CC SECTION 2810, AND THE GUARANTOR AGREES THAT BY
DOING SO THE GUARANTOR IS LIABLE EVEN IF THE BORROWERS HAD NO LIABILITY AT THE
TIME OF EXECUTION OF THE LOAN DOCUMENTS OR THEREAFTER CEASED TO BE LIABLE; (XI)
ALL RIGHTS AND BENEFITS OF CC SECTION 2819, AND THE GUARANTOR AGREES THAT BY
DOING SO THE GUARANTOR'S LIABILITY SHALL CONTINUE EVEN IF THE AGENT ALTERS ANY
OBLIGATION IN ANY RESPECT OR THE AGENT'S REMEDIES OR RIGHTS AGAINST ANY BORROWER
ARE IN ANY WAY IMPAIRED OR SUSPENDED WITHOUT THE GUARANTOR'S CONSENT, WHETHER OR
NOT DUE TO THE ACT OR OMISSION OF THE AGENT; (XII) ANY DEFENSE BASED ON ANY
ACTION TAKEN OR OMITTED BY THE AGENT IN ANY BANKRUPTCY OR OTHER VOLUNTARY OR
INVOLUNTARY PROCEEDING, IN OR OUT OF COURT, FOR THE ADJUSTMENT OF
DEBTOR-CREDITOR RELATIONSHIPS; AND (XIII) ALL OTHER RIGHTS AND REMEDIES NOW OR
HEREAFTER ACCORDED BY APPLICABLE LAW TO SURETIES OR GUARANTORS.
(C)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND WITHOUT
LIMITATION TO ANY OTHER WAIVERS CONTAINED IN THIS GUARANTY, THE GUARANTOR
WAIVES, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ALL BENEFITS AND DEFENSES
UNDER CC SECTIONS 2847 AND 2848 AND AGREES THAT THE GUARANTOR SHALL HAVE NO
RIGHT OF SUBROGATION OR REIMBURSEMENT AGAINST ANY BORROWER AND NO RIGHT OF
CONTRIBUTION AGAINST ANY OTHER GUARANTOR OR PLEDGOR UNLESS AND UNTIL ALL
OBLIGATIONS HAVE BEEN SATISFIED AND THE AGENT HAS RELEASED, TRANSFERRED OR
DISPOSED OF ALL OF ITS RIGHT, TITLE AND INTEREST IN ANY COLLATERAL.
3
(D)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND WITHOUT
LIMITATION TO ANY OTHER WAIVERS CONTAINED IN THIS GUARANTY, THE GUARANTOR HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS AND DEFENSES
A GUARANTOR OR SURETY WOULD OTHERWISE HAVE UNDER APPLICABLE CALIFORNIA LAW TO
THE ENFORCEMENT OF THIS GUARANTY, INCLUDING, BUT NOT LIMITED TO, ALL RIGHTS AND
DEFENSES ARISING UNDER OR BY VIRTUE OF OR PURSUANT TO THE PROVISIONS OF CC
SECTIONS 2787 TO 2855, INCLUSIVE, AND CC SECTIONS 2899 AND 3433, AND ANY
ADDITIONAL RIGHTS OR DEFENSES RELATING ANY OF THE FOREGOING STATUTORY PROVISIONS
PURSUANT TO ANY APPLICABLE JUDICIAL DECISIONS OF THE STATE OF CALIFORNIA.
(E)
THE GUARANTOR ACKNOWLEDGES THAT THE WAIVERS MADE BY THE GUARANTOR
IN THIS GUARANTY ARE MADE KNOWING THAT THEIR INTENT IS TO DEPRIVE THE GUARANTOR
OF THE BENEFITS AND DEFENSES THAT WOULD OR COULD OTHERWISE BE AVAILABLE TO THE
GUARANTOR UNDER THE STATUTORY PROVISIONS REFERENCED HEREIN.
SECTION 1.6.
PAYMENT OF EXPENSES. IN THE EVENT THAT THE GUARANTOR
SHOULD BREACH OR FAIL TO TIMELY PERFORM ANY PROVISION OF THIS GUARANTY, THE
GUARANTOR SHALL PAY ON DEMAND TO THE AGENT ALL COSTS AND EXPENSES (INCLUDING
COURT COSTS AND REASONABLE ATTORNEYS' FEES) INCURRED BY THE AGENT IN THE
ENFORCEMENT HEREOF OR THE PRESERVATION OF THE AGENT'S RIGHTS HEREUNDER. THE
COVENANT CONTAINED IN THIS SECTION 1.6 SHALL SURVIVE THE PAYMENT OF THE
GUARANTEED OBLIGATIONS.
SECTION 1.7.
EFFECT OF BANKRUPTCY. IN THE EVENT THAT, PURSUANT TO ANY
INSOLVENCY, BANKRUPTCY, REORGANIZATION, RECEIVERSHIP OR OTHER DEBTOR RELIEF LAW,
OR ANY