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 SUCH BORROWER
ANY INFORMATION CONCERNING THE FINANCIAL CONDITION OF ANY OTHER BORROWER OR ANY
GUARANTOR OR OTHER PERSON OR ANY OTHER CIRCUMSTANCES BEARING ON THE ABILITY OF
ANY OTHER BORROWER OR ANY GUARANTOR OR OTHER PERSON TO PAY AND PERFORM ALL
OBLIGATIONS DUE UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS;
(VI) ANY FAILURE BY THE AGENT OR ANY LENDER TO GIVE NOTICE TO ANY BORROWER OR
ANY GUARANTOR OR OTHER PERSON OF THE SALE OR OTHER DISPOSITION OF SECURITY, AND
ANY DEFECT IN NOTICE GIVEN BY THE AGENT OR ANY LENDER IN CONNECTION WITH ANY
SUCH SALE OR DISPOSITION OF SECURITY; (VII) ANY FAILURE OF THE AGENT OR ANY
LENDER TO COMPLY WITH APPLICABLE LAWS IN CONNECTION WITH THE SALE OR DISPOSITION
OF SECURITY, INCLUDING, WITHOUT LIMITATION, ANY FAILURE BY THE LENDER TO CONDUCT
A COMMERCIALLY REASONABLE SALE OR OTHER DISPOSITION OF SUCH SECURITY; (VIII) ANY
DEFENSE BASED UPON ANY STATUTE OR RULE OF LAW WHICH PROVIDES THAT THE OBLIGATION
OF A SURETY MUST BE NEITHER LARGER IN AMOUNT NOR IN ANY OTHER RESPECTS MORE
BURDENSOME THAN THAT OF A PRINCIPAL, OR THAT REDUCES A SURETY'S OR GUARANTOR'S
OBLIGATIONS IN PROPORTION TO THE PRINCIPAL'S OBLIGATION; (IX) ANY USE OF CASH
COLLATERAL UNDER SECTION 363 OF THE BANKRUPTCY CODE; (X) ANY DEFENSE BASED UPON
AN ELECTION BY THE AGENT OR ANY
13
LENDER, IN ANY PROCEEDING INSTITUTED UNDER THE BANKRUPTCY CODE, OF THE
APPLICATION OF SECTION 1111(B)(2) OF THE BANKRUPTCY CODE OR ANY SUCCESSOR
STATUTE; (XI) ANY DEFENSE BASED UPON ANY BORROWING OR ANY GRANT OF A SECURITY
INTEREST UNDER SECTION 364 OF THE BANKRUPTCY CODE; (XII) ANY RIGHT OF
SUBROGATION, ANY RIGHT TO ENFORCE ANY REMEDY WHICH THE AGENT OR ANY LENDER MAY
HAVE AGAINST ANY OTHER BORROWER OR ANY GUARANTOR OR OTHER PERSON AND ANY RIGHT
TO PARTICIPATE IN, OR BENEFIT FROM, ANY SECURITY NOW OR HEREAFTER 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
BORROWER OR ANY