THE
PRECEDING SENTENCE AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING WAIVERS
CONTAINED IN THIS SUBPARAGRAPH OR ANY OTHER PROVISION HEREOF, EACH LOAN PARTY
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 LOAN PARTY 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 LOAN PARTY HEREUNDER.
(E)
EACH LOAN PARTY IS FULLY AWARE OF THE FINANCIAL CONDITION OF THE
LOAN PARTIES, AND IS EXECUTING AND DELIVERING THIS AGREEMENT BASED SOLELY UPON
SUCH LOAN PARTY'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 LOAN PARTY HEREBY ASSUMES FULL RESPONSIBILITY FOR
OBTAINING ANY ADDITIONAL INFORMATION CONCERNING THE FINANCIAL CONDITION OF THE
LOAN PARTIES OR ANY OTHER GUARANTOR OR THEIR RESPECTIVE PROPERTIES, FINANCIAL
CONDITION AND PROSPECTS AND ANY OTHER MATTER PERTINENT HERETO AS SUCH LOAN PARTY
15
MAY DESIRE, AND SUCH LOAN PARTY IS NOT RELYING UPON OR EXPECTING THE AGENT OR
ANY LENDER TO FURNISH TO SUCH LOAN PARTY 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 LOAN PARTY KNOWINGLY ACCEPTS THE FULL RANGE OF
RISKS ENCOMPASSED WITHIN A CONTRACT OF THIS TYPE, WHICH RISKS SUCH LOAN PARTY
ACKNOWLEDGES.
NO LOAN PARTY 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 LOAN PARTY, THE ABILITY OF ANY LOAN
PARTY 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, ANY ACTION OR NON-ACTION ON THE PART OF THE AGENT OR ANY LENDER,
ANY LOAN PARTY OR ANY OTHER PERSON, OR ANY OTHER EVENT, OCCURRENCE, CONDITION OR
CIRCUMSTANCE WHATSOEVER.
(F)
TO THE EXTENT THAT ANY LOAN PARTY IS A GUARANTOR OR A SURETY AS A
RESULT OF THE JOINT AND SEVERAL OBLIGATIONS HEREUNDER, THE OBLIGATIONS OF EACH
SUCH LOAN PARTY SHALL BE LIMITED IN AMOUNT TO AN AMOUNT NOT TO EXCEED THE
MAXIMUM AMOUNT OF SUCH OBLIGATIONS AND LIABILITIES THAT CAN BE MADE OR ASSUMED
BY SUCH LOAN PARTY WITHOUT RENDERING SUCH OBLIGATION OR LIABILITY VOID OR
VOIDABLE UNDER APPLICABLE LAWS RELATING TO FRAUDULENT CONVEYANCE, FRAUDULENT
TRANSFER OR SIMILAR LAWS AFFECTING THE RIGHTS OF CREDITORS GENERALLY, IN EACH
CASE GIVING EFFECT TO ALL LIABILITIES