Common use of Impairment of Subrogation Rights; Waivers of Rights Under the Anti-Deficiency Rules Clause in Contracts

Impairment of Subrogation Rights; Waivers of Rights Under the Anti-Deficiency Rules. Without limiting any of the other waivers and provisions set forth in this Guaranty, Guarantor hereby irrevocably and unconditionally waives all rights and defenses that Guarantor may have because the Indebtedness or the Guaranteed Obligations are secured in whole or in part by real property, including, without limitation, any rights or defenses that Guarantor may have or be entitled to assert based on or arising out of any one or more of California Code of Civil Procedure Sections 580a, 580b, 580d or 726 or California Civil Code Section 2848. This means, among other things that: (a) Guarantor hereby agrees that upon the occurrence and during the continuation of an Event of Default, Lender may elect to foreclose either judicially or nonjudicially against any real or personal property collateral or security it holds for all or any part of the Indebtedness or the Guaranteed Obligations, or accept an assignment of any such collateral or security in-lieu of foreclosure, or compromise or adjust any part of such obligations, or make any other accommodation with Borrower or Guarantor, or exercise any other remedy against Borrower, Guarantor or any collateral or security. No such action by Lender will release or limit the liability of Guarantor to Lender, who shall remain liable under this Guaranty after any such action, even if the effect of any such action is to deprive Guarantor of the right to collect reimbursement from Borrower or any other Person for any sums paid to Lender or of its rights of subrogation, contribution or indemnity against Borrower or any other Person. Without limiting the foregoing, Guarantor hereby waives all rights and defenses arising out of an election of remedies by Lender, even though such an election of remedies, such as nonjudicial foreclosure with respect to security for any of the Guaranteed Obligations, has impaired or destroyed any right or ability that Guarantor may have to seek reimbursement, contribution, or indemnification for any amounts paid by Guarantor under this Guaranty, by the operation of Section 580d of the California Code of Civil Procedure. Guarantor further understands and acknowledges that in the absence of this waiver such potential impairment or destruction of Guarantor’s rights, if any, may entitle Guarantor to assert a defense to this Guaranty based on California Code of Civil Procedure Section 580d as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40, 71 Cal. Xxxx. 00 (1968), on the grounds, among others, that Lender should be estopped from pursuing Guarantor because Lender’s election to foreclose may have impaired or destroyed such subrogation, reimbursement, contribution, or indemnification rights of Guarantor. By execution of this Guaranty, Guarantor hereby intentionally, freely, irrevocably, and unconditionally waives and relinquishes any such defense and agrees that (i) Guarantor will be liable under this Guaranty even though Lender has foreclosed judicially or nonjudicially against any real or personal property collateral or security for Borrower’s obligations, (ii) Guarantor will not assert any such defense in any action or proceeding which Lender may begin to enforce this Guaranty and (iii) Guarantor shall in no event be deemed to have any right, title, interest or claim under any circumstance in or to any real or personal property held by Lender or any third party following any foreclosure or assignment-in-lieu thereof of any such collateral or security. (b) Guarantor hereby intentionally, freely, irrevocably and unconditionally waives and relinquishes all rights which may be available to Guarantor under any provision of California law or under any California judicial decision, including, without limitation, Sections 580a and 726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or other judgment which may be obtained against Guarantor under this Guaranty to not more than the amount by which the unpaid Guaranteed Obligations, plus all other Indebtedness due from Borrower under the Loan Documents, exceeds the fair market value or fair value of any real or personal property securing such obligations, and any other Indebtedness due from Borrower under the Loan Documents including, without limitation, all rights to an appraisement of, judicial or other hearing on, or other determination of the value of such property. Guarantor understands and agrees that, as a result of the waiver of the foregoing rights, privileges, benefits and defenses, and without limiting the effect of the foregoing waiver, (i) Lender may have the ability to pursue Guarantor or any other guarantor for a judgment on the Guaranteed Obligations without having first foreclosed on the real or personal property collateral or security for all or any part of the Indebtedness or the Guaranteed Obligations, (ii) Lender may have the ability to xxx Guarantor or any other guarantor for a deficiency judgment on the Indebtedness or the Guaranteed Obligations after a non-judicial foreclosure sale or, regardless of any election of remedies by Lender, if the Guaranteed Obligations or any of the other Indebtedness of Borrower to Lender