Common use of Waiver of Defenses Clause in Contracts

Waiver of Defenses. The General Partner waives presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The General Partner waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (d) the acceptance of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such payment.

Waiver of Defenses. The General Partner Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The General Partner Parent Guarantor waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner Parent Guarantor hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any the Subsidiary Guaranty Agreement or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any the Subsidiary Guaranty Agreement or any other agreement; (d) the acceptance of any security or guarantee Guarantee (including any the Subsidiary GuarantyGuaranty Agreement) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee Guarantee (including any the Subsidiary GuarantyGuaranty Agreement) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any the Subsidiary Guaranty Agreement or any other agreement or the disaffirmance of this Agreement or the Notes or any the Subsidiary Guaranty Agreement or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any the Subsidiary Guaranty Agreement or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any the Subsidiary Guaranty Agreement or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner Parent Guarantor shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such payment.

Waiver of Defenses. The General Partner To the fullest extent permitted by applicable law, each Guarantor hereby waives presentation toany defense based on or arising out of any defense of any Borrower or any Guarantor or the unenforceability of all or any part of the Guarantied Obligations from any cause, demand or the cessation from any cause of payment from and the liability of any Borrower or any Guarantor, other than the Payment in Full of the Guarantied Obligations. Without limiting the generality of the foregoing, each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the Issuer fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Borrower, any Guarantor, any other guarantor of any of the Obligations and also waives notice of protest for nonpaymentGuarantied Obligations, or any other Person. The General Partner waives notice Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any default under this Agreement, the Notes such Collateral in lieu of foreclosure or the other Obligations. The obligation otherwise act or fail to act with respect to any collateral securing all or a part of the General Partner hereunder shall not be affected by (a) Guarantied Obligations, compromise or adjust any part of the failure of Guarantied Obligations, make any holder of a Note to assert other accommodation with any claim or demand or to enforce Borrower, any right or remedy against the Issuer Guarantor, any other guarantor or any other Person (including liable on any Subsidiary Guarantor) under this Agreement, part of the NotesGuarantied Obligations or exercise any other right or remedy available to it against any Borrower, any Subsidiary Guaranty or Guarantor, any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (d) the acceptance of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor guarantor or any other Person from its liable on any of the Guarantied Obligations, without affecting or impairing in any way the liability with respect of such Guarantor under this Guaranty except to the extent the Payment in Full of the Guarantied Obligations; (g) . To the fullest extent permitted by applicable law, each Guarantor waives any act defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or failure to act with regard to the Obligations; (h) the voluntary extinguish any right of reimbursement or involuntary liquidation, dissolution, sale subrogation or other disposition right or remedy of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuerany Guarantor against any Borrower, any Subsidiary Guarantor other guarantor or any other Person or liable on any of the assets of any of themGuarantied Obligations, as the case may be, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentsecurity.

Waiver of Defenses. The General Partner To the extent permitted by New York law and notwithstanding any contrary principles under the laws of any other jurisdiction, each of the Guarantors hereby waives presentation toany and all defenses to which it may be entitled, demand whether at common law, in equity or by statute which limits the liability of, or exonerates, guarantors or which may conflict with the terms of this Article IX, including failure of consideration, breach of warranty, statute of frauds, merger or consolidation of the Borrower, prior notice to the Borrower, that the Borrower’s assets are used to repay the Loans first, that the liability of the Guarantors be split, statute of limitations, accord and satisfaction and usury. Without limiting the generality of the foregoing, each of the Guarantors consents that, without notice to such Guarantor and without the necessity for any additional endorsement or consent by such Guarantor, and without impairing or affecting in any way the liability of such Guarantor hereunder, the Administrative Agent and the Lenders may at any time and from time to time, upon or without any terms or conditions and in whole or in part, (a) change the manner, place or terms of payment from and protest to of, and/or change or extend the Issuer of time or payment of, renew or alter, any of the Obligations and also waives notice of protest for nonpayment. The General Partner waives notice of Obligations, any default under this Agreementsecurity therefor, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under liability incurred directly or indirectly in respect thereof, and this AgreementArticle IX shall apply to the Obligations as so changed, the Notesextended, any Subsidiary Guaranty renewed or any other agreement or otherwisealtered; (b) exercise or refrain from exercising any extension right against the Borrower or renewal of any thereofothers (including the Guarantors) or otherwise act or refrain from acting; (c) any rescission, waiver, amendment settle or modification of compromise any of the terms or provisions of this Agreement, the NotesObligations, any Subsidiary Guaranty security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any such liability (whether due or not) of the Borrower to creditors of the Borrower other agreementthan the Administrative Agent and the Lenders and the Guarantors; (d) apply any sums by whomsoever paid or howsoever realized, other than payments of the acceptance Guarantors of the Obligations, to any security liability or guarantee liabilities of the Borrower under the Transaction Documents or any instruments or agreements referred to herein or therein, to the Administrative Agent and the Lenders regardless of which of such liability or liabilities of the Borrower under the Transaction Documents or any instruments or agreements referred to herein or therein remain unpaid; (including e) consent to or waive any Subsidiary Guaranty) by breach of, or any holder of a Note for act, omission or default under the Obligations or any of them; (e) the release of any security instruments or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for agreements referred to in this Agreement and the other Transaction Documents, or otherwise amend, modify or supplement the Obligations or any of themsuch instruments or agreements, including the Transaction Documents; and/or (f) the release request or accept other support of the Issuer, Obligations or take and hold any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment security for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to or the extent obligations of such paymentthe Guarantors under this Article IX, or allow the release, impairment, surrender, exchange, substitution, compromise, settlement, rescission or subordination thereof.

Waiver of Defenses. The General Partner waives presentation toGuarantor agrees that the obligations, demand covenants and agreements of payment from and protest to the Issuer Guarantor under this Guaranty shall not be affected or impaired by any act of Owner, or any event or condition except full performance of the Obligations and also waives notice Guaranteed Obligations. Guarantor agrees that, without full performance of protest for nonpayment. The General Partner waives notice of any default under this Agreementthe Guaranteed Obligations, the Notes or the other Obligations. The obligation liability of the General Partner Guarantor hereunder shall not be affected by discharged, and Guarantor waives any defense based on (a) lack of authority or bankruptcy or insolvency of the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer Owner, Developer, Master Lessee or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty person or any other agreement or otherwiseentity; (b) any extension failure of Owner to commence action against the Developer or renewal any other person or entity, or to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) of Developer or any thereofother person or entity; (c) any rescission, waiver, amendment or modification election of any of remedies by the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty Owner or any other agreementperson or entity which destroys or otherwise impairs any subrogation rights of Guarantor or the right of Guarantor to proceed against Developer, Owner or any other person or entity for reimbursement; (d) any failure on the acceptance part of the Owner to ascertain the extent or nature of the liability of any security person or guarantee (including any Subsidiary Guaranty) by any holder of a Note entity liable for the Obligations obligations of Developer under the PFDA, or any failure on the part of themOwner or any other person or entity to disclose to Guarantor any material facts affecting the obligations of Developer under the PFDA; (e) the release any lack of any security acceptance or guarantee (including any Subsidiary Guaranty) held notice of acceptance of this Guaranty by any holder of a Note for the Obligations or any of themOwner; (f) the release any lack of the Issuerpresentment, any Subsidiary Guarantor demand, protest, or any other Person from its liability notice of demand, protest, nonpayment or nonperformance with respect to the Obligationsobligations of Developer under the PFDA; (g) any act lack of due diligence by Owner in obtaining reimbursement from any person or failure to act with regard to entity now or hereafter liable for the Obligationsobligations of Developer under the PFDA; (h) any deficiency in the voluntary ability of Owner to collect from any persons or involuntary liquidation, dissolution, sale entities now or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment hereafter liable for the benefit obligations of creditors, reorganization or arrangement Developer under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceedingPFDA; (i) the invalidity renewal or unenforceability extension of this Agreement, time for the Notes, any Subsidiary Guaranty payment or performance of the Guaranteed Obligations or any other agreementagreement relating to the Guaranteed Obligations, whether made with or without the knowledge or consent of Guarantor; (jG) the impossibility any transfer, waiver, compromise, settlement, surrender or illegality of performance on the part release of the Issuer, any Subsidiary Guarantor provisions of the PFDA (provided that the PFDA shall not be modified or any other Person amended and no Change Order will be approved by Owner without the prior written consent of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreementGuarantor); (k) in respect the existence of any defenses to enforcement of the Issuerprovisions of the PFDA other than mandatory counter-claims; (1) the existence of any set-off, claim, reduction or diminution of the Guaranteed Obligations, or any Subsidiary defense of any kind or nature, which Guarantor may have against Developer, Owner or any other Personperson or entity or which any party has against Owner; (m) the addition of any and all other indorsers, guarantors, obligors and other persons liable for the payment and performance of the Guaranteed Obligations and the acceptance of any change and all other security for the payment and performance of circumstances, the Guaranteed Obligations; all whether or not foreseen Guarantor shall have had notice or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor knowledge or any other Person, act or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability omission referred to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent foregoing clauses (a) through (m) of this Section 13.2 Paragraph. Guarantor intends that the obligations Guarantor shall remain liable hereunder as a principal until all Guaranteed Obligations shall have been satisfied in full, notwithstanding any fact, act, event or occurrence which might otherwise operate as a legal or equitable discharge of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired a surety or varied except by the payment of the Obligations and then only to the extent of such paymentguarantor.

Waiver of Defenses. The General Partner waives presentation toHoldings hereby expressly waives: (i) notice of the Lenders’ acceptance of this Agreement; (ii) notice of the existence or creation or non payment of all or any of the Indebtedness; (iii) presentment, demand demand, notice of payment from dishonor, protest, and protest to all other notices whatsoever; and (iv) all diligence in collection or protection of or realization upon the Issuer Indebtedness or any part thereof, any obligation hereunder, or any security for or guaranty of any of the Obligations and also waives notice of protest for nonpaymentforegoing. The General Partner waives notice No delay on the part of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by (a) Lenders in the failure exercise of any holder of a Note to assert any claim or demand or to enforce any right or remedy shall operate as a waiver thereof, and no single or partial exercise by any of the Lenders of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action of any of the Lenders permitted hereunder shall in any way affect or impair any such Lenders’ rights or Holdings’ obligations under this Agreement. Until all of the Indebtedness has been Paid in Full, Holdings irrevocably and absolutely subordinates any and all rights of subrogation, contribution, indemnification, recourse, reimbursement and any similar rights against Borrowers, whether these rights arise under an express or implied contract or by operation of law. It is the Issuer intention of the parties that, until all of the Indebtedness has been Paid in Full, Holdings shall not be (or be deemed to be) a “creditor” (as defined in Section 101 of the Federal Bankruptcy Code, as the same may be amended) of Borrowers (or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty Guarantor or any other agreement Person) by reason of the existence of this Agreement in the event that a Borrower becomes a debtor in any proceeding under the Federal Bankruptcy Code. This waiver is given to induce Lenders to enter into this Agreement and to extend the credit facilities to Borrowers. Holdings waives any defense based upon or otherwisearising by reason of (a) any disability or other defense of any Borrower or any other person; (b) the cessation or limitation from any extension or renewal cause, other than final and irrevocable payment in full, of any thereofthe Indebtedness; (c) any rescission, waiver, amendment or modification lack of authority of any of the terms or provisions of this Agreementofficer, the Notesdirector, any Subsidiary Guaranty partner, agent or any other agreementperson acting or purporting to act on behalf of a Borrower or any defect in the formation of a Borrower; (d) the acceptance application by any Person of the proceeds of any security Indebtedness for purposes other than the purposes represented by Borrowers to Agent or guarantee (including any Subsidiary Guaranty) Lenders or intended or understood by any holder of a Note for the Obligations Agent, Lenders or any of themHoldings; (e) any act or omission by Agent or any Lender which directly or indirectly results in or aids the release of any security or guarantee (including any Subsidiary Guaranty) held by any holder discharge of a Note for the Obligations Borrower or any Indebtedness by operation of themlaw or otherwise; or (f) the release any modification of the Issuer134 Indebtedness, in any form, including without limit the renewal, extension, acceleration or other change in time for payment of the Indebtedness, or other change in the terms of Indebtedness or any part of it, including without limit an increase or decrease of the rate of interest. Holdings waives any defense it may have based upon any election of remedies by Agent or any Lender which destroys its subrogation rights or its right to proceed against a Borrower for reimbursement, including without limit any loss of rights Holdings may suffer by reason of any rights, powers or remedies of a Borrower in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Indebtedness. Without limiting the generality of the foregoing, the obligations of Holdings under this Article 5, and the rights of Agent and Lenders to enforce the same, by proceedings, whether by action at law, suit in equity or otherwise, shall not be in any way affected to the extent permitted by applicable law, by (i) any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting a Borrower, any Subsidiary Guarantor or all of the Guarantors, Holdings or any other Person from its liability with respect to the Obligations; (g) including any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment discharge of, or other similar procedure affecting the Issuerbar or stay against collecting, any Subsidiary Guarantor or any other Person all or any of the assets Indebtedness in or as a result of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (lii) any change in the ownership of any of the Issuercapital stock (or other ownership interests) of a Borrower, Holdings, or any other party providing collateral or guarantees for any Indebtedness of Borrowers, or any of its Affiliates; (iii) the election by Agent and Lenders, in any bankruptcy proceeding of any person, to apply or not apply Section 1111(b)(2) of the Bankruptcy Code; (iv) any extension of credit or the grant of any security interest or lien under Section 363 of the Bankruptcy Code; (v) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person; (vi) the avoidance of any security interest or Lien in favor of Agent or any Lender for any reason; (vii) any action taken by Agent or any Lender that is authorized by this paragraph or any other provision of this Agreement or any Loan Document; or (viii) any other principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms hereof. It being understood Holdings hereby waives to the fullest extent possible under applicable law, any defense based upon the doctrine of marshaling of assets or upon an election of remedies by Agent and the Lenders, including, without limitation, an election to proceeds by non-judicial rather than judicial foreclosure, and any defense based upon any statute or rule of law which provides that the specific enumeration obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentprincipal.

