Common use of Additional California Waivers Clause in Contracts

Additional California Waivers. (a) Each Individual Borrower and Maryland Owner hereby waives any and all benefits and defenses under California Civil Code Section 2810 and agrees that by doing so, such Individual Borrower and Maryland Owner shall be liable even if each other Individual Borrower or Maryland Owner, as applicable (each, an “Other Obligor” and, collectively, the “Other Obligors”) had no liability at the time of execution of the Note, the Loan Agreement, the Mortgages or any other Loan Document, or thereafter ceases to be liable. Each Individual Borrower and Maryland Owner hereby waives any and all benefits and defenses under California Civil Code Section 2809 and agrees that by doing so, each Individual Borrower’s and Maryland Owner’s liability may be larger in amount and more burdensome than that of any Other Obligor. Each Individual Borrower and Maryland Owner waives all rights to require Lender to pursue any other remedy it may have against any Other Obligor, or any shareholder, member or partner of any Other Obligor, including any and all benefits under California Civil Code Section 2845, 2849 and 2850. Each Individual Borrower and Maryland Owner further waives any rights, defenses and benefits that may be derived from Sections 2787 to 2855, inclusive, of the California Civil Code or comparable provisions of the laws of any other jurisdiction and further waives all other suretyship defenses such Individual Borrower or Maryland Owner, as applicable, would otherwise have under the laws of California or any other jurisdiction. (b) Upon a default under the Note, this Agreement or the other Loan Documents, Lender in its sole discretion, without prior notice to or consent of any Individual Borrower and/or Maryland Owner, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Loan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Loan or any part of it or make any other accommodation with any Other Obligor, any Individual Borrower or Maryland Owner, or (iv) exercise any other remedy against any Other Obligor, any Individual Borrower or Maryland Owner, or any security. No such action by Lender shall release or limit the liability of any Individual Borrower and/or Maryland Owner, who shall remain liable under this Agreement after the action, even if the effect of the action is to deprive any Individual Borrower and/or Maryland Owner of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from any Other Obligor for any sums paid to Lender, whether contractual or arising by operation of law or otherwise. Each Individual Borrower and Maryland Owner expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Loan. (c) Regardless of whether any Individual Borrower or Maryland Owner may have made any payments to Lender, each Individual Borrower and Maryland Owner hereby waives: (A) all rights of subrogation, indemnification, contribution and any other rights to collect reimbursement from any Other Obligor or any other party for any sums paid to Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (B) all rights to enforce any remedy that Lender may have against any Other Obligor, and (C) all rights to participate in any security now or later to be held by Lender for the Loan. The waivers given in this subsection (c) shall be effective until the Loan has been paid and performed in full. (d) Each Individual Borrower and Maryland Owner waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guarantied obligation, has destroyed any Individual Borrower’s and/or Maryland Owner’s rights of subrogation and reimbursement against any Other Obligor by operation of Section 580d of the California Code of Civil Procedure or otherwise. Each Individual Borrower and Maryland Owner further waives any right to a fair value hearing under California Code of Civil Procedure Section 580a, or any other similar law, to determine the size of any deficiency owing (for which any Other Obligor would be liable hereunder) following a non-judicial foreclosure sale. (e) Without limiting the foregoing or anything else contained in this Agreement, each Individual Borrower and Maryland Owner waives all rights and defenses that such Individual Borrower or Maryland Owner, as applicable, may have because the Loan is secured by real property. This means, among other things: (i) That Lender may collect from Borrower and/or Maryland Owner without first foreclosing on any real or personal property collateral pledged by any Other Obligor; and (ii) If Lender forecloses on any real property collateral pledged by any Other Obligor: (x) the amount of the Loan may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (y) Lender may collect from Borrower and/or Maryland Owner even if Lender, by foreclosing on the real property collateral, has destroyed any right any Individual Borrower and/or Maryland Owner may have to collect from any Other Obligor. This subsection (e) is an unconditional and irrevocable waiver of any rights and defenses any Individual Borrower and/or Maryland Owner may have because the Loan is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (f) Each Individual Borrower and Maryland Owner waives all rights and defenses arising out of any failure of Lender to disclose to any Individual Borrower and/or Maryland Owner any information relating to the financial condition, operations, properties or prospects of any Other Obligor now or in the future known to Lender (each Individual Borrower and Maryland Owner waiving any duty on the part of the Lender to disclose such information).

