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<br />at any time paid on account of any Secured Obligation is rescinded or must otherwise be restored by
<br />Beneficiary, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as
<br />though such amount had not been paid. The determination as to whether any amount so paid must be
<br />rescinded or restored shall be made by Beneficiary in its sole discretion; provided however, that if
<br />Beneficiary chooses to contest any such matter at the request of any Third Party Trustor, each Third
<br />Party Trustor agrees to indemnify and hold Beneficiary harmless from and against all costs and
<br />expenses, including reasonable attorneys' fees, expended or incurred by Beneficiary in connection
<br />therewith, including without limitation, in any litigation with respect thereto.
<br />(b) Waivers.
<br />(i) Each Third Party Trustor waives any right to require Beneficiary to: (A) proceed against any Obligor or
<br />any other person; (B) marshal assets or proceed against or exhaust any security held from any Obligor
<br />or any other person; (C) give notice of the terms, time and place of any public or private sale or other
<br />disposition of personal property security held from any Obligor or any other person; (D) take any action
<br />or pursue any other remedy in Beneficiary's power; or (E) make any presentment or demand for
<br />performance, or give any notice of nonperformance, protest, notice of protest or notice of dishonor
<br />hereunder or in connection with any obligations or evidences of indebtedness held by Beneficiary as
<br />security for or which constitute in whole or in part the Secured Obligations, or in connection with the
<br />creation of new or additional obligations.
<br />(ii) Each Third Party Trustor waives any defense to its obligations hereunder based upon or arising by
<br />reason of: (A) any disability or other defense of any Obligor or any other person; (B) the cessation or
<br />limitation from any cause whatsoever, other than payment in full, of any Secured Obligation; (C) any lack
<br />of authority of any officer, director, partner, agent or any other person acting or purporting to act on
<br />behalf of any Obligor which is a corporation, partnership or other type of entity, or any defect in the
<br />formation of any such Obligor; (D) the application by any Obligor of the proceeds of any Secured
<br />Obligation for purposes other than the purposes represented by any Obligor to, or intended or
<br />understood by, Beneficiary or any Third Party Trustor; (E) any act or omission by Beneficiary which
<br />directly or indirectly results in or aids the discharge of any Obligor or any portion of any Secured
<br />Obligation by operation of law or otherwise, or which in any way impairs or suspends any rights or
<br />remedies of Beneficiary against any Obligor; (F) any impairment of the value of any interest in any
<br />security for the Secured Obligations or any portion thereof, including without limitation, the failure to
<br />obtain or maintain perfection or recordation of any interest in any such security, the release of any such
<br />security without substitution, and /or the failure to preserve the value of, or to comply with applicable law
<br />in disposing of, any such security; (G) any modification of any Secured Obligation, in any form
<br />whatsoever, including without limitation the renewal, extension, acceleration or other change in time for
<br />payment of, or other change in the terms of, any Secured Obligation or any portion thereof, including
<br />increase or decrease of the rate of interest thereon; or (H) any requirement that Beneficiary give any
<br />notice of acceptance of this Deed of Trust. Until all Secured Obligations shall have been paid in full, no
<br />Third Party Trustor shall have any right of subrogation, and each Third Party Trustor waives any right to
<br />enforce any remedy which Beneficiary now has or may hereafter have against any Obligor or any other
<br />person, and waives any benefit of, or any right to participate in, any security now or hereafter held by
<br />Beneficiary. Each Third Party Trustor further waives all rights and defenses it may have arising out of:
<br />(1) any election of remedies by Beneficiary, even though that election of remedies, such as a non -
<br />judicial foreclosure with respect to any security for any portion of the Secured Obligations, destroys such
<br />Third Party Trustor's rights of subrogation or such Third Party Trustor's rights to proceed against any
<br />Obligor for reimbursement; or (2) any loss of rights any Third Party Trustor may suffer by reason of any
<br />rights, powers or remedies of any Obligor in connection with any anti - deficiency laws or any other laws
<br />limiting, qualifying or discharging any Obligor's obligations, whether by operation of law or otherwise,
<br />including any rights any Third Party Trustor may have to a fair market value hearing to determine the
<br />DeedOfTrust -NE Job 1896368832 - 1903345458 Term Loan Vers.1 12/22/2014 Page 11 of 22
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