Waiver of Defenses. The General Partner Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The General Partner Parent Guarantor waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner Parent Guarantor hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any the Subsidiary Guaranty Agreement or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any the Subsidiary Guaranty Agreement or any other agreement; (d) the acceptance of any security or guarantee Guarantee (including any including, without limitation, the Subsidiary GuarantyGuaranty Agreement) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee Guarantee (including any including, without limitation, the Subsidiary GuarantyGuaranty Agreement) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any the Subsidiary Guaranty Agreement or any other agreement or the disaffirmance of this Agreement or the Notes or any the Subsidiary Guaranty Agreement or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any the Subsidiary Guaranty Agreement or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any the Subsidiary Guaranty Agreement or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner Parent Guarantor shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such payment. It is also understood that the Parent Guarantor is not waiving any right that it has to consent to amendment to this Agreement.

Waiver of Defenses. The General Partner waives presentation toGuarantor hereby irrevocably waives, demand to the fullest extent permitted by Applicable Law, any defenses to enforcement it may have (now or in the future) by reason of (a) any illegality or lack of validity or enforceability of any Guaranteed Obligation or the Credit Agreement or any other Transaction Document or any related agreement or instrument; (b) any change in the time, place or manner of payment of, or in any other term of, the Guaranteed Obligations or any other obligation of any Obligor under the Credit Agreement, or any other Transaction Document, or any rescission, waiver, amendment or other modification of the Credit Agreement, any other Transaction Document or any other agreement, including any increase in the Guaranteed Obligations resulting from and protest any extension of additional credit or otherwise; (c) any taking, exchange, substitution, release, impairment or non-perfection of any collateral, or any taking, release, impairment, amendment, waiver or other modification of any guarantee, for the Guaranteed Obligations; (d) any manner of sale, disposition or application of proceeds of any collateral or other assets to all or part of the Guaranteed Obligations; (e) any default, failure or delay, wilful or otherwise, in the performance of the Guaranteed Obligations; (f) any change, restructuring or termination of the corporate structure, ownership or existence of any Obligor; (g) any failure of any Guarantee Beneficiaries to disclose to any Obligor any information relating to the Issuer business, condition (financial or otherwise), operations, performance, properties or prospects of any other Obligor now or hereafter known to such Guarantee Beneficiaries; the Guarantor waiving any duty of the Obligations and also waives notice of protest for nonpayment. The General Partner waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by Guarantee Beneficiaries to disclose such information; (ah) the failure of any holder other Person to execute or deliver any guarantee or agreement or the release or reduction of a Note liability of the Guarantor or other guarantor or surety with respect to the Obligations; (i) the failure of any Guarantee Beneficiaries to assert any claim or demand or to exercise or enforce any right or remedy against under the Issuer or provisions of the Credit Agreement, any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty or any other agreement Transaction Document or otherwise; (bj) any extension defense, set-off or renewal counterclaim (other than a defense of payment or performance) that may at any thereoftime be available to, or be asserted by, the Borrowers against any Guarantee Beneficiary; or (ck) any rescissionother circumstance (including, waiverwithout limitation, amendment any statute of limitations) or modification manner of administering the Loans or any existence of or reliance on any representation by any Guarantee Beneficiary that might vary the risk of the terms Guarantor or provisions of this Agreementotherwise operate as a defense available to, the Notesor a legal or equitable discharge of, any Subsidiary Guaranty Obligor or any other agreement; (d) the acceptance of any security guarantor or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentsurety.

Waiver of Defenses. The General Partner Guarantor hereby expressly waives presentation toand relinquishes all rights, demand of payment from remedies and protest defenses accorded by applicable law to the Issuer guarantors and sureties and agrees not to take advantage of any of such rights, remedies or defenses. Without limiting in any way the Obligations and also foregoing, Guarantor hereby expressly waives notice of protest for nonpayment. The General Partner waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy to require Landlord to (i) proceed against the Issuer Tenant or any other Person person or entity; (including ii) proceed against or exhaust any Subsidiary security held from Tenant or Guarantor; (iii) under this Agreement, the Notes, any Subsidiary Guaranty or pursue any other agreement or otherwiseremedy in Landlord’s power which Guarantor cannot itself pursue, and which would lighten its burden; (b) all statutes of limitations as a defense to any extension or renewal of any thereofaction brought against Guarantor by Landlord to the fullest extent permitted by law; (c) any rescissiondefense based upon any legal disability of Tenant, waiver, amendment or modification of any assignee of the terms or provisions of this AgreementLease, the Notes, any Subsidiary Guaranty or any other agreement; (d) discharge or limitation of the acceptance liability of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations Tenant, or any assignee of them; (e) the release Lease, to Landlord, whether consensual or arising by operation of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations law or any of them; (f) the release of the Issuerbankruptcy, any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilitiesreorganization, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment ofdebtor-relief proceeding, or from any other similar procedure affecting the Issuercause; (d) presentment, demand, protest and notice of any Subsidiary Guarantor kind; (e) any defense based upon or arising out of any defense which Tenant, or any assignee of the Lease, may have to the payment or performance of any part of Tenant’s Obligations; and (f) any and all of its rights of subrogation, reimbursement, indemnification, and contribution and any other Person rights and defenses that are or may become available to Guarantor by reason of any of the assets of any of them, or any allegation or contest following: Sections 2787 through 2855 of the validity of this AgreementCalifornia Civil Code, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned aboveinclusive, it being the purpose intent that Landlord have the full benefit of the waivers available under Section 2856 of the California Civil Code. Guarantor waives all demands upon and intent notices to Tenant, or any assignee of the Lease, and to Guarantor, including demands for performance, notices of non-performance, notices of nonpayment and notice of acceptance of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentGuaranty.

Waiver of Defenses. The General Partner liability of Guarantor under this Guaranty shall not be lessened, limited or discharged by, and Guarantor hereby waives presentation toany defenses which PSA Counterparty or any other Person liable for the Obligations (including Guarantor) may have or assert regarding, demand the following: (i) the insolvency, bankruptcy, liquidation or dissolution of payment from and protest PSA Counterparty or such other Person, (ii) any change in the name, constitution or capacity of PSA Counterparty, or PSA Counterparty being merged with another person, in which case this Guaranty shall apply to the Issuer liabilities of the resulting person, and the term “PSA Counterparty” shall include such resulting person), or (iii) the invalidity, illegality, voidability or unenforceability of all or any portion of the Obligations as a result of ultra xxxxx, non-genuineness, irregularity, or other lack of authority, status, power, defective formation or other organizational deficiencies, or similar types of defenses. Guarantor further waives all suretyship notices and any and all rights granted to a guarantor pursuant to or by virtue of the suretyship law under any applicable Law; notice of the acceptance of this Guaranty, presentment, demand, protest, and notices of protest, nonpayment, marshalling, default or dishonor of the Obligations; notice of the entry into the Transaction Documents between PSA Counterparty and the Beneficiary or its Affiliates and notice of any amendments, supplements or modifications thereto; or any waiver or consent under such Transaction Documents, including waivers of the payment and performance of the obligations thereunder; any neglect, lack of diligence, delay, omission, failure or refusal of Beneficiary to take or prosecute (or in taking or prosecuting) any action for the collection of any of the Obligations Obligations; and also waives notice of protest for nonpayment. The General Partner waives notice all other notices, defenses or demands of any default under this Agreement, the Notes kind or the other Obligations. The obligation of the General Partner hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (d) the acceptance of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability nature whatsoever with respect to the Obligations; (g) any act . Nothing in this Guaranty shall limit or failure to act with regard to otherwise affect the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment ofrights, or other similar procedure affecting limit the Issuerobligations, any Subsidiary of PSA Counterparty or Guarantor or any other Person or any under the terms of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement PSA or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentTransaction Documents.

Waiver of Defenses. The General Partner Guarantor waives presentation toand agrees not to assert or take advantage of (i) any right to require Callaway Golf to proceed against the Borrower, demand any other guarantor, or any other person or entity, or against any security now or hereafter held by Callaway Golf, or to pursue any other remedy whatsoever; (ii) any defense based upon any legal disability of payment the Borrower or of any other guarantor or any discharge or limitation of the liability of the Borrower or of any other guarantor to Callaway Golf, or any restraint or stay applicable to actions against the Borrower or against any other guarantor, whether such disability, discharge, limitation, restraint, or stay is consensual, arises by order of a court or other governmental authority, or arises by operation of law or any liquidation, reorganization, receivership, bankruptcy, insolvency or debtor-relief proceeding, or from and protest any other cause, including, without limitation, any defense to the Issuer payment of interest, attorneys' fees and costs, and other charges that otherwise would accrue or become payable in respect of the Guarantied Obligations after the commencement of any such proceeding, it being the intent of the parties that the Guarantied Obligations and also waives shall be determined without regard to any rule of law or order that may relieve the Borrower of any portion of such obligations; (iii) setoffs, counterclaims, presentment, demand, protest, notice of protest for nonpayment. The General Partner waives protest, notice of non-payment, or other notice of any default under this Agreementkind; (iv) any defense based upon the modification, renewal, extension, or other alteration of the Guarantied Obligations; (v) any defense based upon the negligence of Callaway Golf, including, without limitation, the Notes failure to record an interest under a deed of trust, the failure to perfect any security interest, or the other Obligations. The obligation failure to file a claim in any bankruptcy of the General Partner hereunder shall not be affected by (a) the failure Borrower or of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or otherwiseguarantor; (bvi) any extension or renewal defense based upon a statute of limitations (to the fullest extent permitted by law), and any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of defense based upon Callaway Golf's delay in enforcing this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (dvii) the acceptance any defense based upon or arising out of any security or guarantee defense that the Borrower may have to the performance of any part of the Guarantied Obligations; (including viii) any Subsidiary Guaranty) defense to recovery by any holder Callaway Golf of a Note for deficiency after non-judicial sale of real or personal property; any defense based upon the Obligations unavailability to Callaway Golf of recovery of a deficiency judgment after non-judicial sale of real or personal property; and any defense based upon or arising out of any of them; Sections 580a (e) which would otherwise limit Guarantor's liability after a nonjudicial foreclosure sale to the release of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for difference between the Obligations or any of them; (f) obligations guarantied hereby and the release fair market value of the Issuerproperty or interest sold at such nonjudicial foreclosure sale), any Subsidiary Guarantor or any other Person from its liability 580b and 580d (which would otherwise limit Callaway Golf's right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively), or 726 (which, among other things, would otherwise require Callaway Golf to exhaust all of its security before a personal judgment may be obtained for a deficiency) of the ObligationsCalifornia Code of Civil Procedure (including but not limited to any fair value limitations under Section 580a or 726 of such Code) or based upon or arising out of Division 9 of the California Uniform Commercial Code; (gix) any act defense based upon the death, incapacity, lack of authority, or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition termination of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment existence of, or other similar procedure affecting the Issuerrevocation hereof by, any Subsidiary person or entity or persons or entities, or the substitution of any party hereto; (x) any defense based upon or related to the Guarantor's lack of knowledge as to the Borrower's financial condition; (xi) any defense based upon the impairment of any subrogation or reimbursement rights that the Guarantor might have, including any defense or any other Person right based upon the acceptance by Callaway Golf or any an affiliate of Callaway Golf of a deed in lieu of foreclosure without extinguishing the Guarantied Obligations, even if such acceptance destroys, alters, or otherwise impairs subrogation rights of the assets Guarantor, the right of the Guarantor to proceed against the Borrower for reimbursement, or both; (xii) any right to designate the application of any of them, sums or property received by Callaway Golf; and (xiii) any allegation right or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty defense that is or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable may become available to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility by reason of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability California Civil Code Sections 2787 to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such payment2855.

