California Waivers. To the extent California law applies, in addition to and not in lieu of any other provisions of this Security Agreement, each Grantor represents, warrants, covenants and agrees as follows:
8.20.1 The obligations of such Grantor under this Security Agreement shall be performed without demand by any Secured Party and shall be unconditional irrespective of the genuineness, validity, regularity or enforceability of any of the Notes Documents, and without regard to any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or a guarantor. Each Grantor hereby waives to the extent permitted by law any and all benefits and defenses under California Civil Code Section 2810 and agrees that by doing so such Grantor shall be liable even if the Issuer or the relevant Subsidiary had no liability at the time of execution of the applicable Notes Documents or thereafter ceases to be liable. Each Grantor hereby waives to the extent permitted by law any and all benefits and defenses under California Civil Code Section 2809 and agrees that by doing so such Grantor’s liability may be larger in amount and more burdensome than that of the Issuer and/or the relevant Subsidiary. Each Grantor hereby waives to the extent permitted by law the benefit of all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Security Agreement and agrees that such Grantor’s obligations shall not be affected by any circumstances, whether or not referred to in this Security Agreement which might otherwise constitute a legal or equitable discharge of a surety or a guarantor. Each Grantor hereby waives to the extent permitted by law the benefits of any right of discharge under any and all statutes or other laws relating to guarantors or sureties and any other rights of sureties and guarantors thereunder.
8.20.2 In accordance with Section 2856 of the California Civil Code, each Grantor hereby waives to the extent permitted by law all rights and defenses arising out of an election of remedies by any Secured Party even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Notes Obligations, has destroyed or otherwise impaired such Grantor’s rights of subrogation and reimbursement against the principal. Each Grantor hereby authorizes and empowers the Secured Parties to exercise, in their sole and absolute discretion, any right or remedy, or any combination there...
California Waivers. For purposes of this Section 6.03 only, references to the “principal” include each Loan Party and references to the “creditor” include each Secured Party. In accordance with Section 2856 of the California Civil Code, each Pledgor waives all rights and defenses (i) available to such Pledgor by reason of Sections 2787 through 2855, 2899, and 3433 of the California Civil Code, including all rights or defenses such Pledgor may have by reason of protection afforded to the principal with respect to any of the Secured Obligations, or to any other person liable for any of the Secured Obligations, in either case in accordance with the antideficiency or other laws of the State of California limiting or discharging the principal’s Indebtedness or such person’s obligations, including Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure; and (ii) arising out of an election of remedies by the creditor, even though such election, such as a nonjudicial foreclosure with respect to security for any Secured Obligation (or any obligation of any other person of any of the Secured Obligations), has destroyed such Pledgor’s right of subrogation and reimbursement against the principal (or such other person), by operation of Section 580d of the California Code of Civil Procedure or otherwise. No other provision of this Agreement shall be construed as limiting the generality of any of the covenants and waivers set forth in this Section 6.03. As provided below, this Agreement shall be governed by, and shall be construed and enforced in accordance with the laws of the State of New York. This Section 6.03 is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Agreement or to any of the Secured Obligations.
California Waivers. Each Loan Party hereby:
(a) expressly waives any and all benefits which might otherwise be available to such Loan Party under California Civil Code Sections 2809, 2810, 2819, 2839, 2845 through 2847, 2849, 2850, 2899 and 3433, and California Code of Civil Procedure Sections 580a, 580b, 580d and 726;
(b) acknowledges its understanding that: (i) Section 580d of the California Code of Civil Procedure generally prohibits a deficiency judgment against a borrower after a non-judicial foreclosure; (ii) such Loan Party’s subrogation rights may be destroyed by a non-judicial foreclosure under any mortgage (because such Loan Party may not be able to pursue any other Loan Party for a deficiency judgment by reason of the application of Section 580d of the California Code of Civil Procedure); and
California Waivers. (a) Each Subsidiary Guarantor's liability hereunder is a guaranty of payment and performance and is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of any of the provisions of the Loan Documents, and each Subsidiary Guarantor hereby waives any and all rights, defenses and benefits under the California Code of Civil Procedure ("CC") Section 2810 and agrees that by doing so such Subsidiary Guarantor is liable even if Borrower had no liability at the time of execution of the Loan Documents or thereafter ceases to be liable. Each Subsidiary Guarantor hereby waives any and all rights, defenses and benefits under CC Section 2809 and agrees that each Subsidiary Guarantor's obligations under this Guaranty are independent of the obligations of Borrower. Each Subsidiary Guarantor hereby waives any and all rights, defenses and benefits such Subsidiary Guarantor may now or hereafter have, under CC Section 2815 or otherwise, to revoke this guaranty. Each Subsidiary Guarantor further hereby waives any and all rights, defenses and benefits that such Subsidiary Guarantor may now or hereafter have, under CC Section 2819, 2825 or otherwise, arising out of any release or discharge of Borrower, in whole or in part, from Borrower's liabilities and/or obligations under the Loan Documents.
