Common use of Defenses Clause in Contracts

Defenses. Mortgagor hereby waives any defense it may now or hereafter have that relates to: (a) any disability or other defense of any Borrower or other person; (b) the cessation, from any cause other than full performance, of the obligations of Borrower or any other person; (c) the application of the proceeds of any Secured Obligation, by any Borrower or other person, for purposes other than the purposes represented to Mortgagor by any Borrower or otherwise intended or understood by Mortgagor or any Borrower; (d) any act or omission by Mortgagee which directly or indirectly results in or contributes to the release of any Borrower or other person or any collateral for any Secured Obligation; (e) the unenforceability or invalidity of any collateral assignment (other than this Mortgage) or guaranty with respect to any Secured Obligation, or the lack of perfection or continuing perfection or lack of priority of any lien (other than the lien hereof) which secures any Secured Obligation; (f) any failure of Mortgagee to marshal assets in favor of Mortgagor or any other person; (g) any modification of any Secured Obligation, including any renewal, extension, acceleration or increase in interest rate; (h) any and all rights and defenses arising out of an election of remedies by Mortgagee, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Mortgagor’s rights of subrogation and reimbursement against the principal by operation of Section 580d of the California Code of Civil Procedure or otherwise; (i) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (j) any failure of Mortgagee to file or enforce a claim in any bankruptcy or other proceeding with respect to any person; (k) the election by Mortgagee, in any bankruptcy proceeding of any person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (l) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (m) any use of cash collateral under Section 363 of the United States Bankruptcy Code; or (n) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person. Mortgagor further waives any and all rights and defenses that Mortgagor may have because Borrower’s debt is secured by real EXHIBIT B

Defenses. Mortgagor hereby Each Borrower expressly waives any defense it may and all defenses now or hereafter have that relates to: arising or asserted by reason of (a) any disability or other defense of any other Borrower or any other person; person or entity with respect to any Total Obligations, (b) the cessation, from unenforceability or invalidity as to any cause other than full performance, of the obligations of Borrower or any other person; person or entity of the Total Obligations, (c) the application of the proceeds of any Secured Obligation, by any Borrower or other person, for purposes other than the purposes represented to Mortgagor by any Borrower or otherwise intended or understood by Mortgagor or any Borrower; (d) any act or omission by Mortgagee which directly or indirectly results in or contributes to the release of any Borrower or other person or any collateral for any Secured Obligation; (e) the unenforceability or invalidity of any collateral assignment (other than this Mortgage) security or guaranty with respect to any Secured Obligation, for the Total Obligations or the lack of perfection or continuing perfection or lack failure of priority of any lien security for the Total Obligations, (d) the cessation for any cause whatsoever of the liability of any Borrower or any other person or entity (other than by reason of the lien hereoffull payment and performance of all Total Obligations), (e) which secures to the extent permitted by law, any Secured Obligation; failure of Lender to give notice of sale or other disposition to any Borrower, (f) any failure act or omission of Mortgagee to marshal assets Lender or others that directly or indirectly results in favor or aids the discharge or release of Mortgagor any Borrower or any other person; person or entity or the Total Obligations or any other security or guaranty therefor by operation of law or otherwise, (g) any modification of any Secured Obligation, including any renewal, extension, acceleration or increase in interest rate; (h) any and all rights and defenses arising out of an election of remedies by Mortgagee, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Mortgagor’s rights of subrogation and reimbursement against the principal by operation of Section 580d of the California Code of Civil Procedure or otherwise; (i) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (j) any failure of Mortgagee Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any person; other Borrower, (kh) the election by MortgageeLender, in any bankruptcy proceeding of any personother Borrower, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; , (li) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; Code in connection with the bankruptcy of any other Borrower, (mj) any use of cash collateral under Section 363 of the United States Bankruptcy Code; , or (nk) any agreement or stipulation with any other Borrower with respect to the provision of adequate protection in any bankruptcy proceeding of any personperson or entity. Mortgagor further Each Borrower waives any and all rights and defenses that Mortgagor may have because Borrower’s debt is secured arising out of an election of remedies by real EXHIBIT BLender. Each Borrower authorizes Lender, upon the occurrence of and during the continuance of any Event of Default, at its sole option, without notice or demand and without affecting any Total Obligations or the validity or enforceability of any liens of Lender on any collateral, to foreclose any or all of the Security Documents securing the Total Obligations by judicial or nonjudicial sale.