Waiver of Defenses. The General Partner Trustor hereby waives presentation any defense it may now or hereafter have that relates to, demand of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The General Partner waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by : (a) the failure any disability or other defense of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer Borrower or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or otherwiseperson; (b) the cessation, from any extension cause other than full performance, of the obligations of Borrower or renewal of any thereofother person; (c) any rescission, waiver, amendment or modification the application of the proceeds of any of the terms or provisions of this AgreementSecured Obligation, the Notes, any Subsidiary Guaranty by Borrower or any other agreementperson, for purposes other than the purposes represented to Trustor by Borrower or otherwise intended or understood by Trustor or Borrower; (d) any act or omission by Beneficiary which directly or indirectly results in or contributes to the acceptance release of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations Borrower or any of themother person or any collateral for any Secured Obligation; (e) the release unenforceability or invalidity of any security collateral assignment or guarantee encumbrance (including other than this Mortgage) or guaranty with respect to any Subsidiary Guaranty) held by Secured Obligation, or the lack of perfection or continuing perfection or lack of priority of any holder of a Note for the Obligations or lien which secures any of themSecured Obligation; (f) the release any failure of the Issuer, any Subsidiary Guarantor Beneficiary to marshal assets in favor of Trustor or any other Person from its liability with respect to the Obligationsperson; (g) any act modification of any Secured Obligation, including any renewal, extension, acceleration or failure to act with regard to the Obligations; increase in interest rate, or (h) the voluntary or involuntary liquidation, dissolution, sale any election of remedies by Beneficiary that impairs any subrogation or other disposition right of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor Trustor to proceed against Borrower or any other Person person, including any loss of rights resulting from deficiency judgment laws relating to foreclosures of immovable property or other laws limiting, qualifying or discharging obligations or remedies (including La. R.S. §§ 13:4106 through 13:4108.3, inclusive, as modified or recodified from time to time); (l) 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 assets of any of them, principal or any allegation which reduces a surety’s or contest of guarantor’s obligation in proportion to the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreementprincipal obligation; (j) the impossibility any failure of Beneficiary to file or illegality of performance on the part of the Issuer, enforce a claim in any Subsidiary Guarantor bankruptcy or other proceeding with respect to any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreementperson; (k) the election by Beneficiary, in respect any bankruptcy proceeding of any person, of the Issuer, application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (I) any Subsidiary Guarantor or any other Person, any change extension of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God credit or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action grant of any Governmental Authority, change lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (m) any use of law or any other causes affecting performance, or other force majeure, whether or not beyond the control cash collateral under Section 363 of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specifiedUnited States Bankruptcy Code; or (ln) any change agreement or stipulation with respect to the provision of adequate protection in the ownership any bankruptcy proceeding of the Issuerany person. It being understood The Trustor waives all rights and defenses that the specific enumeration of the above-mentioned actsTrustor may have because Borrower’s debt is secured by immovable property. This means, failures or omissions shall not be deemed to exclude any among other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such payment.things:

Waiver of Defenses. The General Partner waives presentation toEach Guarantor hereby irrevocably waives, demand to the fullest extent permitted by Applicable Law, any defenses to enforcement it may have (now or in the future) by reason of (a) any illegality or lack of validity or enforceability of any Guaranteed Obligation or the Credit Agreement or any other Transaction Document or any related agreement or instrument; (b) any change in the time, place or manner of payment of, or in any other term of, the Guaranteed Obligations or any other obligation of any Obligor under the Credit Agreement, or any other Transaction Document, or any rescission, waiver, amendment or other modification of the Credit Agreement, any other Transaction Document or any other agreement, including any increase in the Guaranteed Obligations resulting from and protest any extension of additional credit or otherwise; (c) any taking, exchange, substitution, release, impairment or non-perfection of any collateral, or any taking, release, impairment, amendment, waiver or other modification of any guarantee, for the Guaranteed Obligations; (d) any manner of sale, disposition or application of proceeds of any collateral or other assets to all or part of the Guaranteed Obligations; (e) any default, failure or delay, wilful or otherwise, in the performance of the Guaranteed Obligations; (f) any change, restructuring or termination of the corporate structure, ownership or existence of any Obligor; (g) any failure of any Guarantee Beneficiaries to disclose to any Obligor any information relating to the Issuer business, condition (financial or otherwise), operations, performance, properties or prospects of any other Obligor now or hereafter known to such Guarantee Beneficiaries; each Guarantor waiving any duty of the Obligations and also waives notice of protest for nonpayment. The General Partner waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by Guarantee Beneficiaries to disclose such information; (ah) the failure of any holder other Person to execute or deliver any guarantee or agreement or the release or reduction of a Note liability of any Guarantor or other guarantor or surety with respect to the Obligations; (i) the failure of any Guarantee Beneficiaries to assert any claim or demand or to exercise or enforce any right or remedy against under the Issuer or provisions of the Credit Agreement, any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty or any other agreement Transaction Document or otherwise; (bj) any extension defense, set-off or renewal counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Borrowers against any Guarantee Beneficiary; or (k) any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Loans or any existence of or reliance on any representation by any Guarantee Beneficiary that might vary the risk of any thereof; (c) any rescissionGuarantor or otherwise operate as a defense available to, waiver, amendment or modification of any of the terms a legal or provisions of this Agreement, the Notesequitable discharge of, any Subsidiary Guaranty Obligor or any other agreement; (d) the acceptance of any security guarantor or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentsurety.

Waiver of Defenses. The General Partner Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The General Partner Parent Guarantor waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner Parent Guarantor hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any the Subsidiary Guaranty Agreement, any other Note Document or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any the Subsidiary Guaranty Agreement, any other Note Document or any other agreement; (d) the acceptance of any security or guarantee Guarantee (including any the Subsidiary GuarantyGuaranty Agreement) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee Guarantee (including any the Subsidiary GuarantyGuaranty Agreement) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any the Subsidiary Guaranty Agreement, any other Note Document or any other agreement or the disaffirmance of this Agreement or the Notes or any the Subsidiary Guaranty Agreement or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any the Subsidiary Guaranty Agreement, any other Note Document or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any the Subsidiary Guaranty Agreement, any other Note Document or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner Parent Guarantor shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such payment.

Waiver of Defenses. The General Partner Without limiting the provisions of Section 5, Guarantor expressly waives presentation to, demand any and all rights to defenses arising by reason of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The General Partner waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by (a) the failure of if applicable, any holder of a Note to assert any claim “one-action” or demand or to enforce any right or remedy against the Issuer “anti-deficiency” law or any other Person (law that may prevent any Landlord from bringing any action, including a claim for deficiency against Guarantor, before or after such Landlord’s commencement or completion of any Subsidiary Guarantor) under this Agreement, the Notes, action against any Subsidiary Guaranty or any other agreement or otherwiseObligor; (b) any extension or renewal of any thereofANY ELECTION OF REMEDIES BY ANY LANDLORD (INCLUDING WITHOUT LIMITATION ANY TERMINATION OF ANY BKD/VTR DOCUMENT) THAT DESTROYS OR OTHERWISE ADVERSELY AFFECTS GUARANTOR’S SUBROGATION RIGHTS OR GUARANTOR’S RIGHTS TO PROCEED AGAINST ANY OBLIGOR FOR REIMBURSEMENT; (c) any rescission, waiver, amendment disability or modification other defense of any Obligor or of any other guarantor, or by reason of the cessation of any Obligor’s liability from any cause whatsoever, (other than the defense of payment of the Monetary Obligations, performance of the Performance Obligations and any defense pursuant to the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreementBKD/VTR Documents); (d) any right to claim discharge of the acceptance Guaranteed Obligations on the basis of unjustified impairment of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note collateral for the Obligations or any of themGuaranteed Obligations; (e) any change in the release of corporate relationship between Guarantor and any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations Obligor or any termination of themsuch relationship; (f) the release of the Issuerany irregularity, defect or unauthorized action by any Landlord, any Subsidiary Guarantor Obligor or any other Person from its liability with respect guarantor or surety or any of their respective officers, directors or other agents in executing and delivering any instrument or agreements relating to the ObligationsGuaranteed Obligations or in carrying out or attempting to carry out the terms of any such agreements; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy similar proceeding by or similar lawsagainst any Obligor, composition with creditors any Landlord or readjustment ofany other surety or guarantor; (h) any setoff, counterclaim, recoupment, deduction, or other similar procedure affecting the Issuerright that Guarantor may have against any Ventas Party, any Subsidiary Guarantor Obligor or any other Person for any reason whatsoever whether related to the Guaranteed Obligations or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceedingotherwise; (i) any assignment, endorsement or transfer; in whole or in part, of the invalidity Guaranteed Obligations, whether made with or unenforceability without notice to or consent of this Agreement, the Notes, any Subsidiary Guaranty or any other agreementGuarantor; (j) if the impossibility or illegality of performance on the part of the Issuer, recovery from any Subsidiary Guarantor Obligor or any other Person guarantor becomes barred by any statute of its obligations under the Notes, this Agreement, any Subsidiary Guaranty limitations or any other instrument is otherwise prevented; or agreement; (k) in respect any neglect, delay, omission, failure or refusal of Landlord to take or prosecute any action for the collection of any of the IssuerGuaranteed Obligations or to foreclose or take or prosecute any action in connection with any lien or right of security (including perfection thereof) existing or to exist in connection with, or as security for, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned aboveGuaranteed Obligations, it being the purpose and intent intention hereof that Guarantor shall remain liable as a principal on the Guaranteed Obligations notwithstanding any act, omission or event that might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentGuarantor.

Waiver of Defenses. The General Partner Except as set forth above, Guarantor hereby waives presentation tonotice of acceptance of this Guaranty and of the Obligations and any action taken with regard thereto, and waives presentment, demand for payment, protest, notice of dishonor or non-payment of the Obligations, suit, or the taking of and failing to take other action by the Guaranteed Parties against the applicable Obligor, Guarantor or others and waives any defense of a surety, waives any defense under or based on any change in ownership of any Obligor or any change in the Guarantor’s relationship to any Obligor and (except as expressly set forth herein) any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor, other than payment in full of the Obligations. Without limitation, the Guaranteed Parties may at any time and from time to time without notice to or consent of Guarantor and protest without impairing or releasing the obligations of Guarantor hereunder: (a) together with the applicable Obligor, make any change to the Issuer terms of the Obligations; (b) take or fail to take any action of any kind in respect of any security for the Obligations; (c) exercise or refrain from exercising any rights against the applicable Obligor or others in respect of the Obligations or (d) compromise or subordinate the Obligations, including any security therefor. Notwithstanding the foregoing, Guarantor does not waive the right to assert that amounts are not due and payable under the Guaranteed Agreements in accordance with their respective terms and Guarantor shall be entitled to assert rights, setoffs, counterclaims and other defenses which the applicable Obligor may have under the terms of the Guaranteed Agreements to performance of any of the Obligations and also waives notice Obligations, other than defenses based upon lack of protest for nonpayment. The General Partner waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation authority of the General Partner hereunder shall not be affected by (a) applicable Obligor to enter into and/or perform its obligations under the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer Guaranteed Agreements or any other Person (including any Subsidiary Guarantor) under this Agreementinsolvency, the Notesbankruptcy, any Subsidiary Guaranty reorganization, arrangement, composition, liquidation, dissolution or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (d) the acceptance of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability similar proceeding with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentapplicable Obligor.

