SHAMROCK SUPPLY COMPANY/MARQUETTE BUSINESS CREDIT

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4. Interacts of Customer's Landlord or Lender. Customer shall notify any landlord at the Premises, and any lenders that have a security imarsct in the Resets of Customer, of the provisions of this Agreement, and shall cooperate with Shamrook and Marquette should they desire to obtain an acknowledgment and consent fiom such landlord or tender of the matters sot forth herein, or otherwise to protect the rights of Customer and Marquette to the Shamrock Collateral. Customer consette to the filing by either or both of Shamrock and Lander, If they so desire, of one or more inihrmadonal UCC•1 Financing Statements to evidence the ownership of Shamrock In the Shamrook Collateral, end the security Interest of Marquette therein, but any election not to file a finanoing statement shall not affect the rights of lite parties set forth herein. 5. ,Sntry 0a To Premises. Customer and Shamrock each grants to Lender, upon Lender's election to exaraiso Its rights as to the Shamrock Collateral, and upon consent by Customer, the tight to enter upon the Customer's Premises for purposes of removing the Shamrock Collateral thou the Promises, and, if mutually agreed between Customer and Marquette Upon the request of Marquette, for proposes of conducting a sale of the Shamrook Collateral on the Premises. If Marquette enters into the Premises and removes all or any port of the Shamrock Coltateml, Marquette agrees with Customer not to remove any of tine CoIlater'al in such a way that the Promises are damaged without either repairing such damage or reimbursing Customer far the cost ofrepair. 6. Miscellaneous Provisions. The following miscellaneous provisions are a part of this Agreement: This Agreement shall extend to and bind the respective heirs, personal representatives, successors and assigns of the parties to this Agreement. Lender need not accept this Agreement in writing or otherwise to matte it offsotive. This Agreement shall be governed by and construed In accordance with the taws of the State of California. If Customer is other than an individual, any agent or other person executing this Agreement on behalf of Customer represents and warrants to Lender that he or she has full power and authority to execute this Agreement on Customer's behalf. Tender shall not he deemed to have waived any rights under this Agreement unless such waiver is in writing and signed by Lender. Without notice to Customer and without affecting the validity of this Agecunant, Lender may do or not do anything It deems appropriate or necessary with respect to the Loan, any obligors on the Loan, or any Collsould for the Loan, including without limitation extending, renewing, rearranging, or accelerating any of the Loan indebtedness. 7. Amendments Thls Agreement constitutes the entire understanding and agreement of the partes as to the matters set forth In this Agreement. No alteration of or amendment to this Agreement shall be effective artless given to writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. g. No WRivar• By Lmder. Lender shall not be deomed to have waived any rights under this Agreement unless such waiver is giving in writing and signed by Lender, No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right to any other tight. A waiver by Lender of a provision of this Agreement shall not psojudico or eonsdmta a waiver of Lender's right otherwise to demand strict compliance with that provision or any other Provision of this Agreement, No prior waiver by Lender, nor any course of dealing between Lender and Customer, shall constitute a waiver of any of Leader's tights or of any of Customer's obligations as to any future transactions. 9. Seve�abifity. If a court of competent Jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceuble as to any circumstances, that (Inding shall not make the offending provision illegal, invalid or unenforceable as to any other circumstance, if feasible, the offending provision shalt be considered modided so that it becomes legal, valid and enforceable, If the offending provision cannot he so modified, it shall be considered deleted dual this Agreement. Unless otherwise required by law, tine illegality, invalidity, or unenforceability of any provision of this Agreoment shall not affect the legality, validity, or enforceability of any other provision of this Agreement. SY[ltli.476293538.2 •2• (Customer's Waiveraad Cotsentl