Common use of Waiver of Rights of Subrogation Clause in Contracts

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which Guarantor is a party, Guarantor hereby expressly waives with respect to Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below), to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of Guarantor's execution, delivery and/or performance of this Guaranty or any other Loan Document to which Guarantor is a party. Guarantor agrees that it shall not have or assert any such rights against Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower or in any other capacity), Beneficiary or any other such Person. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary and shall not limit or otherwise affect Guarantor's liability hereunder, under any other Loan Document to which Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything Subject to the contrary elsewhere contained herein or in any other Loan Document to which Guarantor Section 1(a), this is a party, Guarantor hereby expressly waives with respect to Borrower guarantee of payment and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor not of Borrower or any surety for Borrower, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below), to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a makercollection, and which Guarantor may have or hereafter acquire against Borrower or any other such Person the obligations of the Guarantors hereunder shall be in connection with or as a result of Guarantor's execution, delivery and/or performance of this Guaranty or any other Loan Document addition to which Guarantor is a party. Guarantor agrees that it shall not have or assert any such rights against Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower or in any other capacity), Beneficiary or any other such Person. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary and shall not limit or otherwise in any way affect Guarantor's liability hereunder, the obligations of the Guarantors under any other existing or future guaranties unless said other guaranties are expressly modified or revoked in writing. Each Guarantor expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which such Guarantor may now or hereafter have against the Borrower or any other Person directly or contingently liable for the payment or performance of the Loan Document or Deed of Trust (including, without limitation, any property collateralizing the Obligations), arising solely from the existence or performance of this Guaranty. Each Guarantor further agrees that it will not enter into any agreement providing, directly or indirectly, for contribution, reimbursement or repayment by the Borrower or any other Person on account of any payment by such Guarantor and further agrees that any such agreement, whether existing or hereafter entered into, would be void. In furtherance, and not in limitation, of the preceding waiver, each Guarantor and the Operating Partnership by their acceptance hereof agree that (i) any payment to which the Lender or any Indemnified Party by such Guarantor is pursuant to this Guaranty shall be treated as a partycontribution by such Guarantor to the capital of the Operating Partnership, followed by a contribution by the Operating Partnership to the capital of Borrower, or, if the Operating Partnership owns Borrower through one or more entities, as a contribution by the enforceability hereof Operating Partnership to the capital of Borrower through successive contributions through each such entity, and any such payment shall not cause such Guarantor to be a creditor of the Operating Partnership, the Borrower or any partner or affiliate thereof, and (ii) such Guarantor shall not be entitled to, and shall not receive, the return of any such capital contribution or receive any consideration in exchange therefor (including, but not limited to, any distribution from the Operating Partnership with respect to such contribution or interests or units in the Operating Partnership).

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document document to which Guarantor is a party, until all obligations under this Guaranty are fully paid and performed, Guarantor hereby expressly waives with respect to Borrower and its successors and assigns any other person (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower or any other such Person person in connection with or as a result of Guarantor's execution, delivery and/or performance of this Guaranty or any other Loan Document document to which Guarantor is a party. Guarantor agrees that it Guarantor shall not have or assert any such rights against Borrower or its successors and assigns or any other Person person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower), either directly or as an attempted setoff to any action commenced against Guarantor by Borrower or any other person (whether as a Borrower borrower or in any other capacity), Beneficiary ) or any other such Personby Lender. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary Lender and shall not limit or otherwise affect Guarantor's liability hereunder, under any other Loan Document document to which Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to This Agreement is expressly for the contrary elsewhere contained herein or in benefit of the Operating Partnership, the Borrower, the Lender, any other Loan Document to which Guarantor is a partyIndemnified Party (as defined below), Guarantor hereby expressly waives with respect to Borrower and its their respective successors and assigns (including collectively, the “Beneficiaries”). The obligations of each Principal hereunder shall be in addition to and shall not limit or in any surety) and way affect the obligations of any Principal under any existing or future guaranties unless said other Person which is directly guaranties are expressly modified or indirectly a creditor revoked in writing. Subject to Paragraph 1 of Borrower or any surety for this Agreement, the obligations of each Principal hereunder are independent of the obligations of Borrower, and a separate action or actions may be brought by any Beneficiary against any Principal, whether or not actions are brought against Borrower, and whether or not Borrower is joined in any such action or actions against such Principal. Each Principal expressly waives any and all rights at law or in equity to of subrogation, to reimbursement, to indemnity, exoneration, to contribution (except as specifically provided in Section 11 below), to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and claim which Guarantor such Principal may have now or hereafter acquire have against Borrower or any other Person (other than a direct or indirect member or partner in such Person in connection with Principal) directly or as a result of Guarantor's executioncontingently liable for the payment or performance under the Loan (including, delivery and/or without limitation, any property collateralizing the obligations under the Loan), arising from the existence or performance of this Guaranty or any other Loan Document to which Guarantor is a partyAgreement. Guarantor Each Principal further agrees that it shall will not have enter into any agreement providing, directly or assert any such rights against indirectly, for contribution, reimbursement or repayment by Operating Partnership, Borrower or its successors and assigns or any other Person (including other than a direct or indirect member or partner in such Principal) on account of any suretypayment by such Principal and further agrees that any such agreement, whether existing or hereafter entered into in violation hereof would be void. In furtherance, and not in limitation, of the preceding waiver, each Principal agrees that (i) which is any payment directly or indirectly to the Lender by a Principal in satisfaction of its obligations pursuant to this Agreement shall be deemed a contribution by each Principal (as applicable) to the capital of the Operating Partnership, and any such payment shall not cause any Principal to be a creditor of Borrower or any surety for Borrower, either Intermediary Owner, any other subsidiary of the Operating Partnership or New OP that owns, directly or as indirectly, an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower or interest in any other capacity)Borrower, Beneficiary or any other such Person. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary and shall not limit or otherwise affect Guarantor's liability hereunder, under any other Loan Document to which Guarantor is a partythe Operating Partnership, or New OP, and (ii) no Principal shall be entitled to, or shall receive, the enforceability hereof or thereofreturn of any such capital contribution except to the extent permitted by the organizational documents of the Operating Partnership.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which any Guarantor is a partyParty, Guarantor Guarantors hereby expressly waives waive with respect to Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below), to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor Guarantors may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of Guarantor's Guarantors' execution, delivery and/or performance of this Subsidiary Guaranty or any other Loan Document to which any Guarantor is a party. Guarantor agrees Guarantors agree that it they shall not have or assert any such rights against Borrower or its their successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor Guarantors by Borrower (as a Borrower borrower or in any other capacity), Beneficiary Creditor or any other such Person. Guarantor Guarantors hereby acknowledges acknowledge and agrees agree that this waiver is intended to benefit Borrower and Beneficiary Creditor and shall not limit or otherwise affect Guarantor's Guarantors' liability hereunder, under any other Loan Document to which any Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which any Guarantor is a partyParty until the Guarantied Obligations shall have been paid in full and all Commitments have been terminated or expired, Guarantor Guarantors hereby expressly waives waive with respect to Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, ; any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below), to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor Guarantors may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of Guarantor's Guarantors’ execution, delivery and/or performance of this Guaranty or any other Loan Document to which any Guarantor is a party. Guarantor agrees Guarantors agree that it they shall not have or assert any such rights against Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor Guarantors by Borrower (as a Borrower borrower or in any other capacity), Beneficiary Secured Party or any other such Person. Guarantor Guarantors hereby acknowledges acknowledge and agrees agree that this waiver is intended to benefit Borrower and Beneficiary Secured Party and shall not limit or