Waiver of Defenses. The General Partner Guarantor waives presentation any defense to the enforcement of this Guarantee or any Security for this Guarantee arising by reason of: (a) any present or future Laws or orders affecting the terms of, or the Bank’s Remedies with respect to, demand any Other Obligations or Security; (b) the absence or cessation of payment from and protest to the Issuer personal liability of any of the Obligations and also waives notice of protest for nonpayment. The General Partner waives notice of other Loan Party with respect to any default under this Agreement, the Notes or the other Other Obligations. The obligation of the General Partner hereunder shall not be affected by ; (ac) the failure of any holder of a Note other Person to assert any claim or demand or to enforce any right or remedy against the Issuer execute this Guarantee or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty Guarantee or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (d) the acceptance failure of any security Loan Party to properly execute any Loan Document or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of themotherwise comply with applicable legal formalities; (e) the release unenforceability or invalidity of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Other Obligations or Security or the lack of perfection or failure of priority or any other loss or impairment of themany Security; (f) the any discharge or release of any other Loan Party or any Other Obligations or Security or any impairment or suspension of any Remedies of the IssuerBank, whether resulting from any Subsidiary Guarantor act or omission of the Bank or any other Person from its liability with respect to the Obligationsor by operation of law or otherwise; (g) any act bankruptcy, insolvency or failure reorganization of any Loan Party or any disability or other defense of any other Loan Party with respect to act with regard to the Obligationsany Other Obligations or Security; (h) any failure of the voluntary Bank to disclose to the Guarantor any information relating to the financial condition, operations, properties or involuntary liquidationprospects of any other Loan Party now or in the future known to the Bank (the Guarantor waiving any duty on the part of the Bank to disclose such information); (i) any failure of the Bank to monitor proper application of loan funds or compliance with the Loan Documents, dissolutionor to preserve, insure or protect any Security or any subrogation, contribution or reimbursement rights of the Guarantor; (j) any application of proceeds or payments received by the Bank to obligations other than the Guaranteed Obligations; or (k) any other action by the Bank, whether authorized by Section 4 or otherwise, or any omission by the Bank or other failure of the Bank to pursue, or any delay in pursuing, any other Remedy in the Bank’s power. The Guarantor further waives: (i) any defense to the recovery by the Bank against the Guarantor of any deficiency or otherwise to the enforcement of this Guarantee or any Security for this Guarantee after a nonjudicial sale or other disposition of all any Security for any Other Obligations, even though such a sale (or, in the case of any Security subject to the Uniform Commercial Code, the failure of such a sale to be conducted in a commercially reasonable manner) may prevent the Guarantor from exercising rights of subrogation, contribution or substantially all the assetsreimbursement against any other Loan Party; (ii) any defense or benefits that may be derived from California Code of Civil Procedure Sections 580a, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization 580d or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of726, or comparable provisions of the Laws of any other similar procedure affecting jurisdiction, and all other anti-deficiency and one form of action defenses under the IssuerLaws of California and any other jurisdiction; (iii) any right to a fair value hearing under California Code of Civil Procedure Section 580a, any Subsidiary Guarantor or any other Person similar Law, to determine the size of any deficiency owing (for which Guarantor would be liable hereunder) following a nonjudicial foreclosure sale; (iv) any defense or any benefits that may be derived from California Civil Code Sections 2808, 2809, 2810, 2819, 2845, 2849 or 2850 or comparable provisions of the assets Laws of any other jurisdiction, and all other suretyship defenses it would otherwise have under the Laws of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty California or any other agreement jurisdiction; (v) all benefits of any statute of limitations affecting the Guarantor’s liability under or the disaffirmance enforcement of this Agreement or the Notes Guarantee or any Subsidiary Guaranty Other Obligations or any other agreement in any such proceedingSecurity; (ivi) all setoffs and counterclaims; (vii) promptness, diligence, presentment, demand for performance and protest; (viii) notice of nonperformance, default, acceleration, protest or dishonor; (ix) except for any notice otherwise required by applicable Laws that may not be effectively waived by the invalidity Guarantor, notice of sale or unenforceability other disposition of any Security; and (x) notice of acceptance of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part Guarantee and of the Issuerexistence, creation or incurring of new or additional Guaranteed Obligations, and all other notices of any Subsidiary kind with respect to any Other Obligations. Without limiting the foregoing, Guarantor or any other Person waives all rights and defenses arising out of its obligations under an election of remedies by Bank, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect Guarantor’s rights of subrogation and reimbursement against the Borrower by the operation of Section 580d of the Issuer, any Subsidiary Guarantor Code of Civil Procedure or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to otherwise. Without limiting the Issuer, any Subsidiary Guarantor or any other Personforegoing, or other impossibility of performance through fireanything else contained in this Guarantee, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person waives all rights and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood defenses that the specific enumeration of Guarantor may have because the above-mentioned actsGuaranteed Obligations are secured by real property. This means, failures or omissions shall not be deemed to exclude any among other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such payment.things:

Waiver of Defenses. The General Partner Guarantor hereby unconditionally and absolutely waives presentation tothe following defenses to enforcement of this Guaranty: (a) any obligation on the part of Lender to protect, demand of payment from and protest to the Issuer of secure or insure any of the Obligations security given for the payment of the sums due under the Note and also waives notice of protest for nonpayment. The General Partner waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or otherwiseLoan Documents; (b) any extension defense arising by reason of the invalidity or renewal of any thereof; (c) any rescission, waiver, amendment or modification unenforceability of any of the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty Loan Documents or any other agreementdisability of Borrower; (d) the acceptance of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of them; (ec) the release of any of the security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note given for the Obligations payment of the Note; (d) notice of acceptance of this Guaranty by Lender; (e) notice of presentment, demands, demands for payment or any performance, notice of themnon-performance, protests, notices of protest and notices of dishonor, notice of non-payment or partial payment and all other notices or formalities; (f) notice of any defaults under the release Note or in the performance of any of the Issuer, any Subsidiary Guarantor covenants and agreements contained therein or in any other Person from its liability with respect to Loan Document given as security for the ObligationsNote; (g) any act limitation or failure to act with regard to exculpation of liability on the Obligationspart of Borrower whether contained in the Note or otherwise; (h) the voluntary transfer or involuntary liquidation, dissolution, sale or other disposition by Borrower of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment any security given for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this AgreementNote, the Notes, any Subsidiary Guaranty or any other agreement Loan Documents or the disaffirmance of this Agreement Indebtedness Guaranteed or the Notes or any Subsidiary Guaranty or any other agreement diminution in any such proceedingvalue thereof; (i) any failure, neglect or omission on the invalidity part of Lender to realize on or unenforceability of this Agreement, protect any security given for the Notes, any Subsidiary Guaranty Note or any the other agreementLoan Documents; (j) any right to require that Lender proceed against Borrower or exercise its rights under the impossibility Loan Documents or illegality of performance on exhaust its rights with respect to any security given in the part of the IssuerLoan Documents prior to enforcing this Guaranty; provided, any Subsidiary Guarantor however, at its sole discretion Lender may either in a separate action or an action pursuant to this Guaranty pursue its remedies against Borrower or any other Person of guarantor or surety, without affecting its obligations rights under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreementGuaranty; (k) notice to Guarantor of the existence of or the extending to Borrower of the Loan; (I) any order, method or manner of application of any payments on the Loan, the Loan Documents or the Indebtedness Guaranteed; (m) any right to insist Lender disburse the full principal amount of the Note to Borrower or the order, method, manner or amounts disbursed under the Note; (n) any defense arising by reason of the manner in which Lender has exercised its remedies or based upon an election of remedies by Lender; (o) any right of subrogation and any rights to enforce any remedy which Lender now has or may hereafter have against Borrower and any benefit of, and any right to participate in, any security now or hereafter held by Lender; (p) any defense of waiver, release, discharge in bankruptcy, statute of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud, ultra xxxxx acts, usury, illegality or unenforceability which may be available to Borrower in respect of the Issuer, any Subsidiary Guarantor Note or any other Person, Loan Document; (q) any change of circumstances, setoff available against Lender to Borrower whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility on account of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specifieda related transaction; or (lr) any change defense based upon any statute or rule which provides that the obligation of a surety must be neither larger in the ownership amount nor in other respects more burdensome than that of the Issuerprincipal. It being understood Guarantor further agrees that the specific enumeration no act or thing, except for payment in full, which but for this provision might or could in law or in equity act as a release of the above-mentioned actsliabilities of Guarantor hereunder, failures shall in any way affect or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of impair this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentGuaranty.

Waiver of Defenses. The General Partner Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The General Partner Parent Guarantor waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner Parent Guarantor hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any the Subsidiary Guaranty Agreement, any other Note Document or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any the Subsidiary Guaranty Agreement, any other Note Document or any other agreement; (d) the acceptance of any security or guarantee Guarantee (including any the Subsidiary GuarantyGuaranty Agreement) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee Guarantee (including any the Subsidiary GuarantyGuaranty Agreement) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any the Subsidiary Guaranty Agreement, any other Note Document or any other agreement or the disaffirmance of this Agreement or the Notes or any the Subsidiary Guaranty Agreement or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any the Subsidiary Guaranty Agreement, any other Note Document or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any the Subsidiary Guaranty Agreement, any other Note Document or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. ​ ​ It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner Parent Guarantor shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such payment.

Waiver of Defenses. The General Partner Guarantor hereby waives presentation any right to assert against GBCC as a defense, counterclaim, set-off or cross-claim, any defense (legal or equitable), set-off, counterclaim or cross-claim which Guarantor may now or any time hereafter have against the Company and any other party liable to GBCC in any way or manner. Guarantor hereby waives all defenses, counterclaims and off-sets of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity or enforceability of the Agreement or any security interest thereunder or any Transaction Document (as defined in the Agreement). Guarantor hereby waives any defense arising by reason of any claim or defense based upon an election of remedies by GBCC, which, in any manner impairs, affects, reduces, releases, destroys or extinguishes Guarantor's subrogation rights, rights to proceed against the Company for reimbursement, or any other rights of Guarantor to proceed against the Company or against any other rights of Guarantor or against any other person or security. Guarantor waives all presentments, demands for performance, notices of non-performance, protests, notices of protests, notices of dishonor, notices of default, notice of acceptance of this Guaranty, and notices of the existence, creating or incurring of new or additional indebtedness, and all other notices or formalities to which Guarantor may be entitled. As a condition to payment or performance by Guarantor under this Guaranty, GBCC shall not be required to, demand of payment from and protest Guarantor hereby waives any and all rights to require GBCC to prosecute or seek to enforce any remedies against the Issuer of Company or any other party liable to GBCC on account of the Obligations and also waives notice of protest for nonpayment. The General Partner waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to require GBCC to seek to enforce or resort to any right remedies with respect to any security interests, liens or remedy against encumbrances granted to GBCC by the Issuer Company or any other Person (including party on account of the Obligations. All monies or other property of Guarantor at any Subsidiary Guarantor) time in GBCC's possession may be held by GBCC as security for any and all obligations of Guarantor to GBCC no matter now existing or hereafter arising, whether absolute or contingent, whether due or to become due, and whether under this Agreement, the Notes, any Subsidiary Guaranty or otherwise, Guarantor also agrees that GBCC's books and records showing the account between GBCC and the Company shall be admissible in any other agreement action or otherwise; (b) any extension or renewal proceeding and shall be binding upon Guarantor for the purpose of any thereof; (c) any rescission, waiver, amendment or modification of any of establishing the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (d) the acceptance of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified set forth therein and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentconstitute prima facie proof thereof.

Waiver of Defenses. The General Partner Guarantor hereby waives presentation any right to assert against Fidelity as a defense, counterclaim, set-off or cross-claim, any defense (legal or equitable) other than payment of amounts owed, set-off, counterclaim or cross-claim which Guarantor may now or any time hereafter have against any Company and any other party liable to Fidelity in any way or manner. Guarantor hereby waives all defenses, counterclaims and off-sets of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity or enforceability of the Agreement or any security interest thereunder or any Transaction Document. Guarantor hereby waives any defense arising by reason of any claim or defense based upon an election of remedies by Fidelity, which, in any manner impairs, affects, reduces, releases, destroys or extinguishes Guarantor's subrogation rights, rights to proceed against any Company for reimbursement, or any other rights of Guarantor to proceed against any Company or against any other rights of Guarantor or against any other person or security. Guarantor waives all presentments, demands for performance, notices of non-performance, protests, notices of protests, notices of dishonor, notices of default, notice of acceptance of this Guaranty, and notices of the existence, creating or incurring of new or additional indebtedness, and all other notices or formalities to which Guarantor may be entitled. As a condition to payment or performance by Guarantor under this Guaranty, Fidelity shall not be required to, demand of payment from and protest Guarantor hereby waives any and all rights to the Issuer of require Fidelity to prosecute or seek to enforce any remedies against any Company or any other party liable to Fidelity on account of the Obligations and also waives notice of protest for nonpayment. The General Partner waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to require Fidelity to seek to enforce or resort to any right remedies with respect to any security interests, liens or remedy against the Issuer encumbrances granted to Fidelity by any Company or any other Person (including party on account of the Obligations. All monies or other property of Guarantor at any Subsidiary Guarantor) time in Fidelity's possession may be held by Fidelity as security for any and all obligations of Guarantor to Fidelity no matter now existing or hereafter arising, whether absolute or contingent, whether due or to become due, and whether under this Agreement, the Notes, any Subsidiary Guaranty or otherwise. Guarantor also agrees that Fidelity's books and records showing the account between Fidelity and any other agreement Company shall be admissible in any action or otherwise; (b) any extension or renewal proceeding and shall be binding upon Guarantor for the purpose of any thereof; (c) any rescission, waiver, amendment or modification of any of establishing the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (d) the acceptance of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified set forth therein and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentconstitute prima facie proof thereof.