under the Loan Documents is considered to have been provided by a vendor to a buyer and to evidence part of the purchase price for the real or personal property collateral or security and (iii) Lender may be entitled to recover from Guarantor an amount which, when combined with the value of any real or personal property foreclosed upon by Lender (or the proceeds of the sale of which have been received by Lender) and any sums collected by Lender from Borrower or other Person, might exceed the amount of the Guaranteed Obligations, plus all other Indebtedness due from Borrower under the Loan Documents. (c) Notwithstanding the foregoing, nothing contained in this Section shall in any way be deemed to imply that California law or any other state’s law other than New York shall govern this Guaranty or any of the Loan Documents in any respect, except as may be expressly set forth therein, including with respect to the exercise of Lender’s remedies under the Loan Documents. (d) This Guaranty amends and restates the Original Guaranty in its entirety but does not constitute a novation thereof. Notwithstanding anything stated to the contrary in this Guaranty, this Guaranty shall not amend and restate the Original Guaranty until and unless, and not be effective until, the Release Effective Date, and shall not until the Release Effective Date, impair, effect, or limit any of the rights of Lender, or any of the obligations of Guarantor, under the Original Guaranty.

Impairment of Subrogation Rights; Waivers of Rights Under the Anti-Deficiency Rules. Without limiting any of the other waivers and provisions set forth in this Guaranty, Guarantor hereby irrevocably and unconditionally waives all rights and defenses that Guarantor may have because the Indebtedness or the Guaranteed Obligations are secured in whole or in part by real property, including, without limitation, any rights or defenses that Guarantor may have or be entitled to assert based on or arising out of any one or more of California Code of Civil Procedure Sections 580a, 580b, 580d or 726 or California Civil Code Section 2848. This means, among other things that: (a) Guarantor hereby agrees that upon the occurrence and during the continuation of an Event of DefaultDefault under the Loan Documents, Lender may elect to foreclose either nonjudicially or judicially or nonjudicially against any real or personal property collateral or security (including, without limitation, the Mortgaged Property) it holds for all the obligations evidenced by the Note or any Guaranteed Obligations, or any part of the Indebtedness or the Guaranteed Obligationsthereof, or accept an assignment of any such collateral or security in-in lieu of foreclosure, or compromise or adjust any part of such obligations, or make any other accommodation with Borrower or Guarantor, or exercise any other remedy against Borrower, Guarantor Borrower or any collateral or security. No such action by Lender will release or limit the liability of Guarantor to Lender, who shall remain liable under this Guaranty after any such the action, even if the effect of any such that action is to deprive Guarantor of the right to collect reimbursement from Borrower or any other Person person for any sums paid to Lender or of its Guarantor’s rights of subrogation, contribution contribution, or indemnity against Borrower or any other Personperson. Without limiting the foregoing, Guarantor hereby waives all rights it is understood and defenses arising out agreed that on any foreclosure or assignment in lieu of an election foreclosure of remedies any collateral or security held by Lender, even though such an election security will no longer exist and that any right that Guarantor might otherwise have, on full payment of remediesthe Guaranteed Obligations by Guarantor to Lender, to participate in any such as nonjudicial foreclosure security or to be subrogated to any rights of Lender with respect to any such security will be nonexistent; nor shall Guarantor be deemed to have any right, title, interest or claim under any circumstances in or to any real or personal property held by Lender or any third party following any foreclosure or assignment in lieu of foreclosure of any such security. (b) Guarantor understands and acknowledges that if Lender forecloses judicially or nonjudicially against any real property security for any of the Guaranteed ObligationsBorrower’s obligations, has impaired such foreclosure could impair or destroyed destroy any right or ability that Guarantor may have to seek reimbursement, contribution, or indemnification for any amounts paid by Guarantor under this Guaranty, by the operation of Section 580d of the California Code of Civil Procedure. Guarantor further understands and acknowledges that in the absence of this waiver such potential impairment or destruction of Guarantor’s rights, if any, may entitle Guarantor to assert a defense to this Guaranty based on California Code of Civil Procedure Section 580d as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40, 71 Cal. Xxxx. 00 (1968), on the grounds, among others, that Lender should be estopped from pursuing Guarantor because Lender’s election to foreclose may have impaired or destroyed such subrogation, reimbursement, contribution, or indemnification rights of Guarantor. By execution