(ON THE THEORY THAT A GUARANTOR SHOULD BE
EXONERATED IF A LENDER ELECTS A REMEDY THAT ELIMINATES THE GUARANTOR'S
SUBROGATION RIGHTS) ABSENT AN EXPLICIT WAIVER.
WITHOUT LIMITATION ON THE
GENERALITY OF THE OTHER WAIVERS CONTAINED IN THIS DEED OF TRUST, TRUSTOR HEREBY
WAIVES (A) THE DEFENSE THAT MIGHT OTHERWISE BE AVAILABLE UNDER GRADSKY, SUPRA
(OR ANY SIMILAR JUDICIAL DECISION OR STATUTE) IN THE EVENT THE BENEFICIARY
PURSUES A NON-JUDICIAL FORECLOSURE, AND (B) ALL RIGHTS AND DEFENSES ARISING OUT
OF AN ELECTION OF REMEDIES BY THE CREDITOR, EVEN THOUGH THAT ELECTION OF
REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR A
GUARANTEED OBLIGATION, HAS DESTROYED THE GUARANTOR'S RIGHTS OF SUBROGATION AND
REIMBURSEMENT AGAINST THE PRINCIPAL BY THE OPERATION OF SECTION 580D OF THE CODE
OF CIVIL PROCEDURE OR OTHERWISE.
IN ADDITION, TRUSTOR WAIVES ALL RIGHTS AND
DEFENSES THAT TRUSTOR MAY HAVE BECAUSE THE DEBTOR'S DEBT IS SECURED BY REAL
PROPERTY.
THIS MEANS, AMONG OTHER THINGS THAT THE CREDITOR MAY COLLECT FROM THE
GUARANTOR WITHOUT FIRST FORECLOSING ON ANY REAL OR PERSONAL PROPERTY COLLATERAL
PLEDGED BY THE DEBTOR, AND IF THE CREDITOR FORECLOSES ON ANY REAL PROPERTY
COLLATERAL PLEDGED BY THE DEBTOR:
(I) THE AMOUNT OF THE DEBT MAY BE REDUCED
ONLY BY THE PRICE FOR WHICH THE COLLATERAL IS SOLD AT THE FORECLOSURE SALE, EVEN
IF THE COLLATERAL IS WORTH MORE THAN THE SALE PRICE; AND (II) THE CREDITOR MAY
COLLECT FROM THE GUARANTOR EVEN IF THE CREDITOR, BY FORECLOSING ON THE REAL
PROPERTY COLLATERAL, HAS DESTROYED ANY RIGHT THE GUARANTOR MAY HAVE TO COLLECT
FROM THE DEBTOR.
THIS IS AN UNCONDITIONAL AND IRREVOCABLE WAIVER OF ANY RIGHTS
AND DEFENSES THE GUARANTOR MAY HAVE BECAUSE THE DEBTOR'S DEBT IS SECURED BY REAL
PROPERTY.
THESE RIGHTS AND DEFENSES INCLUDE, BUT ARE NOT LIMITED TO, ANY RIGHTS
OR DEFENSES BASED UPON SECTION 580A, 580B, 580D OR 726 OF THE CODE OF CIVIL
PROCEDURE.
SECTION 8.7
INDEPENDENT OBLIGATIONS.
THE OBLIGATIONS OF TRUSTOR
HEREUNDER ARE INDEPENDENT OF THE OBLIGATIONS OF THE BORROWER AND, IN THE EVENT
OF ANY DEFAULT HEREUNDER, A SEPARATE ACTION OR ACTIONS MAY BE BROUGHT AND
PROSECUTED AGAINST TRUSTOR TO FORECLOSE THIS DEED OF TRUST WHETHER OR NOT
TRUSTOR IS THE ALTER EGO OF THE BORROWER AND WHETHER OR NOT THE BORROWER IS
JOINED THEREIN OR A SEPARATE ACTION OR ACTIONS ARE BROUGHT AGAINST THE
BORROWER.
THE BENEFICIARY'S RIGHTS HEREUNDER SHALL NOT BE EXHAUSTED UNTIL ALL
OF THE SECURED OBLIGATIONS HAVE BEEN FULLY PAID AND PERFORMED.
SECTION 8.8
SUBORDINATION.
WITHOUT LIMITATION ON THE WAIVER AND
RELEASE CONTAINED ABOVE: (I) TRUSTOR SUBORDINATES ALL PRESENT AND FUTURE
INDEBTEDNESS OWING BY THE BORROWER TO TRUSTOR TO THE OBLIGATIONS AT ANY TIME
OWING BY THE BORROWER TO THE BENEFICIARY UNDER THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS; AND (II) TRUSTOR AGREES TO MAKE NO CLAIM ON SUCH
INDEBTEDNESS UNTIL ALL OBLIGATIONS
14
OF BORROWER UNDER THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS HAVE BEEN
FULLY DISCHARGED.
TRUSTOR FURTHER AGREES NOT TO ASSIGN ALL OR ANY PART OF SUCH
INDEBTEDNESS UNLESS