Waiver of Defenses. The General Partner To the fullest extent permitted by applicable law, each Guarantor hereby waives presentation toany defense based on or arising out of any defense of any Borrower or any Guarantor or the unenforceability of all or any part of the Guarantied Obligations from any cause, demand or the cessation from any cause of payment from and the liability of any Borrower or any Guarantor, other than the Payment in Full. Without limiting the generality of the foregoing, each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the Issuer fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Borrower, any Guarantor, any other guarantor of any of the Obligations and also waives notice of protest for nonpaymentGuarantied Obligations, or any other Person. The General Partner waives notice Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any default under this Agreement, the Notes such Collateral in lieu of foreclosure or the other Obligations. The obligation otherwise act or fail to act with respect to any collateral securing all or a part of the General Partner hereunder shall not be affected by (a) Guarantied Obligations, compromise or adjust any part of the failure of Guarantied Obligations, make any holder of a Note to assert other accommodation with any claim or demand or to enforce Borrower, any right or remedy against the Issuer Guarantor, any other guarantor or any other Person (including liable on any Subsidiary Guarantor) under this Agreement, part of the NotesGuarantied Obligations or exercise any other right or remedy available to it against any Borrower, any Subsidiary Guaranty or Guarantor, any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (d) the acceptance of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor guarantor or any other Person from its liable on any of the Guarantied Obligations, without affecting or impairing in any way the liability with respect to of such Guarantor under this Guaranty except for the Payment in Full of the Obligations; (g) . To the fullest extent permitted by applicable law, each Guarantor waives any act defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or failure to act with regard to the Obligations; (h) the voluntary extinguish any right of reimbursement or involuntary liquidation, dissolution, sale subrogation or other disposition right or remedy of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuerany Guarantor against any Borrower, any Subsidiary Guarantor other guarantor or any other Person or liable on any of the assets of any of themGuarantied Obligations, as the case may be, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentsecurity.

Waiver of Defenses. The General Partner waives presentation toGuarantor agrees that the obligations, demand covenants and agreements of payment from and protest to the Issuer Guarantor under this Guaranty shall not be affected or impaired by any act of Owner, or any event or condition except full performance of the Obligations and also waives notice Guaranteed Obligations. Guarantor agrees that, without full performance of protest for nonpayment. The General Partner waives notice of any default under this Agreementthe Guaranteed Obligations, the Notes or the other Obligations. The obligation liability of the General Partner Guarantor hereunder shall not be affected by discharged, and Guarantor waives any defense based on (a) lack of authority or bankruptcy or insolvency of the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer Owner, Developer, Master Lessee or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty person or any other agreement or otherwiseentity; (b) any extension failure of Owner to commence action against the Developer or renewal any other person or entity, or to file or enforce a claim against the estate (either in administration, bankruptcy, or any other proceeding) of Developer or any thereofother person or entity; (c) any rescission, waiver, amendment or modification election of any of remedies by the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty Owner or any other agreementperson or entity which destroys or otherwise impairs any subrogation rights of Guarantor or the right of Guarantor to proceed against Developer, Owner or any other person or entity for reimbursement; (d) any failure on the acceptance part of the Owner to ascertain the extent or nature of the liability of any security person or guarantee (including any Subsidiary Guaranty) by any holder of a Note entity liable for the Obligations obligations of Developer under the PFDA, or any failure on the part of themOwner or any other person or entity to disclose to Guarantor any material facts affecting the obligations of Developer under the PFDA; (e) the release any lack of any security acceptance or guarantee (including any Subsidiary Guaranty) held notice of acceptance of this Guaranty by any holder of a Note for the Obligations or any of themOwner; (f) the release any lack of the Issuerpresentment, any Subsidiary Guarantor demand, protest, or any other Person from its liability notice of demand, protest, nonpayment or nonperformance with respect to the Obligationsobligations of Developer under the PFDA; (g) any act lack of due diligence by Owner in obtaining reimbursement from any person or failure to act with regard to entity now or hereafter liable for the Obligationsobligations of Developer under the PFDA; (h) any deficiency in the voluntary ability of Owner to collect from any persons or involuntary liquidation, dissolution, sale entities now or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment hereafter liable for the benefit obligations of creditors, reorganization or arrangement Developer under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceedingPFDA; (i) the invalidity renewal or unenforceability extension of this Agreement, time for the Notes, any Subsidiary Guaranty payment or performance of the Guaranteed Obligations or any other agreementagreement relating to the Guaranteed Obligations, whether made with or without the knowledge or consent of Guarantor; (j) the impossibility any transfer, waiver, compromise, settlement, surrender or illegality of performance on the part release of the Issuer, any Subsidiary Guarantor provisions of the PFDA (provided that the PFDA shall not be modified or any other Person amended and no Change Order will be approved by Owner without the prior written consent of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreementGuarantor); (k) in respect the existence of any defenses to enforcement of the Issuerprovisions of the PFDA other than mandatory counter-claims; (1) the existence of any set-off, claim, reduction or diminution of the Guaranteed Obligations, or any Subsidiary defense of any kind or nature, which Guarantor may have against Developer, Owner or any other Personperson or entity or which any party has against Owner; (m) the addition of any and all other indorsers, guarantors, obligors and other persons liable for the payment and performance of the Guaranteed Obligations and the acceptance of any change and all other security for the payment and performance of circumstances, the Guaranteed Obligations; all whether or not foreseen Guarantor shall have had notice or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor knowledge or any other Person, act or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability omission referred to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent foregoing clauses (a) through (m) of this Section 13.2 Paragraph. Guarantor intends that the obligations Guarantor shall remain liable hereunder as a principal until all Guaranteed Obligations shall have been satisfied in full, notwithstanding any fact, act, event or occurrence which might otherwise operate as a legal or equitable discharge of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired a surety or varied except by the payment of the Obligations and then only to the extent of such paymentguarantor.

Waiver of Defenses. The General Partner Without limiting the provisions of Section 5, Guarantor expressly waives presentation to, demand any and all rights to defenses arising by reason of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The General Partner waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by (a) the failure of if applicable, any holder of a Note to assert any claim “one-action” or demand or to enforce any right or remedy against the Issuer “anti-deficiency” law or any other Person (law that may prevent any Landlord from bringing any action, including a claim for deficiency against Guarantor, before or after such Landlord’s Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. commencement or completion of any Subsidiary Guarantor) under this Agreement, the Notes, action against any Subsidiary Guaranty or any other agreement or otherwiseObligor; (b) any extension or renewal of any thereofANY ELECTION OF REMEDIES BY ANY LANDLORD (INCLUDING WITHOUT LIMITATION ANY TERMINATION OF ANY BKD/VTR DOCUMENT) THAT DESTROYS OR OTHERWISE ADVERSELY AFFECTS GUARANTOR’S SUBROGATION RIGHTS OR GUARANTOR’S RIGHTS TO PROCEED AGAINST ANY OBLIGOR FOR REIMBURSEMENT; (c) any rescission, waiver, amendment disability or modification other defense of any Obligor or of any other guarantor, or by reason of the cessation of any Obligor’s liability from any cause whatsoever, (other than the defense of payment of the Monetary Obligations, performance of the Performance Obligations and any defense pursuant to the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreementBKD/VTR Documents); (d) any right to claim discharge of the acceptance Guaranteed Obligations on the basis of unjustified impairment of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note collateral for the Obligations or any of themGuaranteed Obligations; (e) any change in the release of corporate relationship between Guarantor and any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations Obligor or any termination of themsuch relationship; (f) the release of the Issuerany irregularity, defect or unauthorized action by any Landlord, any Subsidiary Guarantor Obligor or any other Person from its liability with respect guarantor or surety or any of their respective officers, directors or other agents in executing and delivering any instrument or agreements relating to the ObligationsGuaranteed Obligations or in carrying out or attempting to carry out the terms of any such agreements; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy similar proceeding by or similar lawsagainst any Obligor, composition with creditors any Landlord or readjustment ofany other surety or guarantor; (h) any setoff, counterclaim, recoupment, deduction, or other similar procedure affecting the Issuerright that Guarantor may have against any Ventas Party, any Subsidiary Guarantor Obligor or any other Person for any reason whatsoever whether related to the Guaranteed Obligations or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceedingotherwise; (i) any assignment, endorsement or transfer; in whole or in part, of the invalidity Guaranteed Obligations, whether made with or unenforceability without notice to or consent of this Agreement, the Notes, any Subsidiary Guaranty or any other agreementGuarantor; (j) if the impossibility or illegality of performance on the part of the Issuer, recovery from any Subsidiary Guarantor Obligor or any other Person guarantor becomes barred by any statute of its obligations under the Notes, this Agreement, any Subsidiary Guaranty limitations or any other instrument is otherwise prevented; or agreement; (k) in respect any neglect, delay, omission, failure or refusal of Landlord to take or prosecute any action for the collection of any of the IssuerGuaranteed Obligations or to foreclose or take or prosecute any action in connection with any lien or right of security (including perfection thereof) existing or to exist in connection with, or as security for, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned aboveGuaranteed Obligations, it being the purpose and intent intention hereof that Guarantor shall remain liable as a principal on the Guaranteed Obligations notwithstanding any act, omission or event that might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentGuarantor.

Waiver of Defenses. The General Partner waives presentation toEach Borrower agrees that the joint and several ------------------- liability of Borrowers provided for in Section 4.14 hereof shall not be impaired or affected by (i) any modification, demand of payment from and protest to the Issuer supplement, extension or amendment of any of the Obligations and also waives notice of protest for nonpayment. The General Partner waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer Loan Documents or any other Person contract or agreement to which the other Borrowers may hereafter agree (including any Subsidiary Guarantor) under this Agreementother than an agreement signed by Lender specifically releasing such liability), the Notes, any Subsidiary Guaranty or any other agreement or otherwise; (bii) any delay, extension of time, renewal, compromise or renewal of any thereof; (c) any rescission, waiver, amendment or modification of other indulgence granted by Lender with respect to any of the terms Obligations, (iii) any release or provisions subordination of this AgreementLender's Liens with respect to any or all of the Collateral or any alteration of any rights of any Borrower with respect thereto, (iv) any increase or decrease in the rate of interest with respect to any of the Obligations, the Notesamount of fees charged under the Loan Documents or the amount of the Obligations, (v) any Subsidiary Guaranty or any other agreement; (d) the acceptance of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations or any of them; (f) the release of the IssuerBorrower, any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; Loan Party, or (gvi) any act other agreements or failure to act arrangements whatever with regard to the Obligations; (h) the voluntary any Borrower or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, each Borrower hereby waiving all notices of such delay, extension, release, subordination, renewal, compromise, increase or other indulgence, and hereby consenting to be bound thereby as fully and effectively as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all of the Revolver Loans, and may be enforced without requiring Lender first to resort to any change other right, remedy or security. Each Borrower expressly waives promptness, diligence, notice of circumstancesacceptance and any other notice with respect to any of the Obligations, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor this Agreement or any other PersonLoan Documents and any requirement that Lender protect, secure, perfect or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of insure any Governmental Authority, change of law Lien or any other causes affecting performance, property subject thereto or other force majeure, whether exhaust any right or not beyond the control of the Issuer, take any Subsidiary Guarantor action against any Borrower or any other Person and whether or not of the kind above specified; any Collateral, including any rights either Borrower may otherwise have under O.C.G.A. ss. 10-7-24 or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentsimilar statute.