Additional California Waivers. (a) Each Individual Borrower and Maryland Owner hereby waives any and all benefits and defenses under California Civil Code Section 2810 and agrees that by doing so, such Individual Borrower and Maryland Owner shall be liable even if each other Individual Borrower or Maryland Owner, as applicable (each, an “Other Obligor” and, collectively, the “Other Obligors”) had no liability at the time of execution of the Note, the Loan Agreement, the Mortgages or any other Loan Document, or thereafter ceases to be liable. Each Individual Borrower and Maryland Owner hereby waives any and all benefits and defenses under California Civil Code Section 2809 and agrees that by doing so, each Individual Borrower’s and Maryland Owner’s liability may be larger in amount and more burdensome than that of any Other Obligor. Each Individual Borrower and Maryland Owner waives all rights to require Lender to pursue any other remedy it may have against any Other Obligor, or any shareholder, member or partner of any Other Obligor, including any and all benefits under California Civil Code Section 2845, 2849 and 2850. Each Individual Borrower and Maryland Owner further waives any rights, defenses and benefits that may be derived from Sections 2787 to 2855, inclusive, of the California Civil Code or comparable provisions of the laws of any other jurisdiction and further waives all other suretyship defenses such Individual Borrower or Maryland Owner, as applicable, would otherwise have under the laws of California or any other jurisdiction. (b) Upon a default under the Note, this Agreement or the other Loan Documents, Lender in its sole discretion, without prior notice to or consent of any Individual Borrower and/or Maryland OwnerBorrower, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Loan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii) compromise or adjust the Loan or any part of it or make any other accommodation with any Other Obligor, any Individual Borrower or Maryland OwnerBorrower, or (iv) exercise any other remedy against any Other Obligor, any Individual Borrower or Maryland OwnerBorrower, or any security. No such action by Lender shall release or limit the liability of any Individual Borrower and/or Maryland OwnerBorrower, who shall remain liable under this Agreement after the action, even if the effect of the action is to deprive any Individual Borrower and/or Maryland Owner of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from any Other Obligor for any sums paid to Lender, whether contractual or arising by operation of law or otherwise. Each Individual Borrower and Maryland Owner expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Loan. (c) Regardless of whether any Individual Borrower or Maryland Owner may have made any payments to Lender, each Individual Borrower and Maryland Owner hereby waives: (A) all rights of subrogation, indemnification, contribution and any other rights to collect reimbursement from any Other Obligor or any other party for any sums paid to Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (B) all rights to enforce any remedy that Lender may have against any Other Obligor, and (C) all rights to participate in any security now or later to be held by Lender for the Loan. The waivers given in this subsection (c) shall be effective until the Loan has been paid and performed in full. (d) Each Individual Borrower and Maryland Owner waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guarantied obligation, has destroyed any Individual Borrower’s and/or Maryland Owner’s rights of subrogation and reimbursement against any Other Obligor by operation of Section 580d of the California Code of Civil Procedure or otherwise. Each Individual Borrower and Maryland Owner further waives any right to a fair value hearing under California Code of Civil Procedure Section 580a, or any other similar law, to determine the size of any deficiency owing (for which any Other Obligor would be liable hereunder) following a non-judicial foreclosure sale. (e) Without limiting the foregoing or anything else contained in this Agreement, each Individual Borrower and Maryland Owner waives all rights and defenses that such Individual Borrower or Maryland Owner, as applicableBorrower, may have because the Loan is secured by real property. This means, among other things: (i) That Lender may collect from Borrower and/or Maryland Owner without first foreclosing on any real or personal property collateral pledged by any Other Obligor; and (ii) If Lender forecloses on any real property collateral pledged by any Other Obligor: (x) the amount of the Loan may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (y) Lender may collect from Borrower and/or Maryland Owner even if Lender, by foreclosing on the real property collateral, has destroyed any right any Individual Borrower and/or Maryland Owner may have to collect from any Other Obligor. This subsection (e) is an unconditional and irrevocable waiver of any rights and defenses any Individual Borrower and/or Maryland Owner may have because the Loan is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (f) Each Individual Borrower and Maryland Owner waives all rights and defenses arising out of any failure of Lender to disclose to any Individual Borrower and/or Maryland Owner any information relating to the financial condition, operations, properties or prospects of any Other Obligor now or in the future known to Lender (each Individual Borrower and Maryland Owner waiving any duty on the part of the Lender to disclose such information).