otherwise affect Guarantor's Guarantors’ liability hereunder, under any other Loan Document to which any Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein (other than Section 15 below) or in any other Loan Transaction Document to which any Guarantor is a party, each Guarantor hereby expressly waives with respect to Borrower and its Borrower’s successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which any Guarantor may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of any Guarantor's ’s execution, delivery and/or performance of this Guaranty or any other Loan Transaction Document to which any Guarantor is a party. Each Guarantor agrees that it shall not have or assert any such rights against Borrower or its Borrower’s successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against such Guarantor by Borrower (as a Borrower borrower or in any other capacity), Beneficiary or any other such Person. Each Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower Borrower, Beneficiary and Beneficiary Collateral Agent and shall not limit or otherwise affect any Guarantor's ’s liability hereunder, under any other Loan Transaction Document to which any Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which Guarantor is a partyDocument, Guarantor until one year and one day from the payment and full satisfaction of all amounts due Lender under the Loan Documents and the performance and payment of the Indebtedness Guaranteed, hereby expressly waives with respect to Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrowerperson, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to indemnification, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower or any other such Person person in connection with or as a result of Guarantor's ’s execution, delivery and/or performance of this Guaranty Agreement or any other Loan Document to which Guarantor is a partyDocument. Guarantor agrees that it Guarantor shall not have or assert any such rights against Borrower or its successors and assigns or any other Person person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower), either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower borrower or in any other capacity)) or by Lender or by any other person. Guarantor agrees that to the extent that such claims are not subordinated, Beneficiary by operation of law or otherwise, such claims of Guarantor are hereby subordinated as a claim against Borrower or any other of its assets, whether such Person. Guarantor hereby acknowledges claim be in the ordinary course of business or in the event of voluntary or involuntary liquidation, dissolution, insolvency or bankruptcy, so that no payment with respect to any such indebtedness, claim or liability will be made or received while any portion of the obligations under the Loan Documents remains due and agrees that this waiver unpaid, and if any such payment is intended received by Guarantor, it shall be held in trust for the benefit of Lender and then promptly paid over to benefit Borrower and Beneficiary and shall not limit or otherwise affect Guarantor's liability hereunder, Lender for application to the payment of the obligations under any other the Loan Document to which Guarantor is a party, or the enforceability hereof or thereofDocuments.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which Guarantor is a party, unless and until all Obligations have been paid and performed in full, Guarantor hereby expressly waives with respect to Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of Guarantor's ’s execution, delivery and/or performance of this Guaranty or any other Loan Document to which Guarantor is a party. Guarantor agrees that it shall not have or assert any such rights against Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower borrower or in any other capacity), Beneficiary Lender or any other such PersonPerson unless and until all Obligations have been paid and performed in full. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary Lender and shall not limit or otherwise affect Guarantor's ’s liability hereunder, under any other Loan Document to which Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which any Guarantor is a party, Guarantor hereby expressly waives with respect to Borrower and its Borrower’s successors and assigns (including any surety) and any other Person person or entity which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower or any other such Person person or entity in connection with or as a result of Guarantor's ’s execution, delivery and/or performance of this Guaranty or any other Loan Document to which Guarantor is a party. Guarantor agrees that it shall not have or assert any such rights against Borrower or its Borrower’s successors and assigns or any other Person person or entity (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower borrower, co-borrower or in any other capacity), Beneficiary Lender or any other such Personperson or entity. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary Lender and shall not limit or otherwise affect Guarantor's ’s liability hereunder, under any other Loan Document to which Guarantor is a partyParty, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which Guarantor is a partyParty, Guarantor hereby expressly waives with respect to any Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of any Borrower or any surety for any Borrower, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against any Borrower or any other such Person in connection with or as a result of Guarantor's execution, delivery and/or performance of this Guaranty or any other Loan Document to which Guarantor is a party. Guarantor agrees that it shall not have or assert any such rights against any Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for any Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by any Borrower (as a Borrower borrower or in any other capacity), Beneficiary Lender or any other such Person. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower Borrowers and Beneficiary Lender and shall not limit or otherwise affect Guarantor's liability hereunder, under any other Loan Document to which Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document loan document to which any Guarantor is a party, Guarantor until no part of any commitment to lend remains outstanding and all of the Secured Obligations have been paid and performed in full, the Guarantors hereby expressly waives waive with respect to the Borrower and its successors and assigns (including INCLUDING any surety) and any other Person person which is directly or indirectly a creditor of Borrower the Borrower, or any surety for the Borrower, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except EXCEPT as specifically provided in Section SECTION 11 below), to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor the Guarantors may have or hereafter acquire against the Borrower or any other such Person person in connection with or as a result of Guarantor's the Guarantors' execution, delivery and/or performance of this Guaranty or any other Loan Document loan document to which any Guarantor is a party. Guarantor agrees The Guarantors agree that it they shall not have or assert any such rights against the Borrower or its successors and assigns or any other Person person (including INCLUDING any surety) which is directly or indirectly a creditor of the Borrower or any surety for the Borrower, either directly or as an attempted setoff to any action commenced against Guarantor the Guarantors by the Borrower (as a Borrower borrower or in any other capacity), Beneficiary Lender or any other such Personperson. Guarantor The Guarantors hereby acknowledges acknowledge and agrees agree that this waiver is intended to benefit the Borrower and Beneficiary Lender and shall not limit or otherwise affect Guarantor's the Guarantors' liability hereunder, under any other Loan Document to which any Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the ------------------------------- contrary elsewhere contained herein or in any other Loan Document to which Guarantor is a partyParty, Guarantor hereby expressly waives with respect to Borrower and its successors and assigns (including any surety) and any other Person which --------- is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of Guarantor's execution, delivery and/or performance of this Guaranty or any other Loan Document to which Guarantor is a party. Guarantor agrees that it shall not have or assert any such rights against Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly a --------- creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower borrower or in any other capacity), Beneficiary or any other such Person. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary and shall not limit or otherwise affect Guarantor's liability hereunder, under any other Loan Document to which Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which Guarantor is a party, The Guarantor hereby expressly and irrevocably waives with respect to the Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for BorrowerPerson, any and all rights at law or in equity equity, by agreement or otherwise, to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided contribution, setoff, share in Section 11 below), to setoff any collateral or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which that the Guarantor may have or hereafter acquire against Borrower the Borrower, any of its Affiliates, or any other such Person in connection with or as a result of the Guarantor's execution, delivery and/or or performance hereunder. In furtherance of this Guaranty or any other Loan Document to which Guarantor is a party. the foregoing, the Guarantor agrees that it any payment by the Guarantor to the Agent, the LC Issuer or the Lenders pursuant to this Guaranty shall not have or assert any be deemed a contribution to the capital of the Borrower, and no such rights against Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly payment shall constitute the Guarantor a creditor of Borrower or any surety for the Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower or in any other capacity), Beneficiary or any other such Person. The Guarantor hereby acknowledges and agrees that this waiver is the foregoing waivers are intended to benefit Borrower the Borrower, the Agent, the LC Issuer and Beneficiary the Lenders and shall not limit or otherwise affect the Guarantor's liability hereunder, under any other Loan Document to which Guarantor is a party, hereunder or the enforceability hereof hereof. If, notwithstanding the foregoing, any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent, the LC Issuer and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent in the exact form received by the Guarantor (duly endorsed by the Guarantor to the Agent), to be applied against the Obligations, whether matured or thereofunmatured, in such order as the Agent may determine.