Defenses. Mortgagor Trustor hereby waives any defense it may now or hereafter have that relates to: (a) any disability or other defense of any Borrower or any other person; (b) the cessation, from any cause other than full performance, of the obligations of Borrower or any other person; (c) the application of the proceeds of any Secured Guaranteed Obligation, by any Borrower or any other person, for purposes other than the purposes represented to Mortgagor Trustor by any Borrower or otherwise intended or understood by Mortgagor Trustor or any Borrower; (d) any act or omission by Mortgagee Beneficiary which directly or indirectly results in or contributes to the release of any Borrower or any other person or any collateral for any Secured Related Obligation; (e) the unenforceability or invalidity of any collateral assignment (other than this MortgageDeed of Trust) or guaranty with respect to any Secured Related Obligation, or the lack of perfection or continuing perfection or lack of priority of any lien (other than the lien hereof) which secures any Secured Related Obligation; (f) any failure of Mortgagee Beneficiary to marshal assets in favor of Mortgagor Trustor or any other person; (g) any modification of any Secured Related Obligation, including any renewal, extension, acceleration or increase in interest rate; (h) any and all rights and defenses arising out of an election of remedies by MortgageeBeneficiary, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligationGuaranteed Obligation or Third-Party Obligation, has destroyed MortgagorTrustor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (i) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (j) any failure of Mortgagee Beneficiary to file or enforce a claim in any bankruptcy or other proceeding with respect to any person; (k) the election by MortgageeBeneficiary, in any bankruptcy proceeding of any person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (l) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (m) any use of cash collateral under Section 363 of the United States Bankruptcy Code; or (n) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person. Mortgagor further waives any and all rights and defenses that Mortgagor may have because Borrower’s debt is secured by real EXHIBIT Bthe

Defenses. Mortgagor Non-Borrower Trustor hereby waives any defense it may now or hereafter have that relates to: (a) any disability or other defense of any Borrower or other person; (b) the cessation, from any cause other than full performance, of the obligations of Borrower or any other person; (c) the application of the proceeds of any Secured Obligation, by any Borrower or other person, for purposes other than the purposes represented to Mortgagor Non-Borrower Trustor by any Borrower or otherwise intended or understood by Mortgagor Non-Borrower Trustor or any Borrower; , (d) any act or omission by Mortgagee Beneficiary which directly or indirectly results in or contributes to the release of any Borrower or other person or any collateral for any Secured Obligation; (e) the unenforceability or invalidity of any collateral assignment (other than this MortgageDeed of Trust) or guaranty with respect to any Secured Obligation, or the lack of perfection or continuing perfection or lack of priority of any lien (other than the lien hereof) which secures any Secured Obligation; (f) any failure of Mortgagee Beneficiary to marshal assets in favor of Mortgagor Non-Borrower Trustor or any other person; (g) any modification of any Secured Obligation, including any renewal, extension, acceleration or increase in interest rate; or (h) any and all rights and defenses arising out of an election of remedies by MortgageeBeneficiary, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Mortgagor’s Non-Borrower Trustor's rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (i) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation; (j) any failure of Mortgagee Beneficiary to file or enforce a claim in any bankruptcy or other proceeding with respect to any person; (k) the election by MortgageeBeneficiary, in any bankruptcy proceeding of any person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (l1) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (m) any use of cash collateral under Section 363 of the United States Bankruptcy Code; (n) the benefit of a fair market value hearing to determine the size of a deficiency judgment following any trustee's foreclosure sale; or (no) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person. Mortgagor further Without limiting the generality of the foregoing, Non-Borrower Trustor expressly waives to the extent permitted by law any and all rights and defenses that Mortgagor may have because Borrower’s debt is secured by real EXHIBIT Bwhich might otherwise be available to a guarantor under California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433 and under California Code of Civil Procedure Sections 580a, 580b, 580d and 726, or any of such sections.