Additional California Waivers. In the event that (and only in the event that) any court of competent jurisdiction determines that, notwithstanding the terms and provisions of Section 10.3 hereof, the laws of the State of California shall govern in any respect the interpretation or enforcement of all or any portion of this Agreement, then the following terms and provisions of this Section 10.25 shall apply: (a) Each Individual Borrower and Maryland Owner hereby waives any and all benefits and defenses under California Civil Code Section 2810 and agrees that by doing so, such Individual Borrower and Maryland Owner shall be liable even if each other Individual Borrower or Maryland Owner, as applicable (each, an “Other Obligor” and, collectively, the “Other Obligors”) had no liability at the time of execution of of, or thereafter ceases to be liable under, the Note, the Loan Agreement, the Mortgages or any other Loan Document, or thereafter ceases to be liable. Each Individual Borrower and Maryland Owner hereby waives any and all benefits and defenses under California Civil Code Section 2809 and agrees that by doing so, each Individual Borrower’s and Maryland Owner’s liability may be larger in amount and more burdensome than that of any Other Obligor. Each Individual Borrower and Maryland Owner waives all rights to require Lender to pursue any other remedy it may have against any Other Obligor, or any shareholder, member or partner of any Other Obligor, including any and all benefits under California Civil Code Section 2845, 2849 and 2850. Each Individual Borrower and Maryland Owner further waives any rights, defenses and benefits that may be derived from Sections 2787 to 2855, inclusive, of the California Civil Code or comparable provisions of the laws of any other jurisdiction and further waives all other suretyship defenses such Individual Borrower or Maryland Owner, as applicable, would otherwise have under the laws of the State of California or any other jurisdiction. (b) Upon a default under During the Notecontinuance of an Event of Default, this Agreement or the other Loan DocumentsLender, Lender in its sole discretion, without prior notice to or consent of any Individual Borrower and/or Maryland OwnerBorrower, may elect to: (i) foreclose foreclose, either judicially or nonjudicially nonjudicially, against the Properties or any real or personal property security it may hold other collateral for the LoanLoan or any portion thereof, (ii) accept a transfer of the Properties or any such security other collateral for the Loan or any portion thereof in lieu of foreclosure, (iii) compromise or adjust the Loan or any part of it or make any other accommodation with any Other Obligor, Obligor or any Individual Borrower or Maryland OwnerBorrower, or (iv) exercise any other remedy provided for in Section 8.2 above against any Other Obligor, any Individual Borrower or Maryland Owner, the Properties or any securityother collateral for the Loan or any portion thereof. No such action by Lender shall release or limit the liability of any Individual Borrower and/or Maryland OwnerBorrower, who each of which shall remain liable under this Agreement after the action, even if the effect of the action is to deprive any Individual Borrower and/or Maryland Owner of any subrogation rights, rights of indemnity, indemnity or other rights to collect reimbursement from any Other Obligor for any sums paid to Lender, whether contractual or arising by operation of law or otherwise. Each Individual Borrower and Maryland Owner expressly agrees that that, except as required by applicable law, under no circumstances shall it be deemed to have any right, title, interest or claim in or to the Properties or any real other collateral for the Loan or personal property any portion thereof to be the extent held by Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Loanin respect thereof. (c) Regardless of whether any Individual Borrower or Maryland Owner may have made any payments to Lender, each Individual Borrower and Maryland Owner hereby waives: (A) all rights of subrogation, indemnification, contribution and any other rights to collect reimbursement from any Other Obligor or any other party for any sums paid to Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (B) all rights to enforce any remedy that Lender may have against any Other Obligor, Obligor and (C) all rights to participate in any security collateral now or later to be hereafter held by Lender as security for the LoanDebt. The waivers given in this subsection (c) shall be effective until the Loan Debt has been paid and performed in fullfully repaid. (d) Each Individual Borrower and Maryland Owner waives all rights and defenses arising out of an election of remedies by Lender, even though in the event that such election of remedies, such as a nonjudicial foreclosure with respect to security for a guarantied guaranteed obligation, has destroyed shall destroy any Individual of Borrower’s and/or Maryland Owner’s rights of subrogation and reimbursement against any Other Obligor by operation of Section 580d of the California Code of Civil Procedure or otherwise. Each