of this Guaranty, Guarantor hereby intentionally, freely, irrevocably, and unconditionally waives and relinquishes any such defense and agrees that (i) Guarantor will be liable under this Guaranty even though Lender has foreclosed judicially or nonjudicially against any real or personal property collateral or security for Borrower’s obligations, (ii) Guarantor will not assert any such defense in any action or proceeding which Lender may begin to enforce this Guaranty and (iii) Guarantor shall in no event be deemed to have any right, title, interest or claim under any circumstance in or to any real or personal property held by Lender or any third party following any foreclosure or assignment-in-lieu thereof of any such collateral or security. (bc) [Intentionally Omitted]. (d) Guarantor hereby intentionally, freely, irrevocably and unconditionally waives and relinquishes all rights which may be available to Guarantor it under any provision of California applicable law or under any California judicial decision, including, without limitation, Sections 580a and 726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or other judgment which may be obtained against Guarantor under this Guaranty to not more than the amount by which the unpaid Guaranteed Obligations, Obligations plus all other Indebtedness indebtedness due from Borrower under the Loan Documents, Documents exceeds the fair market value or fair value of any real or personal property securing such obligations, said obligations and any other Indebtedness indebtedness due from Borrower under the Loan Documents Documents, including, without limitation, all rights to an appraisement of, judicial or other hearing on, or other determination of the value of such said property. Guarantor understands acknowledges and agrees that, as a result of the waiver of the foregoing rights, privileges, benefits and defenses, and without limiting the effect of the foregoing waiver, (i) Lender may have the ability to pursue Guarantor or any other guarantor for a judgment on the Guaranteed Obligations without having first foreclosed on the real or personal property collateral or security for all or any part of the Indebtedness or the Guaranteed Obligations, (ii) Lender may have the ability to xxx Guarantor or any other guarantor for a deficiency judgment on the Indebtedness or the Guaranteed Obligations after a non-judicial foreclosure sale or, regardless of any election of remedies by Lender, if the Guaranteed Obligations or any of the other Indebtedness of Borrower to Lender under the Loan Documents is considered to have been provided by a vendor to a buyer and to evidence part of the purchase price for the real or personal property collateral or security and (iii) Lender may be entitled to recover from Guarantor an amount which, when combined with the value of any real or personal property foreclosed upon by Lender (or the proceeds of the sale of which have been received by Lender) and any sums collected by Lender from Borrower or other PersonPersons, might exceed the amount of the Guaranteed Obligations, Obligations plus all other Indebtedness indebtedness due from Borrower under the Loan Documents. (ce) Guarantor understands and agrees that Lender may have the ability to pursue Guarantor for a judgment on the Guaranteed Obligations without having first foreclosed on the real property security for such Guaranteed Obligations, that Lender may have the ability to xxx Guarantor for a deficiency judgment on the Guaranteed Obligations after a non-judicial foreclosure sale or, regardless of any election of remedies by Lender, if the Guaranteed Obligations or any of the other indebtedness of Borrower to Lender under the Loan Documents is considered to have been provided by a vendor to a buyer and to evidence part of the purchase price for the real property security, and that Lender may be able to recover from Borrower an amount which, when combined with the fair market value of the property acquired by Lender in a foreclosure sale or the proceeds of the foreclosure sale received by Lender, might exceed the amount of the Guaranteed Obligations due and owing by Guarantor and the amounts payable under the Loan Documents. (f) [Intentionally Omitted]. Notwithstanding the foregoingforegoing or any provisions of Section 3(c) hereof, nothing contained in this Section Guaranty shall in any way be deemed to imply that California law or any other state’s law other than the law of the State of New York shall govern this Guaranty or any of the Loan Documents in any respect, except as may be expressly set forth therein, including with respect to the exercise of Lender’s remedies under the Loan Documents. (d) This Guaranty amends and restates the Original Guaranty in its entirety but does not constitute a novation thereof. Notwithstanding anything stated any other provision herein to the contrary contrary, upon the indefeasible payment in this Guaranty, this Guaranty shall not amend and restate the Original Guaranty until and unless, and not be effective until, the Release Effective Date, and shall not until the Release Effective Date, impair, effect, or limit any full of the Note, Guarantor shall have all rights of Lender, subrogation available at law or any of the obligations of Guarantor, under the Original Guarantyin equity.