Defenses. Mortgagor hereby Each Borrower expressly waives any defense it may and all defenses now or hereafter have that relates to: arising or asserted by reason of (a) any disability or other defense of any other Borrower or any other person; person or entity with respect to any Total Obligations, (b) the cessation, from unenforceability or invalidity as to any cause other than full performance, of the obligations of Borrower or any other person; person or entity of the Total Obligations, (c) the application of the proceeds of any Secured Obligation, by any Borrower or other person, for purposes other than the purposes represented to Mortgagor by any Borrower or otherwise intended or understood by Mortgagor or any Borrower; (d) any act or omission by Mortgagee which directly or indirectly results in or contributes to the release of any Borrower or other person or any collateral for any Secured Obligation; (e) the unenforceability or invalidity of any collateral assignment (other than this Mortgage) security or guaranty with respect to any Secured Obligation, for the Total Obligations or the lack of perfection or continuing perfection or lack failure of priority of any lien security for the Total Obligations, (d) the cessation for any cause whatsoever of the liability of any Borrower or any other person or entity (other than by reason of the lien hereoffull payment and performance of all Total Obligations), (e) which secures to the extent permitted by law, any Secured Obligation; failure of Lender to give notice of sale or other disposition to any Borrower, (f) any failure act or omission of Mortgagee to marshal assets Lender or others that directly or indirectly results in favor or aids the discharge or release of Mortgagor any Borrower or any other person; person or entity or the Total Obligations or any other security or guaranty therefor by operation of law or otherwise, (g) any modification of any Secured Obligation, including any renewal, extension, acceleration or increase in interest rate; (h) any and all rights and defenses arising out of an election of remedies by Mortgagee, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Mortgagor’s rights of subrogation and reimbursement against the principal by operation of Section 580d of the California Code of Civil Procedure or otherwise; (i) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (j) any failure of Mortgagee Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any person; other Borrower, (kh) the election by MortgageeLender, in any bankruptcy proceeding of any personother Borrower, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; , (li) any extension of credit or the grant of any lien under Xxxxxxx Sxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; Code in connection with the bankruptcy of any other Borrower, (mj) any use of cash collateral under Section 363 of the United States Bankruptcy Code; , or (nk) any agreement or stipulation with any other Borrower with respect to the provision of adequate protection in any bankruptcy proceeding of any personperson or entity. Mortgagor further Each Borrower waives any and all rights and defenses that Mortgagor may have because Borrower’s debt is secured arising out of an election of remedies by real EXHIBIT BLender. Each Borrower authorizes Lender, upon the occurrence of and during the continuance of any Event of Default, at its sole option, without notice or demand and without affecting any Total Obligations or the validity or enforceability of any liens of Lender on any collateral, to foreclose any or all of the Security Documents securing the Total Obligations by judicial or nonjudicial sale.

Defenses. Mortgagor hereby waives any defense it may now or hereafter have that relates to: (a) any disability or other defense of any Borrower or other person; (b) the cessation, from any cause other than full performance, of the obligations of Borrower or any other person; (c) the application of the proceeds of any Secured Obligation, by any Borrower or other person, for purposes other than the purposes represented to Mortgagor by any Borrower or otherwise intended or understood by Mortgagor or any Borrower; (d) any act or omission by Mortgagee which directly or indirectly results in or contributes to the release of any Borrower or other person or any collateral for any Secured Obligation; (e) the unenforceability or invalidity of any collateral assignment (other than this Mortgage) or guaranty with respect to any Secured Obligation, or the lack of perfection or continuing perfection or lack of priority of any lien (other than the lien hereof) which secures any Secured Obligation; (f) any failure of Mortgagee to marshal assets in favor of Mortgagor or any other person; (g) any modification of any Secured Obligation, including any renewal, extension, acceleration or increase in interest rate; (h) any and all rights and defenses arising out of an election of remedies by Mortgagee, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Mortgagor’s 's rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (i) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation; (j) any failure of Mortgagee to file or enforce a claim in any bankruptcy or other proceeding with respect to any person; (k) the election by Mortgagee, in any bankruptcy proceeding of any person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (l) any extension of credit or the grant of any lien under Xxxxxxx Section 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Xxxxxxxtcy Code; (m) any use of cash collateral under Section 363 of the United States Bankruptcy Code; or (n) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person. Mortgagor further waives any and all rights and defenses that Mortgagor may have because Borrower’s debt is secured by real EXHIBIT property; this means, among other things, that: (1) Mortgagee may collect from Mortgagor without first foreclosing on any real or personal property collateral pledged by Borrower; (2) if Mortgagee forecloses on any real property collateral pledged by Borrower, then (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) Mortgagee may collect from Mortgagor even if Mortgagee, by foreclosing on the real property collateral, has destroyed any right Mortgagor may have to collect from Borrower. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses Mortgagor may have because Borrower’s debt is secured by real property. These rights and defenses being waived by Mortgagor include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Without limiting the generality of the foregoing or any other provision hereof, Mortgagor further expressly waives to the extent permitted by law any and all rights and defenses, including without limitation any rights of subrogation, reimbursement, indemnification and contribution, which might otherwise be available to Mortgagor under California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433, or under California Code of Civil Procedure Sections 580a, 580b, 580d and 726, or any of such sections.