(b) Each Subsidiary Guarantor hereby waives any and all rights, defenses and benefits under CC Section 2845, 2849 and 2850, including, without limitation, the right to require Lender to (a) proceed against any other guarantor, (b) proceed against or exhaust any security or collateral Lender may hold, or (c) pursue any other right or remedy for such Subsidiary Guarantor's benefit, and agrees that Lender may proceed against each Subsidiary Guarantor for the Guaranteed Obligations without taking any action against any other guarantor and without proceeding against or exhausting any security or collateral Lender holds. Each Subsidiary Guarantor agrees that Lender may unqualifiedly exercise in its sole discretion any or all rights and remedies available to it against any other guarantor without impairing Lender's rights and remedies in enforcing this guaranty, under which each Subsidiary Guarantor's liabilities shall remain independent and unconditional. Each Subsidiary Guarantor agrees that Lender's exercise of certain of such rights or remedies may affect or eliminate such Subsidiary Guarantor's right of subrogation or recovery against Borrower and that ...
California Waivers. Notwithstanding anything to the contrary contained in the Lease, Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932, Sections 1941 and 1942 (Tenant's Repairs and Alterations), 1932(2) (Casualty Damage), and Section 1265.130 (Condemnation) of the California Code of Civil Procedure, or any similar or successor laws now or hereinafter in effect.
California Waivers. Without limiting any other waiver or provision, each Guarantor waives, to the maximum extent permitted by law, all benefits or defenses directly or indirectly arising under California Civil Code §§ 2787, 2799, 2808, 2815, 2819, 2820, 2821, 2822, 2838, 2839, 2847, 2848, and 2855, Chapter 2 of Title 14 of the California Civil Code, and California Code of Civil Procedure §§ 580a, 580b, 580c, 580d, and 726 or any similar laws of any other applicable jurisdiction. The reference to certain provisions of California law is not intended to imply any application of California law to this Guaranty.
California Waivers. Except as expressly set forth herein to the contrary, Tenant waives any and all rights under California Civil Code Sections 1932(2), 1933(4), and 3275 and California Code of Civil Procedure Sections 473, 1265.130, 1174, and 1179.
California Waivers. To the extent the Mortgaged Property is located in the State of California, the following provisions shall apply. For the purposes of this Section 10.30, the references to “guarantor” shall be to the Grantor herein, the references to “debtor” shall be to the Borrower as defined herein and the references to the “Creditor” shall be to the Beneficiary herein:
(a) The guarantor/Grantor waives all rights and defenses that the guarantor/Grantor may have because the debtor’s/Borrower’s debt is secured by real property. This means, among other things:
(i) The creditor/Beneficiary may collect from the guarantor/Grantor without first foreclosing on any real or personal property collateral pledged by the debtor/Borrower.
(ii) If the creditor/Beneficiary forecloses on any real property collateral pledged by the debtor/Borrower:
(A) The amount of the 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.
(B) The creditor/Beneficiary may collect from the guarantor/Grantor even if the creditor, by foreclosing on the real property collateral, has destroyed any right the guarantor/Grantor may have to collect from the debtor/Borrower. This is an unconditional and irrevocable waiver of any rights and defenses the guarantor/Grantor may have because the debtor’s/Borrower’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 California Code of Civil Procedure.