Individual To the extent permitted by applicable law, each Borrower and Maryland Owner further waives any right to a fair value hearing under California Code of Civil Procedure Section 580a, 580a or any other similar law, law to determine the size of any deficiency owing (for which any Other Obligor would be liable hereunder) following a non-judicial foreclosure sale. (e) Without limiting the foregoing or anything else contained in this Agreement, to the extent permitted by applicable law, each Individual Borrower and Maryland Owner waives all rights and defenses that such Individual Borrower or Maryland Owner, as applicable, may have because the Loan is secured by real property. This means, among other things: (i) That Lender may collect from each Borrower and/or Maryland Owner without first foreclosing on any real property collateral or personal property collateral pledged by any Other Obligor; and (ii) If Lender forecloses on any real property collateral pledged by any Other Obligor: (x) the amount of the Loan Debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (y) Lender may collect from each Borrower and/or Maryland Owner even if Lender, by foreclosing on the real property collateral, has destroyed any right that any Individual Borrower and/or Maryland Owner may have to collect from any Other Obligor. This subsection (e) is an unconditional and irrevocable waiver of any rights and defenses that any Individual Borrower and/or Maryland Owner may have because the Loan is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (f) Each Individual Borrower and Maryland Owner waives all rights and defenses arising out of any failure of Lender to disclose to any Individual Borrower and/or Maryland Owner any information relating to the financial condition, operations, properties or prospects of any Other Obligor now or in the future known to Lender (each Individual Borrower and Maryland Owner waiving any duty on the part of the Lender to disclose such information). IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written. [BORROWER], a[ ] By: Name: Title: STATE OF ) ) ss.: COUNTY OF ) On , 2010, before me, , a notary public for said state, personally appeared Xxxxxx Xxxxxx, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same as the Executive Vice President of each entity upon behalf of which he acted, in his authorized capacity on behalf of each said entity and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. Notary: LENDER: JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America By: Name: Title: STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On , 2010, before me, a notary public for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same as the of JPMorgan Chase Bank, N.A., a banking association chartered under the laws of the United States of America, in his authorized capacity on behalf of said banking association and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. Notary: (FORM OF SUBORDINATION, NON-DISTURBANCE JPMORGAN CHASE BANK, N.A. [ ] SUBORDINATION, NON-DISTURBANCE Dated: as of [ ], 2010 Location: [ ]

Additional California Waivers. In the event that (and only in the event that) any court of competent jurisdiction determines that, notwithstanding the terms and provisions of Section 10.3 hereof, the laws of the State of California shall govern in any respect the interpretation or enforcement of all or any portion of this Agreement, then the following terms and provisions of this Section 10.25 shall apply: (a) Each Individual Borrower and Maryland Owner hereby waives any and all benefits and defenses under California Civil Code Section 2810 and agrees that by doing so, such Individual Borrower and Maryland Owner shall be liable even if each other Individual Borrower or Maryland Owner, as applicable (each, an “Other Obligor” and, collectively, the “Other Obligors”) had no liability at the time of execution of of, or thereafter ceases to be liable under, the Note, the Loan Agreement, the Mortgages or any other Loan Document, or thereafter ceases to be liable. Each Individual Borrower and Maryland Owner hereby waives any and all benefits and defenses under California Civil Code Section 2809 and agrees that by doing so, each Individual Borrower’s and Maryland Owner’s liability may be larger in amount and more burdensome than that of any Other Obligor. Each Individual Borrower and Maryland Owner waives all rights to require Lender to pursue any other remedy it may have against any Other Obligor, or any shareholder, member or partner of any Other Obligor, including any and all benefits under California Civil Code Section 2845, 2849 and 2850. Each Individual Borrower and Maryland Owner further waives any rights, defenses and benefits that may be derived from Sections 2787 to 2855, inclusive, of the California Civil Code or comparable provisions of the laws of any other jurisdiction and further waives all other suretyship defenses such Individual Borrower or Maryland Owner, as applicable, would otherwise have under the laws of the State of California or any other jurisdiction. (b) Upon a default under During the Notecontinuance of an Event of Default, this Agreement