Defenses. Mortgagor Each Borrower hereby waives any defense it may now or hereafter have that relates to: (ai) any disability or other defense of any Borrower or other personPerson; (bii) the cessation, from any cause other than full performance, of the obligations of any Borrower or any other personPerson; (ciii) the application of the proceeds of any Secured Obligation, by any Borrower or other personPerson, for purposes other than the purposes represented to Mortgagor such Debtor by any Borrower or otherwise intended or understood by Mortgagor or any Borrowersuch Debtor; (div) any act or omission by Mortgagee the Agent or the Lenders which directly or indirectly results in or contributes to the release of any Borrower or other person Person or any collateral for any Secured ObligationObligations; (ev) the unenforceability or invalidity of any collateral assignment (other than this Mortgage) or guaranty with respect to any Secured Obligation, or the lack of perfection or continuing perfection or lack of priority of any lien (other than the lien hereof) which secures any Secured Obligation; (fvi) any failure of Mortgagee the Agent or the Lenders to marshal assets in favor of Mortgagor such Borrower or any other personPerson; (gvii) any modification of any Secured Obligation, including any renewal, extension, acceleration or increase in interest rate; (hviii) any and all rights and defenses arising out of an election of remedies by Mortgageethe Agent or the Lenders that impairs any subrogation or other right of any Borrower to proceed against any other Borrower or other Person, even though that election including any loss of rights resulting from anti-deficiency laws relating to nonjudicial foreclosures of real property or other laws limiting, qualifying or discharging obligations or remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Mortgagor’s rights of subrogation and reimbursement against the principal by operation of Section 580d of the California Code of Civil Procedure or otherwise; (iix) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation; (jx) any failure of Mortgagee the Agent or the Lenders to file or enforce a claim in any bankruptcy or other proceeding with respect to any personPerson; (kxi) the election by Mortgageethe Agent or the Lenders, in any bankruptcy proceeding of any personPerson, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (lxii) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (mxiii) any use of cash collateral under Section 363 of the United States Bankruptcy Code; or (nxiv) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person. Mortgagor further waives any and all rights and defenses that Mortgagor may have because Borrower’s debt is secured by real EXHIBIT BPerson.

Defenses. Mortgagor Each Borrower hereby waives any defense it may now or hereafter have that relates to: (ai) any disability or other defense of any Borrower or other personPerson; (bii) the cessation, from any cause other than full performance, of the obligations of any Borrower or any other personPerson; (ciii) the application of the proceeds of any Secured Obligation, by any Borrower or other personPerson, for purposes other than the purposes represented to Mortgagor such Borrower by any Borrower or otherwise intended or understood by Mortgagor or any such Borrower; (div) any act or omission by Mortgagee the Agent or the Banks which directly or indirectly results in or contributes to the release of any Borrower or other person Person or any collateral for any Secured ObligationObligations; (ev) the unenforceability or invalidity of any collateral assignment (other than this Mortgage) or guaranty with respect to any Secured Obligation, or the lack of perfection or continuing perfection or lack of priority of any lien (other than the lien hereof) which secures any Secured Obligation; (fvi) any failure of Mortgagee the Agent or the Banks to marshal assets in favor of Mortgagor such Borrower or any other personPerson; (gvii) any modification of any Secured Obligation, including any renewal, extension, acceleration or increase in interest rate; (hviii) any and all rights and defenses arising out of an election of remedies by Mortgageethe Agent or the Banks that impairs any subrogation or other right of any Borrower to proceed against any other Borrower or other Person, even though that election including any loss of rights resulting from anti-deficiency laws relating to nonjudicial foreclosures of real property or other laws limiting, qualifying or discharging obligations or remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Mortgagor’s rights of subrogation and reimbursement against the principal by operation of Section 580d of the California Code of Civil Procedure or otherwise; (iix) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s 's or guarantor’s 's obligation in proportion to the principal obligation; (jx) any failure of Mortgagee to file or enforce a claim in any bankruptcy or other proceeding with respect to any person; (k) the election by Mortgagee, in any bankruptcy proceeding of any person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (l) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (m) any use of cash collateral under Section 363 of the United States Bankruptcy Code; or (n) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person. Mortgagor further waives any and all rights and defenses that Mortgagor may have because Borrower’s debt is secured by real EXHIBIT BAgent 12

