SUCH LOAN DOCUMENT OR ANY AGREEMENT
RELATING TO SUCH OTHER GUARANTY OR SECURITY; (III) THE OBLIGATIONS, OR ANY
AGREEMENT RELATING THERETO, AT ANY TIME BEING FOUND TO BE
11
ILLEGAL, INVALID OR UNENFORCEABLE IN ANY RESPECT; (IV) THE APPLICATION OF
PAYMENTS RECEIVED FROM ANY SOURCE TO THE PAYMENT OF ANY LIABILITY OTHER THAN THE
OBLIGATIONS, EVEN THOUGH THE LENDERS MIGHT HAVE ELECTED TO APPLY SUCH PAYMENT TO
ANY PART OR ALL OF THE OBLIGATIONS; (V) ANY CONSENT BY ANY LENDER OR THE AGENT
TO THE CHANGE, REORGANIZATION OR TERMINATION OF THE CORPORATE STRUCTURE OR
EXISTENCE OF ANY OTHER BORROWER, OR ANY OTHER PERSON AND TO ANY CORRESPONDING
RESTRUCTURING OF THE OBLIGATIONS; (VI) ANY FAILURE TO PERFECT OR CONTINUE
PERFECTION OF A SECURITY INTEREST IN ANY COLLATERAL WHICH SECURES ANY OF THE
OBLIGATIONS; (VII) ANY DEFENSES (EXCEPT THE DEFENSE OF FINAL PAYMENT IN FULL),
SET-OFFS OR COUNTERCLAIMS WHICH ANY BORROWER, ANY GUARANTOR OR ANY OTHER PERSON
MAY ALLEGE OR ASSERT AGAINST THE AGENT OR ANY LENDER IN RESPECT OF THE
OBLIGATIONS, INCLUDING, FOR EXAMPLE, FAILURE OF CONSIDERATION, BREACH OF
WARRANTY, STATUTE OF FRAUDS, STATUTE OF LIMITATIONS, ACCORD AND SATISFACTION AND
USURY; AND (VIII) ANY OTHER ACT OR THING OR OMISSION, OR DELAY TO DO ANY OTHER
ACT OR THING, WHICH MAY OR MIGHT IN ANY MANNER OR TO ANY EXTENT VARY THE RISK OF
ANY BORROWER AS AN OBLIGOR IN RESPECT OF THE OBLIGATIONS.
(D)
TO THE EXTENT THAT ANY BORROWER IS A GUARANTOR OR A SURETY AS A
RESULT OF THE JOINT AND SEVERAL OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, EACH SUCH BORROWER HEREBY WAIVES AND AGREES NOT TO ASSERT OR
TAKE ADVANTAGE OF:
(I) ANY DEFENSE NOW EXISTING OR HEREAFTER ARISING BASED UPON
ANY LEGAL DISABILITY OR OTHER DEFENSE OF ANY OTHER BORROWER OR ANY GUARANTOR OR
OTHER PERSON, OR BY REASON OF THE CESSATION OR LIMITATION OF THE LIABILITY OF
ANY OTHER BORROWER OR ANY GUARANTOR OR OTHER PERSON FROM ANY CAUSE OTHER THAN
FULL PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS DUE UNDER THIS AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS; (II) ANY DEFENSE BASED UPON ANY LACK OF AUTHORITY
OF THE OFFICERS, DIRECTORS, PARTNERS OR AGENTS ACTING OR PURPORTING TO ACT ON
BEHALF OF ANY OTHER BORROWER OR ANY GUARANTOR OR OTHER PERSON, OR ANY DEFECT IN
THE FORMATION OF ANY OTHER BORROWER OR ANY GUARANTOR OR OTHER PERSON; (III) THE
UNENFORCEABILITY OR INVALIDITY OF ANY SECURITY OR GUARANTY OR THE LACK OF
PERFECTION OR CONTINUING PERFECTION, OR FAILURE OF PRIORITY OF ANY SECURITY FOR
THE OBLIGATIONS; (IV) ANY AND ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION
OF REMEDIES BY THE AGENT OR ANY LENDER, EVEN THOUGH THAT ELECTION OF REMEDIES,
SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR AN OBLIGATION,
HAS DESTROYED SUCH BORROWER'S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST
THE PRINCIPAL BY THE OPERATION OF SECTION 580D OF THE CALIFORNIA CODE OF CIVIL
PROCEDURE OR OTHERWISE; (V) ANY DEFENSE BASED UPON ANY FAILURE TO DISCLOSE TO