HELD BY THE
AGENT OR ANY LENDER FOR THE OBLIGATIONS; (XIII) PRESENTMENT, DEMAND, PROTEST AND
NOTICE OF ANY KIND, INCLUDING NOTICE OF ACCEPTANCE OF THIS AGREEMENT AND OF THE
EXISTENCE, CREATION OR INCURRING OF NEW OR ADDITIONAL OBLIGATIONS; (XIV) THE
BENEFIT OF ANY STATUTE OF LIMITATIONS AFFECTING THE LIABILITY OF ANY OTHER LOAN
PARTY OR ANY GUARANTOR OR OTHER PERSON, ENFORCEMENT OF THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENTS, THE LIABILITY OF ANY LOAN PARTY HEREUNDER OR THE
ENFORCEMENT HEREOF; (XV) ALL NOTICES OF INTENTION TO ACCELERATE AND/OR NOTICE OF
ACCELERATION OF THE OBLIGATIONS; (XVI) RELIEF FROM ANY APPLICABLE VALUATION OR
APPRAISEMENT LAWS; (XVII) ANY OTHER ACTION BY THE AGENT OR ANY LENDER, WHETHER
AUTHORIZED BY THIS AGREEMENT OR OTHERWISE, OR ANY OMISSION BY THE AGENT OR ANY
LENDER OR OTHER
14
FAILURE OF THE AGENT OR ANY LENDER TO PURSUE, OR DELAY IN PURSUING, ANY OTHER
REMEDY IN ITS POWER; (XVIII) ANY AND ALL CLAIMS AND/OR RIGHTS OF COUNTERCLAIM,
RECOUPMENT, SETOFF OR OFFSET; AND (XIX) ANY DEFENSE BASED UPON THE APPLICATION
OF THE PROCEEDS OF A LOAN FOR PURPOSES OTHER THAN THE PURPOSES REPRESENTED BY
THE LOAN PARTIES OR INTENDED OR UNDERSTOOD BY THE AGENT OR ANY LENDER OR ANY
LOAN PARTY.
EACH LOAN PARTY AGREES THAT THE PAYMENT AND PERFORMANCE OF ALL
OBLIGATIONS OR ANY PART THEREOF OR OTHER ACT WHICH TOLLS ANY STATUTE OF
LIMITATIONS APPLICABLE TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL
SIMILARLY OPERATE TO TOLL THE STATUTE OF LIMITATIONS APPLICABLE TO SUCH LOAN
PARTY'S LIABILITY HEREUNDER.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING
OR ANY OTHER PROVISION HEREOF, EACH LOAN PARTY FURTHER WAIVES ANY AND ALL RIGHTS
AND DEFENSES THAT SUCH LOAN PARTY MAY HAVE BECAUSE THE DEBT OF THE LOAN PARTIES
IS SECURED BY REAL PROPERTY OF OTHER LOAN PARTIES; THIS MEANS, AMONG OTHER
THINGS, THAT:
(1) THE LENDERS MAY COLLECT FROM SUCH LOAN PARTY WITHOUT FIRST
FORECLOSING ON ANY REAL OR PERSONAL PROPERTY COLLATERAL PLEDGED BY ANY OTHER
LOAN PARTY, (2) IF THE AGENT OR ANY LENDER FORECLOSES ON ANY REAL PROPERTY
COLLATERAL PLEDGED BY ANY OTHER LOAN PARTY, THEN (A) THE AMOUNT OF 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 MORE THAN THE SALE PRICE, AND
(B) THE AGENT OR ANY LENDER MAY COLLECT FROM SUCH LOAN PARTY EVEN IF THE AGENT
OR ANY LENDER, BY FORECLOSING ON THE REAL PROPERTY COLLATERAL, HAS DESTROYED ANY
RIGHT SUCH LOAN PARTY MAY HAVE TO COLLECT FROM ANY OTHER LOAN PARTY.
THE
FOREGOING SENTENCE IS AN UNCONDITIONAL AND IRREVOCABLE WAIVER OF ANY RIGHTS AND
DEFENSES EACH LOAN PARTY MAY HAVE BECAUSE THE OBLIGATIONS ARE SECURED BY REAL
PROPERTY OF ANY OTHER LOAN PARTY.
EACH LOAN PARTY 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