Waiver of Rights of Subrogation. 12.1 Notwithstanding anything to the contrary elsewhere contained herein herein, the Agreement, the Note or in any other Loan Collateral Document to which Guarantor Pledgor is a party, Guarantor Pledgor hereby expressly waives with respect to Borrower Pledgor and its successors and assigns (including INCLUDING any surety) and any other Person which is directly person or indirectly a creditor of Borrower or any surety for Borrowerentity, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker marker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor Pledgor may have or hereafter acquire against Borrower any person or any other such Person entity in connection with or as a result of GuarantorPledgor's execution, delivery and/or performance of this Guaranty Pledge Agreement, or any other Loan Document documents to which Guarantor Pledgor is a party. Guarantor Pledgor expressly waives any "claim" (as such term is defined in the United States Bankruptcy Code) of any kind against Pledgee. Pledgor agrees that it they shall not have or assert any such rights against Borrower any person or its successors and assigns or any other Person entity (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower), either directly or as an attempted setoff to any action commenced against Guarantor Pledgor by Borrower (as a Borrower or in any other capacity), Beneficiary Pledgee or any other such Personperson or entity. Guarantor Pledgor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary Pledgee and shall not limit or otherwise affect GuarantorPledgor's liability hereunder, under any other Loan Document to which Guarantor is a party, hereunder or the enforceability hereof or thereofhereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document document to which Guarantor any of the Guarantors is a party, Guarantor hereby Guarantors expressly waives with respect to Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, waive any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor any of the Guarantors may have or hereafter acquire against Borrower or any other such Person person in connection with or as a result of Guarantor's Guarantors' execution, delivery and/or performance of this Guaranty guaranty or any other Loan Document document to which Guarantor any of the Guarantors is a party, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law. Guarantor agrees that it Guarantors shall not have or assert any such rights against Borrower or its Borrower's successors and assigns or any other Person person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower), either directly or as an attempted setoff to any action commenced against Guarantor any of the Guarantors by Borrower (as a Borrower borrower or in any other capacity), Beneficiary Agent, Banks or any other such Personperson. Guarantor Guarantors hereby acknowledges acknowledge and agrees agree that this waiver is intended to benefit Borrower Borrower, Agent and Beneficiary Banks and shall not limit or otherwise affect Guarantor's Guarantors' liability hereunderunder this guaranty, under any other Loan Document document to which Guarantor any of the Guarantors is a party, or the enforceability hereof or thereof. In furtherance, and not in limitation, of the preceding waiver, Guarantors agree that any payments made by them under this guaranty shall be deemed a contribution to the capital of Borrower or other obligated party and any such payment shall not cause Guarantors to become creditors of Borrower or other such party.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document document to which Guarantor is a party, until all obligations under this Guaranty are fully paid and performed, Guarantor hereby expressly waives with respect to Borrower and its successors and assigns any other person (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower or any other such Person person in connection with or as a result of Guarantor's ’s execution, delivery and/or performance of this Guaranty or any other Loan Document document to which Guarantor is a party. Guarantor agrees that it Guarantor shall not have or assert any such rights against Borrower or its successors and assigns or any other Person person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower), either directly or as an attempted setoff to any action commenced against Guarantor by Borrower or any other person (whether as a Borrower borrower or in any other capacity), Beneficiary ) or any other such Personby Lender. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary Lender and shall not limit or otherwise affect Guarantor's ’s liability hereunder, under any other Loan Document document to which Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which Guarantor is a partyParty, Guarantor hereby expressly waives with respect to Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below), to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor or against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of Guarantor's ’s execution, delivery and/or performance of this Guaranty or any other Loan Document to which Guarantor is a party. Guarantor agrees that it shall not have or assert any such rights against Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower borrower or in any other capacity), Beneficiary any Creditor or any other such Person. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary the Creditors and shall not limit or otherwise affect Guarantor's ’s liability hereunder, under any other Loan Document to which Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding Until the principal of, premium, if any, and interest on the Notes are paid and all of the Guaranteed Obligations have been paid and performed in full, notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Senior Subordinated Note Document to which Guarantor is a partythe Guarantors are Party, Guarantor the Guarantors hereby expressly waives waive with respect to Borrower Company and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower Company or any surety for BorrowerCompany, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor the Guarantors may have or hereafter acquire against Borrower Company or any other such Person in connection with or as a result of Guarantor's Guarantors’ execution, delivery and/or performance of this Guaranty Guarantee or any other Loan Senior Subordinated Note Document to which Guarantor is a the Guarantors are party. Guarantor agrees that it The Guarantors agree that, until the principal of, premium, if any, and interest on the Notes are paid and all of the Guaranteed Obligations have been paid and performed in full, they shall not have or assert any such rights against Borrower Company or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower Company or any surety for BorrowerCompany, either directly or as an attempted setoff to any action commenced against Guarantor the Guarantors by Borrower Company (as a Borrower borrower or in any other capacity), Beneficiary the Purchasers or any other such Person. Guarantor The Guarantors hereby acknowledges acknowledge and agrees agree that this waiver is intended to benefit Borrower Company and Beneficiary the Purchasers and shall not limit or otherwise affect Guarantor's the Guarantors’ liability hereunder, under any other Loan Senior Subordinated Note Document to which Guarantor is a the Guarantors are party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which Guarantor is a partyParty, Guarantor hereby expressly waives with respect to any Borrower and its successors and assigns (including INCLUDING any surety) and any other Person which is directly or indirectly a creditor of any Borrower or any surety for any Borrower, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against any Borrower or any other such Person in connection with or as a result of Guarantor's execution, delivery and/or performance of this Guaranty or any other Loan Document to which Guarantor is a party. Guarantor agrees that it shall not have or assert any such rights against any Borrower or its successors and assigns or any other Person (including INCLUDING any surety) which is directly or indirectly a creditor of Borrower or any surety for any Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by any Borrower (as a Borrower borrower or in any other capacity), Beneficiary Lender or any other such Person. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower Borrowers and Beneficiary Lender and shall not limit or otherwise affect Guarantor's liability hereunder, under any other Loan Document to which Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the ------------------------------- contrary elsewhere contained herein or in any other Loan Document to which Guarantor is a partyParty, unless and until all Obligations have been paid and performed in full, Guarantor hereby expressly waives with respect to Borrower and its successors and assigns (including any surety) and any other Person which --------- is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of Guarantor's execution, delivery and/or performance of this Guaranty or any other Loan Document to which Guarantor is a party. Guarantor agrees that it shall not have or assert any such rights against Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly a --------- creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower borrower or in any other capacity), Beneficiary Lender or any other such PersonPerson unless and until all Obligations have been paid and performed in full. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary Lender and shall not limit or otherwise affect Guarantor's liability hereunder, under any other Loan Document to which Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document the Credit Agreement to which Guarantor is a party, Guarantor hereby expressly waives with respect to Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of Guarantor's execution, delivery and/or performance of this Guaranty or any other Loan Document to which Guarantor is a partythe Credit Agreement. Guarantor agrees that it shall not have or assert any such rights against Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower borrower or in any other capacity), Beneficiary Lender or any other such Person. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary Lender and shall not limit or otherwise affect Guarantor's liability hereunder, or under any other Loan Document to which Guarantor is a party, the Credit Agreement or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to This Agreement is expressly for the contrary elsewhere contained herein or in benefit of TMI and any other Loan Document to which Guarantor is a partyIndemnified Party (as defined below), Guarantor hereby expressly waives with respect to Borrower and its their respective successors and assigns (including collectively, the “Beneficiaries”). The obligations of each Principal hereunder shall be in addition to and shall not limit or in any surety) and way affect the obligations of any Principal under any existing or future contribution agreements or guaranties unless said other Person which is directly agreements or indirectly a creditor guaranties are expressly modified or revoked in writing. Subject to Paragraph 1 of Borrower or any surety for Borrowerthis Agreement, the obligations of each Principal hereunder are independent of the obligations of TMI. Each Principal expressly waives any and all rights at law or in equity to of subrogation, to reimbursement, to indemnity, exoneration, to contribution (except as specifically provided in Section 11 below), to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower or any other claim which such Person Principal may now or hereafter have against TMI, any Borrower, the Operating Partnership, any Intermediary Owner (as defined in connection with or as a result of Guarantor's execution, delivery and/or performance of this Guaranty or any other Loan Document to which Guarantor is a party. Guarantor agrees that it shall not have or assert any such rights against Borrower or its successors and assigns the Contribution Agreements) or any other Person (including any suretyother than a direct or indirect member or partner in such Principal) which is directly or indirectly contingently liable for the payment or performance of any Loan Agreement or Security Instrument (including, without limitation, any property collateralizing the obligations under any Loan) referred to in the Contribution Agreements, arising from the existence or performance of this Agreement. Each Principal further agrees that it will not enter into any agreement providing, directly or indirectly, for contribution, reimbursement or repayment by TMI, the Operating Partnership, any Intermediary Owner, any Borrower or any other Person (other than a direct or indirect member or partner in such Principal) on account of any payment by such Principal and further agrees that any such agreement, whether existing or hereafter entered into in violation hereof would be void. In furtherance, and not in limitation, of the preceding waiver, each Principal agrees that (i) any payment directly to any Lender by a Principal in satisfaction of its obligations pursuant to this Agreement shall be deemed a contribution by such Principal (as applicable) to the capital of TMI, and any such payment shall not cause any Principal to be a creditor of Borrower or any surety for such Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower or in any other capacity)Intermediary Owner, Beneficiary or any other such Person. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary and shall not limit or otherwise affect Guarantor's liability hereunder, under any other Loan Document to which Guarantor is a partythe Operating Partnership, or TMI, and (ii) no Principal shall be entitled to, or shall receive, the enforceability hereof or thereofreturn of any such capital contribution except to the extent permitted by the organizational documents of TMI.

Waiver of Rights of Subrogation. Notwithstanding anything to the ------------------------------- contrary elsewhere contained herein or in any other Loan Document to which any Guarantor is a partyParty, each Guarantor hereby expressly waives with respect to Borrower Borrower, any Co-Borrower, any other Party and its their successors and assigns (including any surety) and any other Person which is directly or indirectly a --------- creditor of Borrower Borrower, any Co-Borrower, any other Party or any surety for Borrower, any Co-Borrower or any other Party, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which that Guarantor may have or hereafter acquire against Borrower, any Co-Borrower or any other such Person in connection with or as a result of that Guarantor's execution, delivery and/or performance of this Subsidiary Guaranty or any other Loan Document to which that Guarantor is a partyParty. Each Guarantor agrees that it shall not have or assert any such rights against Borrower, any Co-Borrower or its any other Party or their successors and assigns or any other Person (including --------- any surety) which is directly or indirectly a creditor of Borrower, any Co- Borrower or any other Party or any surety for Borrower, any Co-Borrower, or any other Party either directly or as an attempted setoff to any action commenced against that Guarantor by Borrower, any Co-Borrower or any other Party (as a Borrower borrower, co-borrower or in any other capacity), Beneficiary Lender or any other such Person. Each Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower Borrower, the Co-Borrowers, the other Parties and Beneficiary Lender and shall not limit or otherwise affect that Guarantor's liability hereunder, under any other Loan Document to which that Guarantor is a partyParty, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which Guarantor is a partyherein, Guarantor hereby expressly waives with respect to the Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for BorrowerPerson, (a) any and all rights at law Law (including without limitation the United States Bankruptcy Code or any successor or similar statute), in equity or by contract to subrogation, to reimbursement, to exoneration, contribution, indemnity or setoff; and any and all rights to contribution share in any collateral, (except as specifically provided in Section 11 below)b) any and all rights to enforce any remedy that the Lenders, to setoff or to any of them, may have against the Borrower, and (c) any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower the Borrower, any constituent entities, or any other such Person in connection with or as a result of Guarantor's ’s execution, delivery and/or performance of this Guaranty or any other Loan Document to which Guaranty. In accordance with California Civil Code Section 2856, Guarantor is a party. Guarantor agrees waives all rights and defenses arising out of an election of remedies by the creditor, even though that it shall not have or assert any election of remedies, such rights against Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower nonjudicial foreclosure with respect to security for a guarantied obligation, has destroyed the guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or in any other capacity), Beneficiary or any other such Personotherwise. Guarantor hereby acknowledges and agrees that this waiver is the foregoing waivers are intended to benefit the Borrower and Beneficiary the Lenders and shall not limit or otherwise affect Guarantor's ’s liability hereunder, under any other Loan Document to which Guarantor is a party, hereunder or the enforceability hereof or thereof.hereof. GUARANTOR EXPRESSLY AFFIRMS THE FOREGOING WAIVERS BY INITIALING HERE: ________ Guarantor

Waiver of Rights of Subrogation. Notwithstanding anything to the ------------------------------- contrary elsewhere contained herein or in any other Loan Document to which any Guarantor is a partyParty, each Guarantor hereby expressly waives with respect to Borrower and its successors and assigns (including any surety) and any other --------- Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which that Guarantor may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of that Guarantor's execution, delivery and/or performance of this Subsidiary Guaranty or any other Loan Document to which that Guarantor is a party. Each Guarantor agrees that it shall not have or assert any such rights against Borrower or its successors and assigns or any other Person (including --------- any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against that Guarantor by Borrower (as a Borrower borrower or in any other capacity), Beneficiary Lender or any other such Person. Each Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary Lender and shall not limit or otherwise affect that Guarantor's liability hereunder, under any other Loan Document to which that Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which any Guarantor is a partyParty, each Guarantor hereby expressly waives with respect to Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which such Guarantor may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this Guaranty or any other Loan Document to which such Guarantor is a party. Each Guarantor agrees that it shall not have or assert any such rights against Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against such Guarantor by Borrower (as a Borrower borrower or in any other capacity), Beneficiary Lender or any other such Person. Each Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary Lender and shall not limit or otherwise affect such Guarantor's ’s liability hereunder, under any other Loan Document to which such Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein (other than Section 15 below) or in any other Loan Transaction Document to which Guarantor is a party, Guarantor hereby expressly waives with respect to Borrower and its Borrower’s successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of Guarantor's ’s execution, delivery and/or performance of this Guaranty or any other Loan Transaction Document to which Guarantor is a party. Guarantor agrees that it shall not have or assert any such rights against Borrower or its Borrower’s successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower borrower or in any other capacity), Beneficiary or any other such Person. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower Borrower, Beneficiary and Beneficiary Collateral Agent and shall not limit or otherwise affect Guarantor's ’s liability hereunder, under any other Loan Transaction Document to which Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding Notwith- standing anything to the contrary elsewhere contained herein or in any other Loan Document to which any Guarantor is a partyParty, Guarantor Guarantors hereby expressly waives waive with respect to Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution con- tribution (except as specifically provided in Section 11 below), to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor Guarantors may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of Guarantor's Guarantors' execution, delivery and/or performance of this Subsidiary Guaranty or any other Loan Document to which any Guarantor is a party. Guarantor agrees Guarantors agree that it they shall not have or assert any such rights against Borrower or its their successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor Guarantors by Borrower (as a Borrower borrower or in any other capacity), Beneficiary Lender or any other such Person. Guarantor Guarantors hereby acknowledges acknowledge and agrees agree that this waiver is intended to benefit Borrower and Beneficiary Lender and shall not limit or otherwise affect Guarantor's Guarantors' liability hereunder, under any other Loan Document to which any Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which Guarantor is a party, unless and until all Obligations have been paid and performed in full, Guarantor hereby expressly waives with respect to Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of Guarantor's ’s execution, delivery and/or performance of this Guaranty or any other Loan Document to which Guarantor is a party. Guarantor agrees that it shall not have or assert any such rights against Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower borrower or in any other capacity), Beneficiary the Bank or any other such PersonPerson unless and until all Obligations have been paid and performed in full. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary the Bank and shall not limit or otherwise affect Guarantor's ’s liability hereunder, under any other Loan Document to which Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything Subject to the contrary elsewhere contained herein or in any other Loan Document to which Guarantor Section 1(a), this is a party, Guarantor hereby expressly waives with respect to Borrower guarantee of payment and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor not of Borrower or any surety for Borrower, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below), to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a makercollection, and which Guarantor may have or hereafter acquire against Borrower or any other such Person the obligations of the Guarantors hereunder shall be in connection with or as a result of Guarantor's execution, delivery and/or performance of this Guaranty or any other Loan Document addition to which Guarantor is a party. Guarantor agrees that it shall not have or assert any such rights against Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower or in any other capacity), Beneficiary or any other such Person. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary and shall not limit or otherwise in any way affect Guarantor's liability hereunder, the obligations of the Guarantors under any other existing or future guaranties unless said other guaranties are expressly modified or revoked in writing. Each Guarantor expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which such Guarantor may now or hereafter have against the Borrower or any other Person directly or contingently liable for the payment or performance of the Loan Document or Deed of Trust (including, without limitation, any property collateralizing the Obligations), arising solely from the existence or performance of this Guaranty. Each Guarantor further agrees that it will not enter into any agreement providing, directly or indirectly, for contribution, reimbursement or repayment by the Borrower or any other Person on account of any payment by such Guarantor and further agrees that any such agreement, whether existing or hereafter entered into, would be void. In furtherance, and not in limitation, of the preceding waiver, each Guarantor, the Borrower and the Operating Partnership by their acceptance hereof agree that (i) any payment to which the Lender or any Indemnified Party by such Guarantor is pursuant to this Guaranty shall be treated as a partycontribution by such Guarantor to the capital of the Operating Partnership, followed by a contribution of such capital to the Borrower, or, if the Operating Partnership owns Borrower through one or more entities, as a contribution by the enforceability hereof Operating Partnership to the Capital of Borrower through successive contributions through each such entity, and any such payment shall not cause such Guarantor to be a creditor of the Operating Partnership, the Borrower or any partner or affiliate thereof, and (ii) such Guarantor shall not be entitled to, and shall not receive, the return of any such capital contribution or receive any consideration in exchange therefor (including, but not limited to, any distribution from the Operating Partnership with respect to such contribution or interests or units in the Operating Partnership).

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which Guarantor is a party, The Guarantor hereby expressly and irrevocably waives with respect to the Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for BorrowerPerson, any and all rights at law or in equity equity, by agreement or otherwise, to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided contribution, setoff, share in Section 11 below), to setoff any collateral or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which that the Guarantor may have or hereafter acquire against Borrower the Borrower, any of its Affiliates, or any other such Person in connection with or as a result of the Guarantor's execution, delivery and/or or performance hereunder. In furtherance of this Guaranty or any other Loan Document to which Guarantor is a party. the foregoing, the Guarantor agrees that it any payment by the Guarantor to the Agent, the XX Xxxxx or the Lenders pursuant to this Guaranty shall not have or assert any be deemed a contribution to the capital of the Borrower, and no such rights against Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly payment shall constitute the Guarantor a creditor of Borrower or any surety for the Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower or in any other capacity), Beneficiary or any other such Person. The Guarantor hereby acknowledges and agrees that this waiver is the foregoing waivers are intended to benefit Borrower the Borrower, the Agent, the XX Xxxxx and Beneficiary the Lenders and shall not limit or otherwise affect the Guarantor's liability hereunder, under any other Loan Document to which Guarantor is a party, hereunder or the enforceability hereof hereof. If, notwithstanding the foregoing, any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by the Guarantor in trust for the Agent, the XX Xxxxx and the Lenders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Agent in the exact form received by the Guarantor (duly endorsed by the Guarantor to the Agent), to be applied against the Obligations, whether matured or thereofunmatured, in such order as the Agent may determine.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein (other than Section 15 below) or in any other Loan Document to which any Guarantor is a party, until the Guarantied Obligations have been paid and performed in full (other than contingent indemnification obligations for which no claim has been made), the Credit Agreement and the other Loan Documents shall have been terminated and no commitment to extend credit to Borrower remains outstanding under the Credit Agreement, Guarantor hereby expressly waives postpones with respect to Borrower and its Borrower’s successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which any Guarantor may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of any Guarantor's ’s execution, delivery and/or performance of this Guaranty or any other Loan Document to which any Guarantor is a party. Each Guarantor agrees that it shall not have or assert any such rights against Borrower or its Borrower’s successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against such Guarantor by Borrower (as a Borrower borrower or in any other capacity), Beneficiary or any other such Person. Each Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower Borrower, Beneficiary and Beneficiary Collateral Agent and shall not limit or otherwise affect any Guarantor's ’s liability hereunder, under any other Loan Document to which any Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which Guarantor any Flooring Loan Borrower is a party, Guarantor each Flooring Loan Borrower hereby expressly waives with respect to each other Flooring Loan Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower), any and all rights at law or in equity to subrogation, to reimbursement, to