Defenses. Mortgagor hereby waives any defense it may now or hereafter have that relates to: (a) any disability or other defense of any Borrower or other person; (b) the cessation, from any cause other than full performance, of the obligations of Borrower or any other person; (c) the application of the proceeds of any Secured ObligationIndebtedness, by any Borrower or other person, for purposes other than the purposes represented to Mortgagor by any Borrower or otherwise intended or understood by Mortgagor or any Borrower; (d) any act or omission by Mortgagee which directly or indirectly results in or contributes to the release of any Borrower or other person or any collateral for any Secured ObligationIndebtedness; (e) the unenforceability or invalidity of any collateral assignment (other than this Mortgage) or guaranty with respect to any Secured ObligationIndebtedness, or the lack of perfection or continuing perfection or lack of priority of any lien (other than the lien hereof) which secures any Secured ObligationIndebtedness; (f) any failure of Mortgagee to marshal assets in favor of Mortgagor or any other person; (g) any modification of any Secured ObligationIndebtedness, including any renewal, extension, acceleration or increase in interest rate; (h) any and all rights and defenses arising out of an election of remedies by Mortgagee, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Mortgagor’s rights of subrogation and reimbursement against the principal by operation of Section 580d of the California Code of Civil Procedure or otherwiseprincipal; (i) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (j) any failure of Mortgagee to file or enforce a claim in any bankruptcy or other proceeding with respect to any person; (k) the election by Mortgagee, in any bankruptcy proceeding of any person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (l) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (m) any use of cash collateral under Section 363 of the United States Bankruptcy Code; or (n) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person. Without limiting the generality of the foregoing or any other provision hereof, Mortgagor further expressly waives to the extent permitted by law until such time as all Indebtedness is fully performed any and all rights and defenses that Mortgagor may have because Borrower’s debt is secured by real EXHIBIT Bdefenses, including without limitation any rights of subrogation, reimbursement, indemnification and contribution, which might otherwise be available to Mortgagor.

Defenses. Mortgagor hereby waives any defense it may now or hereafter have that relates to: (a) any disability or other defense of any Borrower Borrowers or other person; (b) the cessation, from any cause other than full performance, of the obligations of Borrower or any other person; (c) the application of the proceeds of any Secured Obligation, by any Borrower or other person, for purposes other than the purposes represented to Mortgagor by any Borrower or otherwise intended or understood by Mortgagor or any Borrower; (d) any act or omission by Mortgagee which directly or indirectly results in or contributes to the release of any Borrower or other person or any collateral for any Secured Obligation; (e) the unenforceability or invalidity of any collateral assignment (other than this the Mortgage) or guaranty with respect to any Secured Obligation, or the lack of perfection or continuing perfection or lack of priority of any lien (other than the lien hereof) which secures any Secured Obligation; (f) any failure of Mortgagee to marshal assets in favor of Mortgagor or any other person; (g) any modification of any Secured Obligation, including any renewal, extension, acceleration or increase in interest rate; (h) any and all rights and defenses arising out of an election of remedies by Mortgagee, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed MortgagorXxxxxxxxx’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwiselaw; (i) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (j) any failure of Mortgagee to file or enforce a claim in any bankruptcy or other proceeding with respect to any person; (k) the election by Mortgagee, in any bankruptcy proceeding of any person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (l) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 364 of the United States Bankruptcy Code; (m) any use of cash collateral under Section 363 of the United States Bankruptcy Code; or (n) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person. Mortgagor Xxxxxxxxx further waives any and all rights and defenses that Mortgagor may have because Borrower’s Borrowers’ debt is secured by real EXHIBIT property; this means, among other things, that: (1) Mortgagee may collect from Mortgagor without first foreclosing on any real or personal property collateral pledged by any Borrower or any other Person; (2) if Mortgagee forecloses on any real property Loan No. 1002012 collateral pledged by any Borrower or any other Person, then (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) Mortgagee may collect from Mortgagor even if Mortgagee, by foreclosing on the real property collateral, has destroyed any right Mortgagor may have to collect from Borrowers or any of them. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses Mortgagor may have because Borrowers’ debt is secured by real property. These rights and defenses being waived by Xxxxxxxxx include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure or any equivalent statutes or other applicable laws in the State of New Jersey. Without limiting the generality of the foregoing or any other provision hereof, Mortgagor further expressly waives to the extent permitted by law any and all rights and defenses, including without limitation any rights of subrogation, reimbursement, indemnification and contribution, which might otherwise be available to Mortgagor under California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433, or under California Code of Civil Procedure Sections 580a, 580b, 580d and 726, or any of such sections, or any equivalent statutes or other applicable laws in the State of New Jersey.