Waiver of Defenses. The General Partner Mortgagor hereby waives presentation any defense it may now or hereafter have that relates to, demand of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The General Partner waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by : (a) the failure any disability or other defense of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer Borrower or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or otherwiseperson; (b) the cessation, from any extension cause other than full performance, of the obligations of Borrower or renewal of any thereofother person; (c) any rescission, waiver, amendment or modification the application of the proceeds of any of the terms or provisions of this AgreementSecured Obligation, the Notes, by any Subsidiary Guaranty Borrower or any other agreementperson, 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 acceptance release of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations Borrower or any of themother person or any collateral for any Secured Obligation; (e) the release unenforceability or invalidity of any security collateral assignment (other than this Mortgage) or guarantee (including guaranty with respect to any Subsidiary Guaranty) held by Secured Obligation, or the lack of perfection or continuing perfection or lack of priority of any holder of a Note for the Obligations or lien which secures any of themSecured Obligation; (f) the release any failure of the Issuer, any Subsidiary Guarantor Mortgagee to marshal assets in favor of Mortgagor or any other Person from its liability with respect to the Obligationsperson; (g) any act modification of any Secured Obligation, including any renewal, extension, acceleration or failure to act with regard to the Obligations; increase in interest rate, or (h) the voluntary or involuntary liquidation, dissolution, sale any election of remedies by Mortgagee that impairs any subrogation or other disposition right of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, Mortgagor to proceed against any Subsidiary Guarantor Borrower or any other Person person, including any loss of rights resulting from anti-deficiency laws relating to nonjudicial foreclosures of real property or any of the assets of any of themother laws limiting, qualifying or any allegation discharging obligations or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceedingremedies; (i) any law which provides that the invalidity obligation of a surety or unenforceability guarantor must neither be larger in amount nor in other respects more burdensome than that of this Agreement, the Notes, any Subsidiary Guaranty principal or any other agreementwhich reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (j) the impossibility any failure of Mortgagee to file or illegality of performance on the part of the Issuer, enforce a claim in any Subsidiary Guarantor bankruptcy or other proceeding with respect to any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreementperson; (k) the election by Mortgagee, in respect any bankruptcy proceeding of any person, of the Issuer, any Subsidiary Guarantor application or any other Person, any change non-application of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control Section 1111(b)(2) of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specifiedUnited States Bankruptcy Code; or (l) any change in extension of credit or the ownership grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (m) any use of cash collateral under Section 363 of the IssuerUnited States Bankruptcy Code; or (n) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person. It being understood The Mortgagor waives all rights and defenses that the specific enumeration of the above-mentioned actsMortgagor may have because a Borrower’s debt is secured by real property. This means, failures or omissions shall not be deemed to exclude any among other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such payment.things:

Waiver of Defenses. The General Partner To the fullest extent permitted by applicable law, each Guarantor hereby waives presentation toany defense based on or arising out of any defense of any Borrower or any Guarantor or the unenforceability of all or any part of the Guarantied Obligations from any cause, demand or the cessation from any cause of payment from and the liability of any Borrower or any Guarantor, other than the Payment in Full of the Guarantied Obligations. Without limiting the generality of the foregoing, each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the Issuer fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Borrower, any Guarantor, any other guarantor of any of the Obligations and also waives notice of protest for nonpaymentGuarantied Obligations, or any other Person. The General Partner waives notice Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any default under this Agreement, the Notes such Collateral in lieu of foreclosure or the other Obligations. The obligation otherwise act or fail to act with respect to any collateral securing all or a part of the General Partner hereunder shall not be affected by (a) Guarantied Obligations, compromise or adjust any part of the failure of Guarantied Obligations, make any holder of a Note to assert other accommodation with any claim or demand or to enforce Borrower, any right or remedy against the Issuer Guarantor, any other guarantor or any other Person (including liable on any Subsidiary Guarantor) under this Agreement, part of the NotesGuarantied Obligations or exercise any other right or remedy available to it against any Borrower, any Subsidiary Guaranty or Guarantor, any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (d) the acceptance of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor guarantor or any other Person from its liable on any of the Guarantied Obligations, without affecting or impairing in any way the liability with respect of such Guarantor under this Guaranty except to the extent the Payment in Full of the Guarantied Obligations; (g) . To the fullest extent permitted by applicable law, each Guarantor waives any act defense arising out of any such election even though that election may operate, 124 pursuant to applicable law, to impair or failure to act with regard to the Obligations; (h) the voluntary extinguish any right of reimbursement or involuntary liquidation, dissolution, sale subrogation or other disposition right or remedy of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuerany Guarantor against any Borrower, any Subsidiary Guarantor other guarantor or any other Person or liable on any of the assets of any of themGuarantied Obligations, as the case may be, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentsecurity.

Waiver of Defenses. The General Partner waives presentation to(a) Except as otherwise specifically provided in this Guaranty, demand the obligations and liability of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The General Partner waives notice of any default Guarantor under this AgreementGuaranty shall be absolute and unconditional, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by (a) the failure of subject to any holder of a Note to assert counterclaim, set-off, deduction or defense based upon any claim which Guarantor may have against Landlord and shall remain in full force and effect without regard to, and shall not be released, discharged or demand terminated or to enforce any right or remedy against the Issuer or in any other Person (including any Subsidiary Guarantor) under this Agreement, the Notesway affected by, any Subsidiary Guaranty circumstance or condition (whether or not Guarantor shall have any other agreement knowledge or otherwise; notice thereof), including, without limitation: (bi) any amendment, modification, extension or renewal of any thereofthe Lease (except that the liability of Guarantor hereunder shall be deemed to apply to the Lease as so amended, modified, extended or renewed); (cii) any rescissionexercise or nonexercise by Landlord of any right, power or remedy under or in respect of the Lease or any waiver, amendment consent, indulgence or modification of any other action, inaction or omission under or in respect of the terms or provisions Lease; (iii) except pursuant to an assignment of this Agreement, the NotesLease satisfying the conditions of Section 9.7 of the Lease (in which event Guarantor's obligations hereunder shall cease), any Subsidiary Guaranty assignment, sale, sublease, surrender, forfeiture, reentry, re-letting or other transfer by Landlord or Tenant in respect of the Lease or any other agreementinterest in the Premises; (div) the acceptance of any security bankruptcy, insolvency, receivership, reorganization, composition, adjustment, dissolution, liquidation or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations other like proceeding involving or affecting Tenant, or Landlord or their obligations, properties or creditors, or any of them; (e) the release of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability action taken with respect to such obligations or properties or the Obligations; (g) Lease, by any act trustee or failure to act with regard to the Obligations; (h) the voluntary receiver of Landlord or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment ofTenant, or other similar procedure affecting the Issuerby any court of competent jurisdiction, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (iv) the any invalidity or unenforceability of this Agreementunenforceability, the Notes, any Subsidiary Guaranty in whole or any other agreement; (j) the impossibility or illegality of performance on the in part of the Issuer, any Subsidiary Guarantor or any other Person obligation of its obligations Tenant under the NotesLease, this Agreement, or of any Subsidiary Guaranty or any other instrument or agreement; (k) in respect term of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specifiedLease; or (lvi) any change in the ownership transfer by Guarantor of any or all of the Issuer. It being understood that membership interests of Tenant or the specific enumeration of the above-mentioned acts, failures direct or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentindirect control thereof.

Waiver of Defenses. The General Partner Guarantor waives presentation to, demand of payment from and protest any defense to the Issuer enforcement of this Guaranty or any of the Obligations and also waives notice of protest Security for nonpayment. The General Partner waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected Guaranty arising by reason of: (a) any present or future Laws or orders affecting the terms of, or the Lender’s Remedies with respect to, any Other Obligations or Security; (b) the absence or cessation of personal liability of any other Loan Party with respect to any Other Obligations; (c)the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under to execute this Agreement, the Notes, any Subsidiary Guaranty or any other agreement guaranty or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (d) the acceptance to failure of any security Loan Party to properly execute any Loan Document or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of themotherwise comply with applicable legal formalities; (e) the release unenforceability or invalidity of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Other Obligations or Security or the lack of perfection or failure of priority or any other loss or impairment of themany Security; (f) the any discharge or release of any other Loan Party or any Other Obligations or Security or any impairment or suspension of any Remedies of the IssuerLender, whether resulting from any Subsidiary Guarantor act or omission of the Lender or any other Person from its liability with respect to the Obligationsor by operation of law or otherwise; (g) any act bankruptcy, insolvency or failure reorganization of any Loan Party or any disability or other defense of any other Loan Party with respect to act with regard to the Obligationsany Other Obligations or Security; (h) any failure of the voluntary Lender to disclose to the Guarantor any information relating to the financial condition, operations, properties or involuntary liquidation, dissolution, sale or other disposition prospects of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person Loan Party now or in the future known to the Lender (the Guarantor waiving any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance duty on the part of the IssuerLender to disclose such information); (i) any failure of the Lender to monitor proper application of loan funds or compliance with the Loan Documents, or to preserve, insure or protect any Subsidiary Guarantor Security or any subrogatlon, contribution or reimbursement rights of the Guarantor; (j) any application of proceeds or payments received by the Lender to obligations other Person of its obligations under then the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreementGuaranteed Obligations; (k) in respect any other action by the Lender, whether authorized by § 4 or otherwise, or any omission by the Lender or other failure of the IssuerLender to pursue, or any delay in pursuing, any Subsidiary Guarantor or any other PersonRemedy in the Lender’s power, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 defense arising from a claim that the obligations of the General Partner shall be absolute, unconditional Guarantor are greater than those of the Borrower or any other Loan Party. Guarantor waives all rights and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except defenses arising out of any election of remedies by the payment Lender, even though that election of remedies, such as a nonjudidal foreclosure with respect to security for a guaranteed obligation, has destroyed the Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Obligations California Code of Civil Procedure or otherwise. The Guarantor waives all rights and then only to defenses that the extent of such payment.Guarantor may have because the Borrower’s debt is secured by real property. This means, among other things:

Waiver of Defenses. The General Partner Guarantor waives presentation any defense to the enforcement of this Guaranty or any Security for this Guaranty arising by reason of: (a) any present or future Laws or orders affecting the terms of, or the Lender’s Remedies with respect to, demand any Other Obligations or Security; (b) the absence or cessation of payment from and protest personal liability or any other Loan Party with respect to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The General Partner waives notice of any default under this Agreement, the Notes or the other Other Obligations. The obligation of the General Partner hereunder shall not be affected by ; (ac) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under to execute this Agreement, the Notes, any Subsidiary Guaranty or any other agreement guaranty or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (d) the acceptance failure of any security Loan Party to properly execute any Loan Document or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of themotherwise comply with applicable legal formalities; (e) the release unenforceability or invalidity of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Other Obligations or Security or the lack of perfection or failure of priority or any other loss or impairment of themany Security; (f) the any discharge or release of any other Loan Party or any Other Obligations or Security or any impairment or suspension of any Remedies of the IssuerLender, whether resulting from any Subsidiary Guarantor act or omission of the Lender or any other Person from its liability with respect to the Obligationsor by operation of law or otherwise; (g) any act bankruptcy, insolvency or failure reorganization of any Loan Party or any disability or other defense of any other Loan Party with respect to act with regard to the Obligationsany Other Obligations or Security; (h) any failure of the voluntary Lender to disclose to the Guarantor any information relating to the financial condition, operations, properties or involuntary liquidation, dissolution, sale or other disposition prospects of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person Loan Party now or in the future known to the Lender (the Guarantor waiving any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance duty on the part of the IssuerLender to disclose such information); (i) any failure of the Lender to monitor proper application of loan funds or compliance with the Loan Documents, or to preserve, insure or protect any Subsidiary Guarantor Security or any subrogation, contribution or reimbursement rights of the Guarantor; (j) any application of proceeds or payments received by the Lender to obligations other Person of its obligations under then the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreementGuaranteed Obligations; (k) in respect any other action by the Lender, whether authorized by § 4 or otherwise, or any omission by the Lender or other failure of the IssuerLender to pursue, or any delay in pursuing, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to Remedy in the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specifiedLender’s power; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 defense arising from a claim that the obligations of the General Partner shall be absolute, unconditional Guarantor are greater than those of the Borrower or any other Loan Party. The Guarantor waives all rights and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except defenses arising out of any election of remedies by the payment Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Obligations California Code of Civil Procedure or otherwise. The Guarantor waives all rights and then only to defenses that the extent of such payment.Guarantor may have because the Borrower’s debt is secured by real property. This means, among other things:

Waiver of Defenses. The General Partner Guarantor hereby waives presentation tothe right to require Lessor to (a) proceed against Lessee (except as otherwise provided herein); (b) proceed against or exhaust any security that Lessor holds from Lessee; or (c) pursue any other remedy in Lessor’s power. Until all of Lessee’s obligations to Lessor have been discharged in full, demand Guarantor has no right to subrogation against Lessee. Guarantor waives its right to enforce any remedies that Lessor now has, or later may have, against Lessee. Guarantor waives any right to participate in any security now or later held by Lessor. Guarantor waives all presentments, protests, notices of payment from protest, notices of dishonor and protest to the Issuer notices of any acceptance of this Guaranty, and except as otherwise provided herein waives all notice of the Obligations and also waives notice existence, creation, or incurring of protest for nonpaymentthe new or additional obligations. The General Partner waives notice liability of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner Guarantor hereunder shall not in no way be affected by (a) the failure release or discharge of the Lessee in any holder of a Note to assert any claim bankruptcy, receivership or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or otherwiseproceedings; (b) any extension the impairment, limitation or renewal modification of the liability of Lessee or the estate of Lessee in bankruptcy, or of any thereofremedy for the enforcement of Lessee’s said liability under the Lease, resulting from the operation of any present or future provision of the bankruptcy laws or other statutes or from the decisions of any court; (c) any rescission, waiver, amendment the rejection or modification of any disaffirmance of the terms or provisions of this Agreement, the Notes, Lease in any Subsidiary Guaranty or any other agreementproceeding; (d) the acceptance assignment or transfer of any security or guarantee (including any Subsidiary Guaranty) the Lease by any holder of a Note for the Obligations or any of themLessee; (e) the release any disability or other defense of any security Lessee; or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations or any of them; (f) the release cessation from any cause whatsoever of the Issuer, any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentLessee.