indemnity, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and maker which Guarantor any Flooring Loan Borrower may have or hereafter acquire against Borrower or any other such Person Flooring Loan Borrower in connection with or as a result of Guarantor's such Flooring Loan Borrowers’ execution, delivery and/or performance of this Guaranty Agreement or any other Loan Document to which Guarantor any Flooring Loan Borrower is a party. Guarantor Until the full and final payment of the Flooring Loan Obligations and the termination of the Commitments under the Loan Agreement, each Flooring Loan Borrower agrees that it shall not have or assert any such rights against any other Flooring Loan Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of any other Flooring Loan Borrower or any surety for any other Flooring Loan Borrower, either directly or as an attempted setoff to any action commenced against Guarantor any Flooring Loan Borrower by any other Flooring Loan Borrower (as a Borrower borrower or in any other capacity), Beneficiary or any other such Person. Guarantor Each Flooring Loan Borrower hereby acknowledges and agrees that this waiver is intended to benefit Borrower the Agent and Beneficiary the Lenders and shall not limit or otherwise affect Guarantor's its liability hereunder, under any other Loan Document to which Guarantor any Flooring Loan Borrower is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to This Agreement is expressly for the contrary elsewhere contained herein or in benefit ofthe Borrower, the Lender, any other Loan Document to which Guarantor is a partyIndemnified Party (as defined below), Guarantor hereby expressly waives with respect to Borrower and its theirrespective successors and assigns (including collectively, the "Beneficiaries"). The obligations of MPLP hereunder [PSR:psr/ContingentContribution Agreement (Bottom Dollar) Cerritos LaSalle Bank Loan.DOC/122705/1039.023] 4 shall be in addition to and shall not limit or in any surety) and way affect the obligations the Joint Venture under any existing or future guaranties unless said other Person which is directly guaranties are expressly modified or indirectly a creditor revoked in writing. Subject to Paragraph 1 of Borrower or any surety for this Agreement, the obligations of MPLP hereunder are independent of the obligations of Borrower, and a separate action or actions may be brought by any Beneficiary against MPLP, whether or not actions are brought against Borrower, and whether or not Borrower is joined in any such action or actions against MPLP. MPLP expressly waives any and all rights at law or in equity to of subrogation, to reimbursement, to indemnity, exoneration, to contribution (except as specifically provided in Section 11 below), to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower or any other such Person in connection with claim which MPLP may now or as a result of Guarantor's executionhereafter have against the Joint Venture, delivery and/or performance of this Guaranty or any other Loan Document to which Guarantor is a party. Guarantor agrees that it shall not have or assert any such rights against the Borrower or its successors and assigns or any other Person (including any suretyother than a direct or indirect partner in MPLP) which is directly or indirectly contingently liable for the payment or performance of the Security Instrument (including, without limitation, any property collateralizing the obligations under the Loan), arising from the existence or performance of this Agreement. MPLP further agrees that it will not enter into any agreement providing, directly or indirectly, for contribution, reimbursement or repayment by the Joint Venture, Borrower or any other Person (other than a direct or indirect partner in MPLP) on account of any payment by MPLP and further agrees that any such agreement, whether existing or hereafter entered into in violation hereof would be void. In furtherance, and not in limitation, of the preceding waiver, MPLP agrees that (i) any payment directly to the Lender by MPLP in satisfaction of its obligations pursuant to this Agreement shall be deemed a contribution by MPLP (as applicable) to the capital of the Joint Venture, and any such payment shall not cause MPLP to be a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower or in any other capacity), Beneficiary or any other such Person. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary and shall not limit or otherwise affect Guarantor's liability hereunder, under any other Loan Document to which Guarantor is a party, or the enforceability hereof Joint Venture, and (ii) MPLP shall not be entitled to, or thereofshall receive, the return of any such capital contribution except to the extent permitted by the organizational documents of the Joint Venture.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which any Guarantor is a party, Guarantor hereby expressly waives with respect to Borrower and its Borrower's successors and assigns (including any surety) and any other Person person or entity which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower or any other such Person person or entity in connection with or as a result of Guarantor's execution, delivery and/or performance of this Guaranty or any other Loan Document to which Guarantor is a party. Guarantor agrees that it shall not have or assert any such rights against Borrower or its Borrower's successors and assigns or any other Person person or entity (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower borrower, co-borrower or in any other capacity), Beneficiary Lender or any other such Personperson or entity. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary Lender and shall not limit or otherwise affect Guarantor's liability hereunder, under any other Loan Document to which Guarantor is a partyParty, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which any Guarantor is a partyParty, Guarantor Guarantors hereby expressly waives waive with respect to Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below), to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor Guarantors may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of Guarantor's Guarantors' execution, delivery and/or performance of this Subsidiary Guaranty or any other Loan Document to which any Guarantor is a party. Guarantor agrees Guarantors agree that it they shall not have or assert any such rights against Borrower or its their successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor Guarantors by Borrower (as a Borrower borrower or in any other capacity), Beneficiary Lender or any other such Person. Guarantor Guarantors hereby acknowledges acknowledge and agrees agree that this waiver is intended to benefit Borrower and Beneficiary Lender and shall not limit or otherwise affect Guarantor's Guarantors' liability hereunder, under any other Loan Document to which any Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which Guarantor any of Borrower or any Co-Borrower is a party, Guarantor Borrower and the Co-Borrowers hereby expressly waives waive with respect to Borrower each other and its their respective successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, any and all rights at law Law or in equity equity, to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to indemnity, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, maker and which Guarantor Borrower or any Co-Borrower may have or hereafter acquire against Borrower each other or any other such Person in connection with or as a result of Guarantor's their execution, delivery and/or performance of this Guaranty the Loan Agreement, these Joint Borrower Provisions or any other Loan Document to which Guarantor any of them is a party. Guarantor agrees Borrower and the Co-Borrowers agree that it they shall not have or assert any such rights against Borrower one another or its their respective successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower), either directly or as an attempted setoff to any action commenced against Guarantor Borrower or any Co-Borrower by Borrower or any Co-Borrower (as a Borrower or Co-Borrowers or in any other capacity), Beneficiary ) or any other such Person. Guarantor Borrower and the Co-Borrowers hereby acknowledges acknowledge and agrees agree that this waiver is intended to benefit Borrower the Administrative Agent and Beneficiary the Lenders and shall not limit or otherwise affect Guarantor's liability hereunder, the Borrower’s or any Co-Borrower’s liabilities hereunder or under any other Loan Document to which Guarantor any of them is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which Guarantor is a partyherein, Guarantor hereby expressly waives with respect to Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for BorrowerPerson, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff setoff, or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower Borrower, any constituent entities, or any other such Person in connection with or as a result of Guarantor's execution, delivery and/or performance of this Guaranty or any other Loan Document to which Guarantor is a partyGuaranty. In furtherance of the foregoing, Guarantor agrees that it any payment by Guarantor to Lender pursuant to this Guaranty shall not have or assert any be deemed a contribution to the capital of Borrower and no such rights against Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly payment shall constitute Guarantor a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower or in any other capacity), Beneficiary or any other such Person. Guarantor hereby acknowledges and agrees that this waiver is the foregoing waivers are intended to benefit Borrower and Beneficiary Lender and shall not limit or otherwise affect Guarantor's liability hereunder, under any other Loan Document to which Guarantor is a party, hereunder or the enforceability hereof or thereofhereof.

