HELD OR BY LAW, SHALL BE APPLIED AGAINST THE GUARANTEED
OBLIGATIONS.
BANK MAY AT ITS DISCRETION PURCHASE ALL OR ANY PART OF SUCH
SECURITY SO SOLD OR OFFERED FOR SALE FOR ITS OWN ACCOUNT AND MAY APPLY AGAINST
THE AMOUNT BID THEREFOR ALL OR ANY PART OF THE GUARANTEED OBLIGATIONS FOR WHICH
SUCH SECURITY IS HELD; AND IN SUCH CASE, ONLY THAT PORTION OF THE GUARANTEED
OBLIGATIONS SO APPLIED, AFTER DEDUCTION OF ALL COSTS AND EXPENSES AUTHORIZED TO
BE DEDUCTED PURSUANT TO THE DOCUMENTS UNDER WHICH SUCH SECURITY IS HELD OR BY
LAW, SHALL BE APPLIED AGAINST THE GUARANTEED OBLIGATIONS.
GUARANTOR WAIVES ANY
DEFENSE ARISING OUT OF THE ABSENCE, IMPAIRMENT OR LOSS OF ANY RIGHT OF
REIMBURSEMENT OR SUBROGATION OR OTHER RIGHT OR REMEDY OF GUARANTOR AGAINST
BORROWER OR ANY SUCH SECURITY, WHETHER RESULTING FROM THE ELECTION BY BANK TO
EXERCISE ANY RIGHT OR REMEDY IT MAY HAVE AGAINST BORROWER, ANY DEFECT IN,
FAILURE OF, OR LOSS OR ABSENCE OF PRIORITY WITH RESPECT TO BANK'S INTEREST IN
SUCH SECURITY, OR OTHERWISE.
IN THE EVENT THAT ANY FORE-CLOSURE SALE IS DEEMED
TO BE NOT COMMERCIALLY REASONABLE, GUARANTOR WAIVES ANY RIGHT THAT IT MAY HAVE
TO HAVE ANY PORTION OF THE GUARANTEED OBLIGATIONS DISCHARGED EXCEPT TO THE
EXTENT OF THE AMOUNT ACTUALLY BID AND RECEIVED BY BANK AT ANY SUCH SALE.
BANK
SHALL NOT BE REQUIRED TO INSTITUTE OR PROSECUTE PROCEEDINGS TO RECOVER ANY
DEFICIENCY AS A CONDITION OF PAYMENT HEREUNDER OR ENFORCEMENT HEREOF.
8
2.6
SEPARATE GUARANTEED OBLIGATION.
THE OBLIGATIONS HEREUNDER ARE
INDEPENDENT OF THE OBLIGATIONS OF BORROWER, AND A SEPARATE ACTION OR ACTIONS MAY
BE BROUGHT AND PROSECUTED AGAINST GUARANTOR WHETHER ACTION IS BROUGHT AGAINST
BORROWER OR WHETHER BORROWER BE JOINED IN ANY SUCH ACTION OR ACTIONS; GUARANTOR
WAIVES THE BENEFIT OF ANY STATUTE OF LIMITATIONS AFFECTING ITS LIABILITY
HEREUNDER OR THE ENFORCEMENT THEREOF, TO THE FULLEST EXTENT PERMITTED BY LAW.
ANY PART PERFORMANCE OF THE GUARANTEED OBLIGATIONS BY BORROWER OR OTHER
CIRCUMSTANCES WHICH OPERATE TO TOLL ANY STATUTE OF LIMITATIONS AS TO BORROWER
SHALL NOT OPERATE TO TOLL THE STATUTE OF LIMITATIONS AS TO GUARANTOR.
GUARANTOR
HEREBY WAIVES ANY RIGHTS IT MAY HAVE UNDER SECTIONS 2809 AND 2810 OF THE
CALIFORNIA CIVIL CODE AND REAFFIRMS THAT, IN ANY EVENT, THE OBLIGATIONS OF
GUARANTOR ARE INDEPENDENT OF THOSE OF BORROWER.
GUARANTOR UNDERSTANDS THAT BANK
WOULD NOT HAVE ENTERED INTO THE TRANSACTION WITH GUARANTOR IN THE ABSENCE OF THE
FOREGOING COVENANTS BY GUARANTOR AND THE OTHER COVENANTS OF GUARANTOR CONTAINED
IN THIS GUARANTY.
2.7
COVENANT TO PREVENT EVENTS OF DEFAULT.
GUARANTOR COVENANTS AND
AGREES THAT ON AND AFTER THE DATE HEREOF UNTIL SUCH TIME AS (I) EACH OF THE LOAN
DOCUMENTS IS TERMINATED IN ITS ENTIRETY AND NO PROVISION THEREOF REMAINS IN
FORCE AND EFFECT AND (II) ALL OUTSTANDING PAYMENTS AND OBLIGATIONS ARISING
THEREFROM OR FROM THIS GUARANTY, INCLUDING, WITHOUT LIMITATION, THE GUARANTEED
OBLIGATIONS, HAVE BEEN PAID IN FULL, GUARANTOR SHALL TAKE, OR REFRAIN FROM
TAKING, AS THE CASE MAY BE, ALL ACTIONS THAT ARE NECESSARY TO BE TAKEN OR