(b) The guarantor/Grantor waives all rights and defenses arising out of an election of remedies by the creditor/Beneficiary, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the guarantor/Grantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise.
California Waivers. EXCEPT AS OTHERWISE EXPRESSLY PERMITTED IN THE NOTES, THE LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS, EACH BORROWER HEREBY EXPRESSLY (A) WAIVES ANY RIGHTS IT MAY HAVE UNDER LAW, PURSUANT TO CALIFORNIA CIVIL CODE SECTION 2954.10 OR OTHERWISE, TO PREPAY THE NOTES, IN WHOLE OR IN PART, WITHOUT PENALTY, UPON ACCELERATION OF ANY APPLICABLE MATURITY DATE, AND (B) AGREES THAT IF, FOR ANY REASON, A PREPAYMENT OF ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF (I) THE PRE-RESTATMENT DATE NOTE IS MADE, INCLUDING, WITHOUT LIMITATION, UPON OR FOLLOWING ANY ACCELERATION OF THE TEN PROJECT LOANS MATURITY DATE BY AGENT OR LENDER ON ACCOUNT OF ANY DEFAULT BY ANY BORROWER, INCLUDING, WITHOUT LIMITATION, ANY TRANSFER, DISPOSITION, OR FURTHER ENCUMBRANCE PROHIBITED OR RESTRICTED BY THE LOAN AGREEMENT, THEN EACH TEN PROJECT BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY WITH SUCH PREPAYMENT THE PREPAYMENT PREMIUM AND THE MAKE WHOLE BREAKAGE AMOUNT, IF ANY, AND (II) THE RESTATMENT DATE NOTE IS MADE, INCLUDING, WITHOUT LIMITATION, UPON OR FOLLOWING ANY ACCELERATION OF THE SIX PROJECT LOAN MATURITY DATE BY AGENT OR LENDER ON ACCOUNT OF ANY DEFAULT BY ANY BORROWER, INCLUDING, WITHOUT LIMITATION, ANY TRANSFER, DISPOSITION, OR FURTHER ENCUMBRANCE PROHIBITED OR RESTRICTED BY THE LOAN AGREEMENT, THEN EACH SIX PROJECT BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY WITH SUCH PREPAYMENT THE EXIT FEE, IF ANY. BY INITIALING THIS PROVISION IN THE SPACE PROVIDED BELOW, EACH BORROWER HEREBY DECLARES THAT (1) EACH OF THE FACTUAL MATTERS SET FORTH IN THIS PARAGRAPH IS TRUE AND CORRECT, (2) LENDER’S AGREEMENT TO MAKE THE LOANS EVIDENCED BY THE NOTES AT THE APPLICABLE INTEREST RATE AND FOR THE TERM SET FORTH IN THE LOAN AGREEMENT CONSTITUTES ADEQUATE CONSIDERATION FOR THIS WAIVER AND AGREEMENT, AND HAS BEEN GIVEN INDIVIDUAL WEIGHT BY EACH BORROWER, AGENT AND LENDER, (3) EACH BORROWER IS A SOPHISTICATED AND KNOWLEDGEABLE REAL ESTATE INVESTOR WITH COMPETENT AND INDEPENDENT LEGAL COUNSEL, AND (4) EACH BORROWER FULLY UNDERSTANDS THE EFFECT OF THIS WAIVER AND AGREEMENT.
California Waivers. (A) It is the intention of Executive and the Company in executing this Agreement that the same will be effective as a bar to each and every claim, demand and cause of action specified in this Section 5. In furtherance of this intention, to the extent applicable, the Company and Executive each expressly waives any and all rights and benefits conferred upon them or him by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and expressly consents that this Agreement will be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. SECTION 1542 provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
(B) Executive and the Company each acknowledges that he and it hereafter may discover claims or facts in addition to or different from those which Executive and the Company, respectively, now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected this settlement. Nevertheless, Executive and the Company each waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts. Executive and the Company each acknowledge that he and it understand the significance and consequence of such release and such specific waiver of SECTION 1542 to the extent applicable.