Waiver of Rights of Subrogation. Notwithstanding anything to This Agreement is expressly for the contrary elsewhere contained herein or in benefit of MTP-Philadelphia and any other Loan Document to which Guarantor is a partyIndemnified Party (as defined below), Guarantor hereby expressly waives with respect to Borrower and its their respective successors and assigns (including collectively, the “Beneficiaries”). The obligations of each Principal hereunder shall be in addition to and shall not limit or in any surety) and way affect the obligations of any Principal under any existing or future contribution agreements or guaranties unless said other Person which is directly agreements or indirectly a creditor guaranties are expressly modified or revoked in writing. Subject to Paragraph 1 of Borrower or any surety for Borrowerthis Agreement, the obligations of each Principal hereunder are independent of the obligations of MTP-Philadelphia. Each Principal expressly waives any and all rights at law or in equity to of subrogation, to reimbursement, to indemnity, exoneration, to contribution (except as specifically provided in Section 11 below), to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower or any other claim which such Person Principal may now or hereafter have against MTP-Philadelphia, any Borrower, the Operating Partnership, any Intermediary Owner (as defined in connection with or as a result of Guarantor's execution, delivery and/or performance of this Guaranty or any other Loan Document to which Guarantor is a party. Guarantor agrees that it shall not have or assert any such rights against Borrower or its successors and assigns the Contribution Agreements) or any other Person (including any suretyother than a direct or indirect member or partner in such Principal) which is directly or indirectly contingently liable for the payment or performance of any Loan Agreement or Security Instrument (including, without limitation, any property collateralizing the obligations under any Loan) referred to in the Contribution Agreements, arising from the existence or performance of this Agreement. Each Principal further agrees that it will not enter into any agreement providing, directly or indirectly, for contribution, reimbursement or repayment by MTP-Philadelphia, the Operating Partnership, any Intermediary Owner, any Borrower or any other Person (other than a direct or indirect member or partner in such Principal) on account of any payment by such Principal and further agrees that any such agreement, whether existing or hereafter entered into in violation hereof would be void. In furtherance, and not in limitation, of the preceding waiver, each Principal agrees that (i) any payment directly to any Lender by a Principal in satisfaction of its obligations pursuant to this Agreement shall be deemed a contribution by such Principal (as applicable) to the capital of MTP-Philadelphia, and any such payment shall not cause any Principal to be a creditor of Borrower or any surety for such Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower or in any other capacity)Intermediary Owner, Beneficiary or any other such Person. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary and shall not limit or otherwise affect Guarantor's liability hereunder, under any other Loan Document to which Guarantor is a partythe Operating Partnership, or MTP-Philadelphia, and (ii) no Principal shall be entitled to, or shall receive, the enforceability hereof or thereofreturn of any such capital contribution except to the extent permitted by the organizational documents of MTP-Philadelphia.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which any Guarantor is a partyParty, Guarantor Guarantors hereby so long as the Guarantied Obligations remain outstanding expressly waives waive with respect to any Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of any Borrower or any surety for any Borrower, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor Guarantors may have or hereafter acquire against any Borrower or any other such Person in connection with or as a result of Guarantor's Guarantors' execution, delivery and/or performance of this Guaranty or any other Loan Document to which any Guarantor is a party. Guarantor agrees Guarantors agree that it so long as the Guarantied Obligations remain outstanding they shall not have or assert any such rights against any Borrower or its their successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of area Borrower or any surety for any Borrower, either directly or as an attempted setoff to any action commenced against Guarantor Guarantors by such Borrower (as a Borrower borrower or in any other capacity), Beneficiary the Creditor Parties or any other such Person. Guarantor Guarantors hereby acknowledges acknowledge and agrees agree that this waiver is intended to benefit Borrower Borrowers and Beneficiary the Creditor Parties and shall not limit or otherwise affect Guarantor's Guarantors' liability hereunder, under any other Loan Document to which any Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other the Loan Document Agreement to which Guarantor any Grantor is a partyparty until no part of any commitment to lend remains outstanding and all of the Secured Obligations have been paid and performed in full, Guarantor Grantors hereby expressly waives waive with respect to the Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrowerperson, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, maker and which Guarantor Grantors may have or hereafter acquire against the Borrower or any other such Person party in connection with or as a result of Guarantor's Grantors' execution, delivery and/or performance of this Guaranty Agreement or any other Loan Document loan document to which Guarantor any Grantor is a party. Guarantor agrees Grantors agree that it they shall not have or assert any such rights against the Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against Guarantor Grantors by the Borrower (as a Borrower borrower or in any other capacity), Beneficiary ) or any other such Personperson. Guarantor Grantors hereby acknowledges acknowledge and agrees agree that this waiver is intended to benefit Borrower and Beneficiary the Bank and shall not limit or otherwise affect Guarantor's Grantors' liability hereunder, under any other Loan Document to which Guarantor any Grantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which Guarantor any Grantor is a party, Guarantor Grantors hereby expressly waives waive with respect to Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for BorrowerPerson, any and all rights at law Law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)indemnity, to contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, maker and which Guarantor Grantors may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of Guarantor's Grantors’ execution, delivery and/or performance of this Guaranty Agreement or any other Loan Document to which Guarantor any Grantor is a party. Guarantor Each of the Grantors agrees that it shall not have or assert any such rights against Borrower any other Grantor or its any such Grantor’s successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower), either directly or as an attempted setoff to any action commenced against Guarantor such Grantor by Borrower the other such Grantor (as a Borrower borrower or in any other capacity), Beneficiary ) or any other such Person. Guarantor Grantors hereby acknowledges acknowledge and agrees agree that this waiver is intended to benefit Borrower and Beneficiary Secured Party and shall not limit or otherwise affect Guarantor's Grantors’ liability hereunder, under any other Loan Document to which Guarantor any Grantor is a party, or the enforceability hereof or thereof. Until such time, if any, as all of the Obligations have been paid and performed in full and no portion of any Commitment remains in effect, each Grantor expressly waives any right to enforce any remedy that Secured Party now has or hereafter may have against any other Person and waives the benefit of, or any right to participate in, any Collateral now or hereafter held by Secured Party. Each Grantor waives all rights and defenses arising out of an election of remedies by Secured Party, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations has destroyed such Xxxxxxx’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise.