Waiver of Defenses. The General Partner (a) To the fullest extent permitted by applicable law, each Guarantor hereby waives presentation toany defense based on or arising out of any defense of any Borrower or any Guarantor or the unenforceability of all or any part of the Guarantied Obligations from any cause, demand or the cessation from any cause of payment from and the liability of any Borrower or any Guarantor, other than the Payment in Full. Without limiting the generality of the foregoing, (i) each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the Issuer fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Borrower, any Guarantor, any other guarantor of any of the Obligations and also waives notice of protest for nonpayment. The General Partner waives notice of any default under this AgreementGuarantied Obligations, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (d) the acceptance of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and (ii) each Guarantor hereby waives any defense, right of set-off, claim or counterclaim whatsoever and any and all other rights, benefits, protections and other defenses available to such Guarantor now or at any time hereafter, including under California Civil Code Sections 2787 to 2855, inclusive, and California Code of Civil Procedure Sections 580a, 580b, 580d or 726, and all successor sections, whether or not constituting applicable law. The Agent may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the kind above specified; Guarantied Obligations, compromise or (l) adjust any change in the ownership part of the Issuer. It being understood that the specific enumeration Guarantied Obligations, make any other accommodation with any Borrower, any Guarantor, any other guarantor or any other Person liable on any part of the above-mentioned acts, failures Guarantied Obligations or omissions shall not be deemed to exclude exercise any other actsright or remedy available to it against any Borrower, failures any Guarantor, any other guarantor or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations any other Person liable on any of the General Partner shall be absoluteGuarantied Obligations, unconditional and irrevocable to without affecting or impairing in any way the extent herein specified and shall not be discharged, impaired or varied liability of such Guarantor under this Guaranty except by for the payment Payment in Full of the Obligations and then only Obligations. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against any Borrower, any other guarantor or any other Person liable on any of the extent of such paymentGuarantied Obligations, as the case may be, or any security.

Waiver of Defenses. The General Partner enforceability of this Agreement and the liability of the Guarantors and the rights, remedies, powers and privileges of the Lender Group under this Agreement shall not be affected, limited, reduced, discharged or terminated, and each Guarantor hereby expressly waives presentation to, demand of payment from and protest to the Issuer fullest extent permitted by law any defense now or in the future arising, by reason of: the illegality, invalidity or unenforceability of any of the Obligations and also waives notice of protest for nonpayment. The General Partner waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty Loan Document or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of instrument whatsoever relating to any of the terms Obligations; any disability or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (d) the acceptance of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability defense with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets Obligations, including the effect of any statute of themlimitations, or any allegation or contest of that may bar the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement enforcement thereof or the disaffirmance obligations of this Agreement or such Guarantor relating thereto; the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the illegality, invalidity or unenforceability of this Agreementany other guaranty of or insurance for any of the Obligations; the cessation, for any cause whatsoever, of the Notes, any Subsidiary Guaranty liability of the Borrower or any other agreement; (j) the impossibility or illegality of performance on the part Guarantor with respect to any of the Issuer, Obligations; any Subsidiary Guarantor or failure of any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect member of the IssuerLender Group to marshal assets, to pursue or exhaust any Subsidiary Guarantor right, remedy, power or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to privilege it may have against the Issuer, any Subsidiary Guarantor Borrowers or any other Person, or to take any action whatsoever to mitigate or reduce the liability of any Guarantor under this Agreement, the Lender Group being under no obligation to take any such action notwithstanding the fact that any of the Obligations may be due and payable and that the Borrower may be in default of its obligations under any Loan Document; any counterclaim, set-off or other impossibility claim which the Borrower or any Guarantor has or claims with respect to any of performance through firethe Obligations; any failure of any member of the Lender Group to file or enforce a claim in any bankruptcy, explosioninsolvency, accidentreorganization or other proceeding with respect to any Person; Exhibit 10.15 Execution Version any bankruptcy, labor disturbanceinsolvency, floodsreorganization, droughtswinding-up or adjustment of debts, embargoesor appointment of a custodian, wars (whether or not declared), acts of terrorists, civil commotions, acts of God liquidator or the public enemylike of it, delays or failures of suppliers similar proceedings commenced by or carriers, inability to obtain materials, action of any Governmental Authority, change of law against the Borrower or any other causes affecting performancePerson, including any discharge of, or other force majeurebar, whether stay or not beyond the control injunction against collecting, any of the IssuerObligations (or any interest on any of the Obligations) in or as a result of any such proceeding; any action taken by any member of the Lender Group that is authorized by this Section or otherwise in this Agreement or by any other provision of any Loan Document, or any Subsidiary Guarantor omission to take any such action; or any other Person and whether circumstance whatsoever that might otherwise constitute a legal or not equitable discharge or defense of a surety or guarantor other than payment in full of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentObligations.

Waiver of Defenses. The General Partner Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The General Partner Parent Guarantor waives notice of any Default or Event of Default hereunder or any default under this Agreement, the Notes or the any other ObligationsObligation. The obligation of the General Partner Parent Guarantor hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (d) the acceptance of any security or guarantee Guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee Guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any or Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner Parent Guarantor shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment and performance of the Obligations and then only to the extent of such paymentpayment and performance.

Waiver of Defenses. The General Partner Guarantor waives presentation to, demand of payment from and protest to the Issuer Company of any of the Obligations and also waives notice of protest for nonpayment, except to the extent explicitly required pursuant to the terms hereof. The General Partner Guarantor waives notice of any default under this Agreement, the Notes or the other Obligations, except to the extent explicitly required pursuant to the terms hereof. The obligation of the General Partner Guarantor hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer Company or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty the Security Agreement or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty Notes or any other agreement; (d) the acceptance of any security or guarantee (including any Subsidiary Guaranty) Guarantee by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee (including any Subsidiary Guaranty) Guarantee held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor Company or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor Company or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty the Security Agreement or any other agreement or the disaffirmance of this Agreement, the Notes, the Security Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty the Security Agreement or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor Company or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty the Security Agreement or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor Company or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor Company or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor Company or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the IssuerCompany. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 6.2 that the obligations of the General Partner Guarantor shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such payment.

Waiver of Defenses. (a) The General Partner waives presentation obligations of each Subsidiary Guarantor under this Article IX will not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Article IX (whether or not known to it or the Lender). This includes: (i) any time or waiver granted to, demand or composition with, any person; (ii) any release of payment from any person under the terms of any composition or arrangement; (iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person; (iv) any non presentation or non observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security; (v) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person and protest to including notice of an adverse change in the Issuer financial condition of any Obligor or any other fact that might increase or expand any Subsidiary Guarantor’s risk hereunder; (vi) any amendment, novation, supplement, extension or reinstatement (however fundamental and of whatever nature) of a Loan Document or any other document or security; (vii) any unenforceability, illegality, invalidity or non provability of any obligation of any person under any Loan Document or any other document or security; (viii) any insolvency or similar proceedings; (ix) notice of acceptance of this Subsidiary Guaranty Agreement; (x) the creation, existence or acquisition of any of the Guaranteed Obligations, subject to such Subsidiary Guarantor’s right to make inquiry of the Lender to ascertain the amount of the Guaranteed Obligations and also waives at any reasonable time; (xi) notice of protest for nonpayment. The General Partner waives notice the amount of the Guaranteed Obligations, subject to such Subsidiary Guarantor’s right to make inquiry of the Lender to ascertain the amount of the Guaranteed Obligations at any default under this Agreementreasonable time; (xii) all other notices and demands to which such Subsidiary Guarantor might otherwise be entitled; (xiii) the defense of the “single action” rule or any similar right or protection, and the right by statute or otherwise to require the Lender to institute suit against the Borrower or to exhaust its rights and remedies against the Borrower, the Notes Subsidiary Guarantor being bound to the payment of each and all Guaranteed Obligations, whether now existing or hereafter accruing, as fully as if such Guaranteed Obligations were directly owing to the other Obligations. The obligation of the General Partner hereunder shall not be affected Lender by such Subsidiary Guarantor; and (axiv) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under this Agreement, defense which the Notes, any Subsidiary Guaranty or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (d) the acceptance of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability with respect may have to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets full and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of complete performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymenthereunder.

Waiver of Defenses. The General Partner Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The General Partner Parent Guarantor waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner Parent Guarantor hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any the Subsidiary Guaranty Agreement, any other Note Document or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any the Subsidiary Guaranty Agreement, any other Note Document or any other agreement; (d) the acceptance of any security or guarantee Guarantee (including any the Subsidiary GuarantyGuaranty Agreement) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee Guarantee (including any the Subsidiary GuarantyGuaranty Agreement) held by any holder of a Note for the Obligations or any of them; (f) the release of ​ the Issuer, any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any the Subsidiary Guaranty Agreement, any other Note Document or any other agreement or the disaffirmance of this Agreement or the Notes or any the Subsidiary Guaranty Agreement or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any the Subsidiary Guaranty Agreement, any other Note Document or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any the Subsidiary Guaranty Agreement, any other Note Document or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner Parent Guarantor shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such payment.

Waiver of Defenses. The General Partner Parent Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The General Partner Parent Guarantor waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner Parent Guarantor hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any the Subsidiary Guaranty Agreement or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any the Subsidiary Guaranty Agreement or any other agreement; (d) the acceptance of any security or guarantee Guarantee (including any the Subsidiary GuarantyGuaranty Agreement) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee Guarantee (including any the Subsidiary GuarantyGuaranty Agreement) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any the Subsidiary Guaranty Agreement or any other agreement or the disaffirmance of this Agreement or the Notes or any the Subsidiary Guaranty Agreement or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any the Subsidiary Guaranty Agreement or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any 42 Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any the Subsidiary Guaranty Agreement or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner Parent Guarantor shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such payment. It is also understood that the Parent Guarantor is not waiving any right that it has to consent to amendment to this Agreement.

