OBLIGATION, AND EACH GUARANTOR AGREES THAT BY DOING
SO SUCH GUARANTORS' LIABILITY MAY BE LARGER IN AMOUNT OR MORE BURDENSOME THAN
THAT OF THE BORROWERS; (X) ALL BENEFITS AND DEFENSES UNDER CC SECTION 2810, AND
EACH GUARANTOR AGREES THAT BY DOING SO SUCH 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 EACH GUARANTOR AGREES THAT BY DOING SO SUCH GUARANTORS' 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 SUCH GUARANTORS' 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 IN THIS GUARANTY, EACH
GUARANTOR WAIVES, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ALL BENEFITS AND
DEFENSES UNDER CC SECTIONS 2847 AND 2848 AND AGREES THAT EACH 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
3
the Agent has released, transferred or disposed of all of its right, title and
interest in any Collateral.
(D)
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING OR ANY OTHER WAIVERS IN THIS GUARANTY, EACH 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)
EACH GUARANTOR ACKNOWLEDGES THAT THE
WAIVERS MADE BY SUCH GUARANTOR IN THIS GUARANTY ARE MADE KNOWING THAT THEIR
INTENT IS TO DEPRIVE THE GUARANTORS OF THE BENEFITS AND DEFENSES THAT WOULD OR
COULD OTHERWISE BE AVAILABLE TO THE GUARANTORS UNDER THE STATUTORY PROVISIONS
REFERENCED HEREIN.
SECTION 1.6.
PAYMENT OF EXPENSES. IN THE EVENT
THAT ANY GUARANTOR SHOULD BREACH OR FAIL TO TIMELY PERFORM ANY PROVISION OF THIS
GUARANTY, THE GUARANTORS 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