THE DEBT MAY BE
REDUCED ONLY BY THE PRICE FOR WHICH THAT COLLATERAL IS SOLD AT THE FORECLOSURE
SALE, EVEN IF THE COLLATERAL IS WORTH
14
MORE THAN THE SALE PRICE, AND (B) THE AGENT OR ANY LENDER MAY COLLECT FROM SUCH
BORROWER EVEN IF THE AGENT OR ANY LENDER, BY FORECLOSING ON THE REAL PROPERTY
COLLATERAL, HAS DESTROYED ANY RIGHT SUCH BORROWER MAY HAVE TO COLLECT FROM ANY
OTHER BORROWER.
THE FOREGOING SENTENCE IS AN UNCONDITIONAL AND IRREVOCABLE
WAIVER OF ANY RIGHTS AND DEFENSES EACH BORROWER MAY HAVE BECAUSE THE OBLIGATIONS
ARE SECURED BY REAL PROPERTY OF ANY OTHER BORROWER.
EACH BORROWER ACKNOWLEDGES
AND AGREES THAT CALIFORNIA CIVIL CODE SECTION 2856 AUTHORIZES AND VALIDATES
WAIVERS OF A GUARANTOR'S RIGHTS OF SUBROGATION AND REIMBURSEMENT AND WAIVERS OF
CERTAIN OTHER RIGHTS AND DEFENSES AVAILABLE TO A GUARANTOR UNDER CALIFORNIA
LAW.
BASED ON THE PRECEDING SENTENCE AND WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING WAIVERS CONTAINED IN THIS SUBPARAGRAPH OR ANY OTHER PROVISION HEREOF,
EACH BORROWER EXPRESSLY WAIVES TO THE EXTENT PERMITTED BY LAW ANY AND ALL RIGHTS
AND DEFENSES (EXCEPT THE DEFENSE OF INDEFEASIBLE FINAL PAYMENT IN FULL),
INCLUDING WITHOUT LIMITATION ANY RIGHTS OF SUBROGATION, REIMBURSEMENT,
INDEMNIFICATION AND CONTRIBUTION (EXCEPT CONTRIBUTION PURSUANT TO THIS
AGREEMENT), WHICH MIGHT OTHERWISE BE AVAILABLE TO SUCH BORROWER UNDER CALIFORNIA
CIVIL CODE SECTIONS 2787 TO 2855, INCLUSIVE, 2899 AND 3433 AND UNDER CALIFORNIA
CODE OF CIVIL PROCEDURE SECTIONS 580A, 580B, 580D AND 726 (OR ANY OF SUCH
SECTIONS), OR ANY OTHER JURISDICTION TO THE EXTENT THE SAME ARE APPLICABLE TO
THIS AGREEMENT OR THE AGREEMENTS, COVENANTS OR OBLIGATIONS OF ANY BORROWER
HEREUNDER.
(E)
EACH BORROWER IS FULLY AWARE OF THE FINANCIAL
CONDITION OF THE BORROWERS, AND IS EXECUTING AND DELIVERING THIS AGREEMENT BASED
SOLELY UPON SUCH BORROWER'S OWN INDEPENDENT INVESTIGATION OF ALL MATTERS
PERTINENT HERETO AND IS NOT RELYING IN ANY MANNER UPON ANY REPRESENTATION OR
STATEMENT BY THE AGENT OR ANY LENDER.
EACH BORROWER HEREBY ASSUMES FULL
RESPONSIBILITY FOR OBTAINING ANY ADDITIONAL INFORMATION CONCERNING THE FINANCIAL
CONDITION OF THE BORROWERS OR ANY OTHER GUARANTOR OR THEIR RESPECTIVE
PROPERTIES, FINANCIAL CONDITION AND PROSPECTS AND ANY OTHER MATTER PERTINENT
HERETO AS SUCH BORROWER MAY DESIRE, AND SUCH BORROWER IS NOT RELYING UPON OR
EXPECTING THE AGENT OR ANY LENDER TO FURNISH TO SUCH BORROWER ANY INFORMATION
NOW OR HEREAFTER IN THE POSSESSION OF THE AGENT OR ANY LENDER CONCERNING THE
SAME OR ANY OTHER MATTER.
BY EXECUTING THIS AGREEMENT, EACH BORROWER KNOWINGLY
ACCEPTS THE FULL RANGE OF RISKS ENCOMPASSED WITHIN A CONTRACT OF THIS TYPE,
WHICH RISKS SUCH BORROWER ACKNOWLEDGES.
NO BORROWER SHALL HAVE THE RIGHT TO
REQUIRE THE AGENT OR ANY LENDER TO OBTAIN OR DISCLOSE ANY INFORMATION WITH
RESPECT TO THE OBLIGATIONS, THE FINANCIAL CONDITION OR PROSPECTS OF ANY
BORROWER, THE ABILITY OF ANY BORROWER TO PAY OR PERFORM THE OBLIGATIONS, THE
EXISTENCE, PERFECTION, PRIORITY OR ENFORCEABILITY OF ANY COLLATERAL SECURITY FOR
ANY OR ALL OF THE OBLIGATIONS, THE EXISTENCE OR ENFORCEABILITY OF ANY OTHER
GUARANTIES OF ALL OR ANY PART OF THE OBLIGATIONS,