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 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
2
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, THE 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 THE 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 THE
GUARANTOR BY THE AGENT, TO THE FULLEST EXTENT PERMITTED BY LAW (AND THE
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 THE 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 THE 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
OBLIGATION, AND THE GUARANTOR AGREES THAT BY DOING SO THE GUARANTOR'S LIABILITY
MAY BE LARGER IN AMOUNT OR MORE BURDENSOME THAN THAT OF THE BORROWERS; (X) ALL
BENEFITS AND DEFENSES UNDER