Waiver of Defenses. The General Partner waives presentation toHoldings hereby expressly waives: (i) notice of the Lenders’ acceptance of this Agreement; (ii) notice of the existence or creation or non payment of all or any of the Indebtedness; (iii) presentment, demand demand, notice of payment from dishonor, protest, and protest to all other notices whatsoever; and (iv) all diligence in collection or protection of or realization upon the Issuer Indebtedness or any part thereof, any obligation hereunder, or any security for or guaranty of any of the Obligations and also waives notice of protest for nonpaymentforegoing. The General Partner waives notice of any default under this Agreement, No delay on the Notes or the other Obligations. The obligation part of the General Partner hereunder shall not be affected by (a) Lenders in the failure exercise of any holder of a Note to assert any claim or demand or to enforce any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Lenders of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action of the Lenders permitted hereunder shall in any way affect or impair any such Lenders’ rights or Holdings’ obligations under this Agreement. Until all of the Indebtedness has been paid in full, Holdings irrevocably and absolutely subordinates any and all rights of subrogation, contribution, indemnification, recourse, reimbursement and any similar rights against Borrowers, whether these rights arise under an express or implied contract or by operation of law. It is the Issuer intention of the parties that, until all of the Indebtedness has been paid in full, Holdings shall not be (or be deemed to be) a “creditor” (as defined in Section 101 of the Federal Bankruptcy Code, as the same may be amended) of Borrowers (or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty Guarantor or any other agreement Person) by reason of the existence of this Agreement in the event that a Borrower becomes a debtor in any proceeding under the Federal Bankruptcy Code. This waiver is given to induce the Lenders to enter into this Agreement and to extend the credit facilities to Borrowers. Holdings waives any defense based upon or otherwisearising by reason of (a) any disability or other defense of any Borrower or any other person; (b) the cessation or limitation from any extension or renewal cause, other than final and irrevocable payment in full, of any thereofthe Indebtedness; (c) any rescission, waiver, amendment or modification lack of authority of any of the terms or provisions of this Agreementofficer, the Notesdirector, any Subsidiary Guaranty partner, agent or any other agreementperson acting or purporting to act on behalf of a Borrower or any defect in the formation of a Borrower; (d) the acceptance application by any Person of the proceeds of any security Indebtedness for purposes other than the purposes represented by Borrowers to the Administrative Agent or guarantee (including any Subsidiary Guaranty) the Lenders or intended or understood by any holder of a Note for the Obligations Administrative Agent or any of themthe Lenders or Holdings; (e) any act or omission by the release of any security Administrative Agent or guarantee (including any Subsidiary Guaranty) held by any holder the Lenders which directly or indirectly results in or aids the discharge of a Note for the Obligations Borrower or any Indebtedness by operation of themlaw or otherwise; or (f) the release any modification of the IssuerIndebtedness, in any form, including without limit the renewal, extension, acceleration or other change in time for payment of the Indebtedness, or other change in the terms of Indebtedness or any part of it, including without limit an increase or decrease of the rate of interest. Holdings waives any defense it may have based upon any election of remedies by the Administrative Agent or the Lenders which destroys its subrogation rights or its right to proceed against a Borrower for reimbursement, including without limit any loss of rights Holdings may suffer by reason of any rights, powers or remedies of a Borrower in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging the Indebtedness. Without limiting the generality of the foregoing, the obligations of Holdings under this Article 10, and the rights of the Administrative Agent or the Lenders to enforce the same, by proceedings, whether by action at law, suit in equity or otherwise, shall not be in any way affected to the extent permitted by applicable law, by (i) any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding up or other proceeding involving or affecting a Borrower, any Subsidiary Guarantor or all of the Guarantors, Holdings or any other Person from its liability with respect to the Obligations; (g) including any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment discharge of, or other similar procedure affecting the Issuerbar or stay against collecting, any Subsidiary Guarantor or any other Person all or any of the assets Indebtedness in or as a result of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (lii) any change in the ownership of any of the Issuercapital stock (or other ownership interests) of a Borrower, Holdings, or any other party providing collateral or guarantees for any Indebtedness of Borrowers, or any of its Affiliates; (iii) the election by the Administrative Agent or the Lenders, in any bankruptcy proceeding of any person, to apply or not apply Section 1111(b)(2) of the Bankruptcy Code; (iv) any extension of credit or the grant of any security interest or lien under Section 363 of the Bankruptcy Code; (v) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any person; (vi) the avoidance of any security interest or Lien in favor of the Administrative Agent or the Lenders for any reason; (vii) any action taken by the Administrative Agent or the Lenders that is authorized by this paragraph or any other provision of this Agreement or any Loan Document; or (viii) any other principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms hereof. It being understood Holdings hereby waives to the fullest extent possible under applicable law, any defense based upon the doctrine of marshaling of assets or upon an election of remedies by the Administrative Agent or the Lenders, including, without limitation, an election to proceeds by non-judicial rather than judicial foreclosure, and any defense based upon any statute or rule of law which provides that the specific enumeration obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentprincipal.

Waiver of Defenses. The General Partner Except as set forth above, Guarantor hereby waives presentation tonotice of acceptance of this Guaranty and of the Obligations and any action taken with regard thereto, and waives presentment, demand for payment, protest, notice of dishonor or non-payment of the Obligations, suit, or the taking of and failing to take other action by Guaranteed Party against Obligor, Guarantor or others and waives any defense of a surety, and (except as expressly set forth herein) any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor, other than payment in full of the Obligations. Without limitation, Guaranteed Party may at any time and from time to time without notice to or consent of Guarantor and protest without impairing or releasing the obligations of Guarantor hereunder: (a) together with the Obligor, make any change to the Issuer terms of the Obligations; (b) take or fail to take any action of any kind in respect of any security for the Obligations; (c) exercise or refrain from exercising any rights against Obligor or others in respect of the Obligations or (d) compromise or subordinate the Obligations, including any security therefor. Notwithstanding the foregoing, Guarantor does not waive the right to assert that amounts are not due and payable under the Agreement in accordance with its terms and Guarantor shall be entitled to assert rights, setoffs, counterclaims and other defenses which Obligor may have under the terms of the Agreement to performance of any of the Obligations and also waives notice Obligations, other than defenses based upon lack of protest for nonpayment. The General Partner waives notice authority of any default Obligor to enter into and/or perform its obligations under this Agreement, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by (a) the failure of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer Agreement or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (d) the acceptance of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note for the Obligations or any of them; (e) the release of any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations or any of them; (f) the release of the Issuer, any Subsidiary Guarantor or any other Person from its liability with respect to the Obligations; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditorsreorganization, reorganization or arrangement under bankruptcy arrangement, composition, liquidation, dissolution or similar laws, composition proceeding with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentObligor.

Waiver of Defenses. The General Partner waives presentation to, demand of payment from and protest to the Issuer of any rights of the Obligations and also waives notice of protest for nonpayment. The General Partner waives notice of any default Senior Secured Creditors under this Agreement, the Notes or the other Obligations. The obligation of the General Partner hereunder these Intercreditor Terms shall not be adversely affected by (a) the failure any lack of validity or enforceability of any holder of a Note to assert any claim or demand or to enforce any right or remedy against the Issuer Senior Loan Document or any other Person (including any Subsidiary Guarantor) under this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or otherwiseinstrument relating thereto; (b) any extension change in the time, manner or renewal place of payment of, or in any thereofother term of, all or any of the obligations evidenced by the Senior Loan Documents or the obligations of the Borrower under or in respect of the Senior Loan Documents; (c) any rescission, waiver, amendment or modification waiver of or any consent to departure from any Senior Loan Document, including, without limitation, any increase in the obligations resulting from the extension of additional credit to the Borrower or any of the terms its Subsidiaries or provisions of this Agreement, the Notes, any Subsidiary Guaranty or any other agreementotherwise; (d) the acceptance any taking, exchange, release or non-perfection of any security Collateral or guarantee (including any Subsidiary Guaranty) by other collateral, or any holder of a Note taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for the Obligations all or any of themthe obligations evidenced by the Senior Loan Documents; (e) the release any manner of application of Collateral or any security other collateral, or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations proceeds thereof, to all or any of themthe obligations evidenced by the Senior Loan Documents, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the obligations evidenced by the Senior Loan Documents or any other obligations of the Borrower under the Senior Loan Documents or any other assets of the Borrower or any of its Subsidiaries; (f) the release any change, restructuring or termination of the Issuer, any Subsidiary Guarantor corporate structure or existence of the Borrower or any other Person from of its liability with respect to the ObligationsSubsidiaries; (g) any act or failure of any Senior Secured Creditor to act with regard disclose to the Obligations; Junior Secured Creditors any information relating to the business, condition (h) the voluntary financial or involuntary liquidationotherwise), dissolutionoperations, sale performance, properties or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy or similar laws, composition with creditors or readjustment of, or other similar procedure affecting the Issuer, any Subsidiary Guarantor or any other Person or any prospects of the assets of Borrower now or hereafter known to such Senior Secured Creditor (the Junior Secured Creditors waiving any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceeding; (i) the invalidity or unenforceability of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement; (j) the impossibility or illegality of performance duty on the part of the Issuer, any Subsidiary Guarantor or any other Person of its obligations under the Notes, this Agreement, any Subsidiary Guaranty or any other instrument or agreement; (k) in respect of the Issuer, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable Senior Secured Creditors to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declareddisclose such information), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (lh) any change in the ownership other circumstance (including, without limitation, any statute of the Issuer. It being understood limitations) or any existence of or reliance on any representation by any Senior Secured Creditor that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable might otherwise constitute a defense available to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentJunior Secured Creditors.

Waiver of Defenses. The General Partner Without limiting the provisions of Section 4, Guarantor expressly waives presentation to, demand any and all rights to defenses arising by reason of payment from and protest to the Issuer of any of the Obligations and also waives notice of protest for nonpayment. The General Partner waives notice of any default under this Agreement, the Notes or the other Obligations. The obligation of the General Partner hereunder shall not be affected by (a) the failure of if applicable, any holder of a Note to assert any claim “one-action” or demand or to enforce any right or remedy against the Issuer “anti-deficiency” law or any other Person (law that may prevent any Landlord from bringing any action, including a claim for deficiency against Guarantor, before or after such Landlord’s commencement or completion of any Subsidiary Guarantor) under this Agreement, the Notes, action against any Subsidiary Guaranty or any other agreement or otherwiseObligor; (b) any extension or renewal of any thereofANY ELECTION OF REMEDIES BY ANY LANDLORD (INCLUDING WITHOUT LIMITATION ANY TERMINATION OF ANY LEASE DOCUMENT) THAT DESTROYS OR OTHERWISE ADVERSELY AFFECTS GUARANTOR’S SUBROGATION RIGHTS OR GUARANTOR’S RIGHTS TO PROCEED AGAINST ANY OBLIGOR FOR REIMBURSEMENT; (c) any rescission, waiver, amendment disability or modification other defense of any Tenant, any Second Tier Guarantor or of any other guarantor, or by reason of the terms or provisions cessation of this Agreementany Obligor’s liability from any cause whatsoever, other than full and final payment in legal tender of the Notes, any Subsidiary Guaranty or any other agreementGuaranteed Obligations; (d) any right to claim discharge of the acceptance Guaranteed Obligations on the basis of unjustified impairment of any security or guarantee (including any Subsidiary Guaranty) by any holder of a Note collateral for the Obligations or any of themGuaranteed Obligations; (e) any change in the release of corporate relationship between Guarantor and any security or guarantee (including any Subsidiary Guaranty) held by any holder of a Note for the Obligations Obligor or any termination of themsuch relationship; (f) the release of the Issuerany irregularity, defect or unauthorized action by any Landlord, any Subsidiary Guarantor Obligor or any other Person from its liability with respect guarantor or surety or any of their respective officers, directors or other agents in executing and delivering any instrument or agreements relating to the ObligationsGuaranteed Obligations or in carrying out or attempting to carry out the terms of any such agreements; (g) any act or failure to act with regard to the Obligations; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization or arrangement under bankruptcy similar proceeding by or similar lawsagainst any Obligor, composition with creditors any Landlord or readjustment ofany other surety or guarantor; (h) any setoff counterclaim, recoupment, deduction, defense or other similar procedure affecting the Issuerright that Guarantor may have against Landlord, any Subsidiary Guarantor Obligor or any other Person for any reason whatsoever whether related to the Guaranteed Obligations or any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Notes, any Subsidiary Guaranty or any other agreement or the disaffirmance of this Agreement or the Notes or any Subsidiary Guaranty or any other agreement in any such proceedingotherwise; (i) any assignment, endorsement or transfer; in whole or in part, of the invalidity Guaranteed Obligations, whether made with or unenforceability without notice to or consent of this Agreement, the Notes, any Subsidiary Guaranty or any other agreementGuarantor; (j) if the impossibility or illegality of performance on the part of the Issuer, recovery from any Subsidiary Guarantor Obligor or any other Person guarantor becomes barred by any statute of its obligations under the Notes, this Agreement, any Subsidiary Guaranty limitations or any other instrument is otherwise prevented; or agreement; (k) in respect any neglect, delay, omission, failure or refusal of Landlord to take or prosecute any action for the collection of any of the IssuerGuaranteed Obligations or to foreclose or take or prosecute any action in connection with any lien or right of security (including perfection thereof) existing or to exist in connection with, or as security for, any Subsidiary Guarantor or any other Person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Issuer, any Subsidiary Guarantor or any other Person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), acts of terrorists, civil commotions, acts of God or the public enemy, delays or failures of suppliers or carriers, inability to obtain materials, action of any Governmental Authority, change of law or any other causes affecting performance, or other force majeure, whether or not beyond the control of the Issuer, any Subsidiary Guarantor or any other Person and whether or not of the kind above specified; or (l) any change in the ownership of the Issuer. It being understood that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned aboveGuaranteed Obligations, it being the purpose and intent intention hereof that Guarantor shall remain liable as a principal on the Guaranteed Obligations notwithstanding any act, omission or event that might, but for the provisions hereof, otherwise operate as a legal or equitable discharge of this Section 13.2 that the obligations of the General Partner shall be absolute, unconditional and irrevocable to the extent herein specified and shall not be discharged, impaired or varied except by the payment of the Obligations and then only to the extent of such paymentGuarantor.