NOTES OR OTHER DOCUMENTS ARISING UNDER
THE LOAN DOCUMENTS OR IN CONNECTION WITH THE COLLATERAL; (V) THE OCCURRENCE OF
ANY BREACH BY ANY BORROWER UNDER ANY OF THE LOAN DOCUMENTS OR AN EVENT OF
DEFAULT; (VI) THE AGENT'S OR ANY LENDER'S TRANSFER OR DISPOSITION OF THE
GUARANTEED OBLIGATIONS, OR ANY PART THEREOF; (VII) SALE OR FORECLOSURE (OR
POSTING OR ADVERTISING FOR SALE OR FORECLOSURE) OF ANY COLLATERAL FOR THE
GUARANTEED OBLIGATIONS; (VIII) PROTEST, PROOF OF
2
non-payment or default by any Borrower; and (ix) any other action at any time
taken or omitted by the Agent or any Lender, and, generally, all demands and
notices of every kind in connection with this Guaranty, the Loan Documents, any
documents or agreements evidencing, securing or relating to any of the
Guaranteed Obligations and/or the obligations hereby guaranteed.
(B)
WITHOUT LIMITATION TO ANY OTHER WAIVERS
CONTAINED IN THIS GUARANTY, EACH GUARANTOR HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW:
(I) PRESENTMENT, DEMAND, PROTEST, DILIGENCE, NOTICE OF
DEMAND, NOTICE OF PROTEST, NOTICE OF DISHONOR, NOTICE OF NONPERFORMANCE, NOTICE
OF NON-PAYMENT, NOTICE OF ACCEPTANCE AND ALL OTHER NOTICES AND OTHER FORMALITIES
WHICH MAY BE REQUIRED BY STATUTE, RULE OF LAW OR OTHERWISE TO PRESERVE INTACT
AGENT'S RIGHTS AGAINST EACH GUARANTOR UNDER THIS GUARANTY; (II) ALL BENEFITS AND
DEFENSES UNDER CALIFORNIA CIVIL CODE ("CC") SECTION 2849, INCLUDING THE RIGHT,
IF ANY, TO THE BENEFIT OF, OR TO DIRECT APPLICATION OF, ANY SECURITY
HYPOTHECATED TO, THE AGENT, UNTIL ALL THE OBLIGATIONS, HOWSOEVER ARISING, SHALL
HAVE BEEN PAID AND/OR PERFORMED; (III) ALL BENEFITS AND DEFENSES UNDER CC
SECTION 2845, INCLUDING THE RIGHT TO REQUIRE THE AGENT TO PROCEED AGAINST ANY
BORROWER OR TO PURSUE ANY OTHER REMEDY IN THE AGENT'S POWER; (IV) ALL BENEFITS
AND DEFENSES UNDER CC SECTION 2850, INCLUDING THE RIGHT TO REQUIRE THE AGENT TO
PROCEED AGAINST OR EXHAUST ANY SECURITY OR COLLATERAL THE AGENT MAY HOLD;
(V) ANY DEFENSE ARISING BY REASON OF ANY DISABILITY OR OTHER DEFENSE OF ANY
BORROWER OR BY REASON OF THE CESSATION FROM ANY CAUSE WHATSOEVER OF THE
LIABILITY OF ANY BORROWER OTHER THAN FULL PAYMENT OF AND FULL PERFORMANCE OF THE
OBLIGATIONS; (VI) ALL STATUTES OF LIMITATIONS AS A DEFENSE IN ANY ACTION OR
PROCEEDING BROUGHT AGAINST ANY GUARANTOR BY THE AGENT, TO THE FULLEST EXTENT
PERMITTED BY LAW (AND EACH GUARANTOR AGREES THAT ANY PARTIAL PAYMENT BY ANY
BORROWER OR OTHER CIRCUMSTANCES WHICH OPERATE TO TOLL ANY STATUTE OF LIMITATIONS
AS TO ANY BORROWER SHALL ALSO OPERATE TO TOLL THE STATUTE OF LIMITATIONS AS TO
ANY GUARANTOR); (VII) ANY DEFENSE BASED UPON AGENT'S FAILURE TO PERFECT OR
CONTINUE THE PERFECTION OF ANY LIEN OR SECURITY INTEREST IN COLLATERAL THAT
SECURES THE OBLIGATIONS; (VIII) ANY DEFENSE ARISING DUE TO ANY FAILURE BY THE
AGENT TO INFORM ANY GUARANTOR OF ANY FACTS THE AGENT MAY NOW OR HEREAFTER KNOW
ABOUT ANY BORROWER OR ANY BORROWER'S FINANCIAL CONDITION; (IX) ALL BENEFITS AND
DEFENSES UNDER CC SECTION 2809 PURPORTING TO REDUCE A GUARANTOR'S OBLIGATIONS IN
PROPORTION TO THE PRINCIPAL