or the other Loan DocumentsLender, Lender in its sole discretion, without prior notice to or consent of any Individual Borrower and/or Maryland OwnerBorrower, may elect to: (i) foreclose foreclose, either judicially or nonjudicially nonjudicially, against the Properties or any real or personal property security it may hold other collateral for the LoanLoan or any portion thereof, (ii) accept a transfer of the Properties or any such security other collateral for the Loan or any portion thereof in lieu of foreclosure, (iii) compromise or adjust the Loan or any part of it or make any other accommodation with any Other Obligor, Obligor or any Individual Borrower or Maryland OwnerBorrower, or (iv) exercise any other remedy provided for in Section 8.2 above against any Other Obligor, any Individual Borrower or Maryland Owner, the Properties or any securityother collateral for the Loan or any portion thereof. No such action by Lender shall release or limit the liability of any Individual Borrower and/or Maryland OwnerBorrower, who each of which shall remain liable under this Agreement after the action, even if the effect of the action is to deprive any Individual Borrower and/or Maryland Owner of any subrogation rights, rights of indemnity, indemnity or other rights to collect reimbursement from any Other Obligor for any sums paid to Lender, whether contractual or arising by operation of law or otherwise. Each Individual Borrower and Maryland Owner expressly agrees that that, except as required by applicable law, under no circumstances shall it be deemed to have any right, title, interest or claim in or to the Properties or any real other collateral for the Loan or personal property any portion thereof to be the extent held by Lender or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Loanin respect thereof. (c) Regardless of whether any Individual Borrower or Maryland Owner may have made any payments to Lender, each Individual Borrower and Maryland Owner hereby waives: (A) all rights of subrogation, indemnification, contribution and any other rights to collect reimbursement from any Other Obligor or any other party for any sums paid to Lender, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (B) all rights to enforce any remedy that Lender may have against any Other Obligor, Obligor and (C) all rights to participate in any security collateral now or later to be hereafter held by Lender as security for the LoanDebt. The waivers given in this subsection (c) shall be effective until the Loan Debt has been paid and performed in fullfully repaid. (d) Each Individual Borrower and Maryland Owner waives all rights and defenses arising out of an election of remedies by Lender, even though in the event that such election of remedies, such as a nonjudicial foreclosure with respect to security for a guarantied guaranteed obligation, has destroyed shall destroy any Individual of Borrower’s and/or Maryland Owner’s rights of subrogation and reimbursement against any Other Obligor by operation of Section 580d of the California Code of Civil Procedure or otherwise. Each Individual To the extent permitted by applicable law, each Borrower and Maryland Owner further waives any right to a fair value hearing under California Code of Civil Procedure Section 580a, 580a or any other similar law, law to determine the size of any deficiency owing (for which any Other Obligor would be liable hereunder) following a non-judicial foreclosure sale. (e) Without limiting the foregoing or anything else contained in this Agreement, to the extent permitted by applicable law, each Individual Borrower and Maryland Owner waives all rights and defenses that such Individual Borrower or Maryland Owner, as applicable, may have because the Loan is secured by real property. This means, among other things: (i) That Lender may collect from each Borrower and/or Maryland Owner without first foreclosing on any real property collateral or personal property collateral pledged by any Other Obligor; and (ii) If Lender forecloses on any real property collateral pledged by any Other Obligor: (x) the amount of the Loan Debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (y) Lender may collect from each Borrower and/or Maryland Owner even if Lender, by foreclosing on the real property collateral, has destroyed any right that any Individual Borrower and/or Maryland Owner may have to collect from any Other Obligor. This subsection (e) is an unconditional and irrevocable waiver of any rights and defenses that any Individual Borrower and/or Maryland Owner may have because the Loan is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections 580a, 580b580h, 580d, or 726 of the California Code of Civil Procedure. (f) Each Individual Borrower and Maryland Owner waives all rights and defenses arising out of any failure of Lender to disclose to any Individual Borrower and/or Maryland Owner any information relating to the financial condition, operations, properties or prospects of any Other Obligor now or in the future known to Lender (each Individual Borrower and Maryland Owner waiving any duty on the part of the Lender to disclose such information).