. (c) Demand, protest and notice of any kind, including, without limitation, the following notices: (i) Notice of the evidence, creation or incurring of any new or additional indebtedness or obligation (provided that such indebtedness or obligation is not secured by the Security Instrument); or (ii) Notice of any action or non-action on the part of any other Borrower or Lender in connection with any obligation or evidence of indebtedness held by Lender as collateral; or (iii) Notice of payment or non-payment by any other Borrower of the indebtedness secured by the Security Instrument. (d) Any right to assert against Lender any defense arising by reason of any claim or defense based upon an election of remedies by Lender to foreclose, either by judicial foreclosure or by exercise of the power of sale, the Security Instrument, which in any manner impairs, reduces, releases, destroys or extinguishes each Borrower’s subrogation rights, rights to proceed against the other for reimbursement, or any other rights of each Borrower to proceed against any other person or security. Each Borrower waives all rights and defenses to enforcement of all portion thereof or any part of the indebtedness secured by security held for the Security Instrument which defenses are based on an election of remedies by Lender, even though the election of remedies, such as nonjudicial foreclosure with respect to the Security Instrument, will destroy each Borrower’s rights of subrogation and reimbursement against the others by operation of Law. Each Borrower makes this waiver with full knowledge that if Lender (i) waives a deficiency judgment in a judicial foreclosure, Obligations or (iib) exercises the power of sale under this Security Instrument, any action by any Borrower against the others to obtain reimbursement of any amount paid by such Borrower hereunder could be barred by reason of (x) Lender’s waiver of such deficiency in a judicial foreclosure or (y) Lender’s exercise of such power of sale under any provisions of Law which provides that no judgment shall be rendered for any deficiency upon a note secured by a Security Instrument upon real property in any case in which the real property has been sold by the trustee under the power of sale contained in the Security Instrument. Each Borrower understands that absent the waiver set forth herein, such Borrower would have a defense to its obligations hereunder with respect to a deficiency following a non-judicial foreclosure or a judicial foreclosure in which the Lender waived its right to a deficiency judgment against any other Borrower and that by granting this waiver, each Borrower is waiving this defense which such Borrower would have against Lender. (e) Any rights arising because of any Borrower’s payment or satisfaction of the indebtedness secured by the Security Instrument (i) against any other Borrower, by way of subrogation to the rights of Lender or otherwise, or (ii) against any other guarantor or any other party obligated to pay modify any of the indebtedness secured herebyprovisions of the Documents without impairing or affecting the Documents or the lien, by way security interest, or the priority of contribution or reimbursement or otherwise. (f) Any duty on the part of Lender to disclose to any Borrower any default by any other Borrower under modified Documents as security for the Note or any other Loan Document. (g) Any duty on the part of Lender to disclose to any Borrower any facts Lender may now know or may hereafter know about any other Borrower or any successors in interest (if any) regardless of whether Lender (i) has reason to believe that Obligations over any such facts materially increase the risk beyond the risk which such Borrower intends to assume by executing the Loan Documentssubordinate lien, (ii) has reason to believe that these facts are unknown to such Borrowersecurity interest, encumbrance, right, title, or (iii) has a reasonable opportunity to communicate such facts to such Borrower, it being understood and agreed that each Borrower is fully responsible for being and keeping informed of the financial condition of any other Borrower or any successor in interest of any other Borrower and of all circumstances bearing on the risk of non-payment of any indebtedness of any other Borrower to Lender that is secured herebyinterest. (h) Any right to object to the release of any portions of the Property from the lien of the Security Instrument notwithstanding the fact that such releases may be made without Lender having received any or adequate consideration therefor. Each Borrower further agrees that with respect to any obligation secured by the Security Instrument Lender may, in such manner and upon such terms and at such times as Lender deems best and without demand or notice to or consent of such Borrower (i) release any party now or hereafter liable for the performance of any such obligation, (ii) extend the time for the performance of any such obligation, (iii) accept additional security therefor, and (iv) alter, substitute or release any property securing such performance. Before executing the Loan Documents, each Borrower has made such independent legal and factual inquiries and investigations as such Borrower deemed necessary or desirable with respect to the ability of any other Borrower to honor all of such other Borrower’s covenants and agreements with Lender, and each Borrower has relied solely on said independent inquiries and investigations preparatory to entering into the Loan Documents.