NOT
TAKEN SO THAT NO VIOLATION OF ANY PROVISION, COVENANT OR AGREEMENT CONTAINED IN
THE LOAN DOCUMENTS, AND SO THAT NO EVENT OF DEFAULT, IS CAUSED BY THE ACTIONS OR
FAILURE TO ACT OF GUARANTOR OR BORROWER.
2.8
WAIVER OF NOTICES AND DEMANDS.
GUARANTOR WAIVES ALL PRESENTMENTS,
DEMANDS FOR PERFORMANCE, NOTICES OF NONPERFORMANCE, PROTESTS, NOTICES OF
PROTEST, NOTICES OF DISHONOR, NOTICES OF DEFAULT, AND NOTICES OF ACCEPTANCE OF
THIS GUARANTY AND OF THE EXISTENCE, CREATION OR INCURRING OF NEW OR ADDITIONAL
GUARANTEED OBLIGATIONS.
AT THE OPTION OF BANK, GUARANTOR MAY BE JOINED IN ANY
ACTION OR PROCEEDING COMMENCED BY BANK AGAINST BORROWER IN CONNECTION WITH OR
BASED UPON THE GUARANTEED OBLIGATIONS OR ANY SECURITY THEREFOR AND RECOVERY MAY
BE HAD AGAINST GUARANTOR IN SUCH ACTION OR PROCEEDING, WITHOUT ANY REQUIREMENT
THAT BANK FIRST ASSERT, PROSECUTE OR EXHAUST ANY REMEDY OR CLAIM AGAINST
BORROWER.
WITHOUT LIMITING THE FOREGOING, GUARANTOR ACKNOWLEDGES THAT REPEATED
AND SUCCESSIVE DEMANDS MAY BE MADE AND PAYMENTS OR PERFORMANCE MADE HEREUNDER IN
RESPONSE TO SUCH DEMANDS AS AND WHEN, FROM TIME TO TIME, BORROWER MAY DEFAULT IN
PERFORMANCE OF THE GUARANTEED OBLIGATIONS.
NOTWITHSTANDING ANY SUCH PERFORMANCE
HEREUNDER, THIS GUARANTY SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL APPLY
TO ANY AND ALL SUBSEQUENT DEFAULTS BY BORROWER IN PAYMENT OR PERFORMANCE OF THE
GUARANTEED OBLIGATIONS.
2.9
WAIVER OF DEFENSES.
GUARANTOR WAIVES ANY DEFENSE ARISING BY
REASON OF ANY DISABILITY OR OTHER DEFENSE OF BORROWER OR BY REASON OF THE
CESSATION FROM ANY CAUSE WHATSOEVER OF THE LIABILITY OF BORROWER.
GUARANTOR
WAIVES ANY SETOFF, RECOUPMENT, DEFENSE OR COUNTERCLAIM WHICH BORROWER OR
GUARANTOR MAY HAVE OR CLAIM TO HAVE AGAINST BANK. GUARANTOR WAIVES ANY AND ALL
RIGHTS UNDER CALIFORNIA CIVIL CODE SECTIONS 2787 THROUGH 2855.
ALL PAYMENTS DUE
TO BANK HEREUNDER SHALL BE MADE WITHOUT ANY REDUCTION OR DEDUCTION WHATSOEVER,
INCLUDING ANY REDUCTION OR DEDUCTION FOR TAXES (EXCEPT FOR ANY WITHHOLDING OR
DEDUCTION FOR TAXES REQUIRED TO BE WITHHELD OR DEDUCTED UNDER APPLICABLE LAW).
9
2.10
RIGHT OF SUBROGATION.
NOTWITHSTANDING ANY PAYMENT OR PAYMENTS MADE
BY GUARANTOR HEREUNDER OR ANY SETOFF OR APPLICATION OF FUNDS OF GUARANTOR BY
BANK, GUARANTOR SHALL NOT BE ENTITLED TO BE SUBROGATED TO ANY OF THE RIGHTS OF
BANK AGAINST BORROWER OR ANY OTHER PERSON OR ANY COLLATERAL SECURITY OR GUARANTY
OR RIGHT OF OFFSET HELD BY BANK FOR THE PAYMENT OF THE GUARANTEED OBLIGATIONS,
NOR SHALL GUARANTOR, IN ITS CAPACITY AS GUARANTOR, SEEK OR BE ENTITLED TO SEEK
ANY CONTRIBUTION OR REIMBURSEMENT FROM BORROWER OR ANY OTHER PERSON IN RESPECT
OF PAYMENTS MADE BY GUARANTOR HEREUNDER UNTIL ALL THE GUARANTEED OBLIGATIONS
HAVE BEEN ABSOLUTELY, IRREVOCABLY, INDEFEASIBLY AND UNCONDITIONALLY FULFILLED,
PERFORMED OR MET.
IF ANY AMOUNT SHALL BE PAID TO GUARANTOR ON ACCOUNT OF SUCH
SUBROGATION RIGHTS AT ANY TIME WHEN ALL OF THE GUARANTEED OBLIGATIONS AND ALL
AMOUNTS OWING HEREUNDER SHALL NOT HAVE BEEN PAID IN FULL, SUCH AMOUNT SHALL BE
HELD BY GUARANTOR IN TRUST FOR BANK, SEGREGATED FROM OTHER FUNDS OF GUARANTOR,
AND SHALL, FORTHWITH UPON RECEIPT BY GUARANTOR, BE TURNED