and/or Lenders, including, without limitation, UCC-1 financing statements executed and delivered in connection with the Loan.

C.                                      The Guarantors have executed and delivered to Agent, as agent for the Lenders, the Unconditional Guaranty, dated as of September 15, 2006 (as the same may have been or may hereafter be modified, amended, restated, supplemented, renewed or replaced from time to time, the “ Payment Guaranty ”), made by the Guarantors for the benefit of Agent and the Lenders with respect to the Loan and certain other obligations of the Borrower.  The Loan Agreement, the Notes, the Deed of Trust, the Collateral Assignment, the Payment Guaranty, and all other Loan Documents (as defined in the Loan Agreement), as the same may have been or may hereafter be modified, amended, restated, supplemented, renewed or replaced from time to time, are referred to herein, collectively, as the “ Loan Documents .”

D.                                     Certain Events of Default have occurred under the Loan Agreement and the other Loan Documents, as described on Exhibit “A ” attached hereto (collectively, the “ Stated Defaults ”).

I.                                          The Borrower and the Guarantors have requested that Agent and Lenders forbear for a limited period of time (designated as the “Forbearance Period” in Section 4 ) from exercising certain rights and remedies provided to Agent and the Lenders under the Loan Documents and otherwise available at law or in equity as a result of the occurrence of the Stated Defaults, which remedies include but are not limited to publishing a notice of default under the Deed of Trust.  Subject to the terms and conditions contained herein, the Agent and Lenders are prepared to forbear from the exercise of their respective rights and remedies, but only during the Forbearance Period, except as otherwise expressly provided herein.

NOW, THEREFORE, FOR AND IN CONSIDERATION of the foregoing Recitals of Fact, the covenants hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.                                           Recitals of Fact .

(a)                                          The Borrower Parties represent and warrant that all of the above Recitals of Fact are true and correct and incorporated herein by reference, and may be relied on by the Agent and the Lenders as to their truth, completeness, and correctness.

(b)                                         The Borrower Parties acknowledge that the Agent and the Lenders are relying on the truth, completeness, and correctness of the statements and representations of the Borrower Parties in this Agreement, and the Borrower Parties represent that this Agreement contains no material misrepresentations or omissions by them.

Section 2.                                           Acknowledgment of Outstanding Indebtedness . The Borrower and the Guarantors acknowledge that:

(a)                                          The outstanding indebtedness owed by the Borrower to the Lenders under the Loan as of September 30, 2009 is as follows:

2

The above Loan amounts, plus all other Obligations, are subject to increase, decrease or other adjustment as a result of interest, Default Rate interest, late charges, fees and other charges including, without limitation, attorneys’ fees and other costs of collection which are payable to the Agent and/or the Lenders under the Loan Documents.  All amounts set forth above are due and payable without offset, deduction or counterclaim of any kind or character whatsoever.

(b)                                         The Borrower Parties acknowledge and agree that, except as hereafter otherwise stated by Agent in writing in its sole and absolute discretion, interest on the Loan calculated at the Default Rate will accrue and be payable from and after October 1, 2009.

Section 3.                                           Acknowledgement of Continuation of Liabilities .

(a)                                          The obligations in Section 2 and all other respective liabilities and obligations of the Borrower Parties under the Loan Documents shall, except as expressly modified in this Agreement, remain in full force and effect, and shall not be released, impaired, diminished or in any other way modified or amended as a result of the execution and delivery of this Agreement or by the agreements and undertakings of the parties contained herein.  The Borrower Parties hereby ratify and confirm each of the Loan Documents to which they are respectively a party and the rights granted thereunder in favor of the Agent and Lenders, and acknowledge and agree that the Loan Documents constitute valid and legally binding obligations against each Borrower Party that is a party thereto and are enforceable against such Borrower Party, the Property and all other Collateral in accordance with their terms without any defenses thereto.  The Borrower Parties hereby confirm that the first priority security interests and liens granted pursuant to the Loan Documents continue to secure the obligations of the Borrower under the Loan Documents and any obligations incurred following the Effective Date, and that such first priority security interests and liens remain in full force and effect.

(b)                                         The Borrower Parties acknowledge and agree that the Stated Defaults have occurred and are continuing under the Loan Documents, and that any and all notices thereof required to be sent to the Borrower Parties, or any of them, under the Loan Documents have been properly and timely provided by the Agent on behalf of Lenders (or, if not so provided, are hereby waived) and all applicable cure periods, if any, have expired; that the indebtedness under the Loan shall remain due and payable pursuant to the terms of the Loan Agreement (except as otherwise expressly provided herein); that, except as expressly set forth in this Agreement, this Agreement is not intended to be, and shall not be deemed or construed to be, a satisfaction, reinstatement, novation, modification or release of the Loan, the Loan Documents, or any of them, or a waiver by the Agent or Lenders of any of their rights under the Loan Documents, or any of them, or at law or in equity; that none of this Agreement or any payments made or other actions taken pursuant to this Agreement shall be deemed to cure the Stated Defaults that have

3

occurred under the Loan Documents or to cure or reinstate the Loan or the Loan Documents; and that, except as otherwise expressly provided in this Agreement, Agent and Lenders reserve all of their respective rights and remedies in connection with the Stated Defaults, under the Loan Documents and at law and in equity and are immediately entitled to execute such rights and remedies upon a Forbearance Termination Event (as defined in Section 7 ).

(c)                                          The Guarantors acknowledge and agree that the term “Guarantied Obligations” under the Payment Guaranty includes, without limitation, all amounts required to be paid by the Borrower to the Agent or Lenders under the terms of this Agreement.

Section 4.                                           Forbearance .

(a)                                          Subject to the satisfaction of the conditions precedent in Section 5 , for the period (hereinafter referred to as the “ Forbearance Period ”) beginning on the Effective Date and ending on the Forbearance Termination Date defined in Section 4(b) , the Agent and Lenders, without waiving, curing or affecting the Stated Defaults, hereby agree to forbear from the exercise of any of their rights and remedies available under the Loan Agreement and other Loan Documents on account of the Stated Defaults.  The Agent’s and Lenders’ forbearance provided for herein