Waiver of Rights of Subrogation. Notwithstanding anything to This Agreement is expressly for the contrary elsewhere contained herein or in benefit of MTP-CSII and any other Loan Document to which Guarantor is a partyIndemnified Party (as defined below), Guarantor hereby expressly waives with respect to Borrower and its their respective successors and assigns (including collectively, the “Beneficiaries”). The obligations of each Principal hereunder shall be in addition to and shall not limit or in any surety) and way affect the obligations of any Principal under any existing or future contribution agreements or guaranties unless said other Person which is directly agreements or indirectly a creditor guaranties are expressly modified or revoked in writing. Subject to Paragraph 1 of Borrower or any surety for Borrowerthis Agreement, the obligations of each Principal hereunder are independent of the obligations of MTP-CSII. Each Principal expressly waives any and all rights at law or in equity to of subrogation, to reimbursement, to indemnity, exoneration, to contribution (except as specifically provided in Section 11 below), to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Borrower or any other claim which such Person Principal may now or hereafter have against MTP-CSII, any Borrower, the Operating Partnership, any Intermediary Owner (as defined in connection with or as a result of Guarantor's execution, delivery and/or performance of this Guaranty or any other Loan Document to which Guarantor is a party. Guarantor agrees that it shall not have or assert any such rights against Borrower or its successors and assigns the Contribution Agreements) or any other Person (including any suretyother than a direct or indirect member or partner in such Principal) which is directly or indirectly contingently liable for the payment or performance of any Loan Agreement or Security Instrument (including, without limitation, any property collateralizing the obligations under any Loan) referred to in the Contribution Agreements, arising from the existence or performance of this Agreement. Each Principal further agrees that it will not enter into any agreement providing, directly or indirectly, for contribution, reimbursement or repayment by MTP-CSII, the Operating Partnership, any Intermediary Owner, any Borrower or any other Person (other than a direct or indirect member or partner in such Principal) on account of any payment by such Principal and further agrees that any such agreement, whether existing or hereafter entered into in violation hereof would be void. In furtherance, and not in limitation, of the preceding waiver, each Principal agrees that (i) any payment directly to any Lender by a Principal in satisfaction of its obligations pursuant to this Agreement shall be deemed a contribution by such Principal (as applicable) to the capital of MTP-CSII, and any such payment shall not cause any Principal to be a creditor of Borrower or any surety for such Borrower, either directly or as an attempted setoff to any action commenced against Guarantor by Borrower (as a Borrower or in any other capacity)Intermediary Owner, Beneficiary or any other such Person. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary and shall not limit or otherwise affect Guarantor's liability hereunder, under any other Loan Document to which Guarantor is a partythe Operating Partnership, or MTP-CSII, and (ii) no Principal shall be entitled to, or shall receive, the enforceability hereof or thereofreturn of any such capital contribution except to the extent permitted by the organizational documents of MTP-CSII.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein (a) No Guarantor shall have any right of subrogation, reimbursement, exoneration, contribution or any other rights that would result in any Guarantor being deemed a creditor of Borrower, any other Loan Document to which Guarantor is a party, Guarantor hereby expressly waives with respect to Borrower and its successors and assigns (including any surety) and or any other Person which is directly or indirectly a creditor of Borrower under the Bankruptcy Code or any surety other law or for Borrowerany other purpose. Each Guarantor hereby irrevocably waives all such rights, the right to assert any such rights and any right to enforce any remedy which such Guarantor may now or hereafter have against any Obligor and hereby irrevocably waives any benefit of and any right to participate in, any security now or hereafter held by Lender, whether any of the foregoing rights arise in equity, at law or by contract. (b) As a condition to payment or performance by Guarantors under this Guaranty, Lender shall not be required to, and each Guarantor hereby irrevocably waives any and all rights at law to require Lender to, prosecute or in equity seek to subrogation, enforce any remedies against any Obligor or any other party liable to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below), to setoff Lender on account of the Guarantied Obligations or to require Lender to seek to enforce or resort to any other rights that could accrue remedies with respect to a surety against a principalany security interests, liens or encumbrances granted to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor may have or hereafter acquire against Lender by Borrower or any other such Person on account of the Guarantied Obligations. (c) Any and all present and future debts and obligations of any Obligor to any Guarantor are hereby postponed in connection with or as a result favor of Guarantor's execution, delivery and/or and subordinated to the full payment and performance of this Guaranty or all present and future debts and obligations of any other Loan Document Obligor to which Lender. Each Guarantor is a party. Guarantor also agrees that it Lender’s books and records showing the account between Lender and any Obligor shall not have or assert any such rights against Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to be admissible in any action commenced against Guarantor by Borrower (as a Borrower or in any other capacity), Beneficiary or any other such Person. Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower and Beneficiary proceeding and shall not limit or otherwise affect Guarantor's liability hereunder, under any other Loan Document be binding upon Guarantors for the purpose of establishing the terms set forth therein unless Guarantors notify Lender in writing within 30 days after Borrower’s receipt of its monthly statement from Lender of Borrower’s intention to which Guarantor is a party, or dispute the enforceability hereof or thereofinformation contained therein.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which any Guarantor is a party, so long as the Guarantied Obligations (other than (A) contingent indemnification obligations, (B) Banking Services Obligations and Swap Agreement Obligations as to which arrangements satisfactory to the applicable Secured Party shall have been made and (C) Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made) remain outstanding, each Guarantor hereby expressly waives postpones with respect to Borrower each other Loan Party and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower such other Loan Party or any surety for Borrowersuch other Loan Party, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below)contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which each Guarantor may have or hereafter acquire against Borrower any other Loan Party or any other such Person in connection with or as a result of such Guarantor's ’s execution, delivery and/or performance of this Guaranty or any other Loan Document to which such Guarantor is a party. Each Guarantor agrees that it so long as the Guarantied Obligations (other than (A) contingent indemnification obligations, (B) Banking Services Obligations and Swap Agreement Obligations as to which arrangements satisfactory to the applicable Secured Party shall have been made and (C) Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank shall have been made) remain outstanding, they shall not have or assert any such rights against Borrower any other Loan Party or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower such other Loan Party or any surety for Borrowersuch other Loan Party, either directly or as an attempted setoff to any action commenced against such Guarantor by Borrower any other Loan Party (as a Borrower borrower or in any other capacity), Beneficiary the Secured Parties or any other such Person. Each Guarantor hereby acknowledges and agrees that this waiver is intended to benefit Borrower each other Loan Party and Beneficiary the Secured Parties and shall not limit or otherwise affect such Guarantor's ’s liability hereunder, under any other Loan Document to which such Guarantor is a party, or the enforceability hereof or thereof.

Waiver of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which any Guarantor is a party, Guarantor Guarantors hereby expressly waives waive with respect to Borrower each other Obligor and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower any other Obligor or any surety for Borrowerany other Obligor, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution (except as specifically provided in Section 11 below), to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which Guarantor Guarantors may have or hereafter acquire against Borrower any other Obligor or any other such Person in connection with or as a result of Guarantor's Guarantors’ execution, delivery and/or performance of this Subsidiary Guaranty or any other Loan Document to which any Guarantor is a party. Guarantor agrees Guarantors agree that it they shall not have or assert any such rights against Borrower any other Obligor or its their successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower any other Obligor or any surety for Borrowerany other Obligor, either directly or as an attempted setoff to any action commenced against Guarantor Guarantors by Borrower any other Obligor (as a Borrower borrower or in any other capacity), Beneficiary Bank or any other such Person. Guarantor Guarantors hereby acknowledges acknowledge and agrees agree that this waiver is intended to benefit Borrower the other Obligors and Beneficiary Bank and shall not limit or otherwise affect Guarantor's Guarantors’ liability hereunder, under any other Loan Document to which any Guarantor is a party, or the enforceability hereof or thereof.