Impairment of Subrogation Rights; Waivers of Rights Under the Anti-Deficiency Rules. Without limiting any of the other waivers and provisions set forth in this Guaranty, Guarantor hereby irrevocably and unconditionally waives all rights and defenses that Guarantor may have because the Indebtedness or the Guaranteed Obligations are secured in whole or in part by real property, including, without limitation, any rights or defenses that Guarantor may have or be entitled to assert based on or arising out of any one or more of California Code of Civil Procedure Sections 580a, 580b, 580d or 726 or California Civil Code Section 2848. This means, among other things that: (a) Guarantor hereby agrees that upon the occurrence and during the continuation of an Event of DefaultDefault under the Loan Documents, Lender may elect to foreclose either non-judicially or nonjudicially judicially against any real or personal property collateral or security (including, without limitation, the Collateral) it holds for all the Secured Obligations, or any part of the Indebtedness or the Guaranteed Obligationsthereof, or accept an assignment of any such collateral or security in-in lieu of foreclosure, or compromise or adjust any part of such obligations, or make any other accommodation with Borrower or Guarantorthe Borrowers, or exercise any other remedy against Borrower, Guarantor Borrowers or any collateral or security. No such action by any Lender will release or limit the liability of Guarantor to Lenderthe Lenders, who shall remain liable under this Guaranty Guarantee after any such the action, even if the effect of any such that action is to deprive Guarantor of the right to collect reimbursement from Borrower Borrowers or any other Person person for any sums paid to Lender or of its Guarantor’s rights of subrogation, contribution or indemnity against Borrower Borrowers or any other Personperson. Without limiting the foregoing, Guarantor hereby waives all rights it is understood and defenses arising out agreed that on any foreclosure or assignment in lieu of an election foreclosure of remedies any collateral or security held by Lender, even though such an election of remediesthe Lenders, such as nonjudicial foreclosure security will no longer exist and that any right that Guarantor might otherwise have, on full payment of the Secured Obligations by Guarantor to the Lenders, to participate in any such security or to be subrogated to any rights of the Lenders with respect to any such security will be nonexistent; nor shall Guarantor be deemed to have any right, title, interest or claim under any circumstances in or to any real or personal property held by any Lender or any third party following any foreclosure or assignment in lieu of foreclosure of any such security. (b) Guarantor understands and acknowledges that if any Lender forecloses judicially or non-judicially against any real property security for any of the Guaranteed ObligationsBorrowers’ obligations, has impaired such foreclosure could impair or destroyed destroy any right or ability that Guarantor may have to seek reimbursement, contribution, or indemnification for any amounts paid by Guarantor under this Guaranty, by the operation of Section 580d of the California Code of Civil Procedure. Guarantor further understands and acknowledges that in the absence of this waiver such potential impairment or destruction of Guarantor’s rights, if any, may entitle Guarantor to assert a defense to this Guaranty based on California Code of Civil Procedure Section 580d as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40, 71 Cal. Xxxx. 00 (1968), on the grounds, among others, that Lender should be estopped from pursuing Guarantor because Lender’s election to foreclose may have impaired or destroyed such subrogation, reimbursement, contribution, or indemnification rights of Guarantor. By execution of this Guaranty, Guarantor hereby intentionally, freely, irrevocably, and unconditionally waives and relinquishes any such defense and agrees that (i) Guarantor will be liable under this Guaranty even though Lender has foreclosed judicially or nonjudicially against any real or personal property collateral or security for Borrower’s obligations, (ii) Guarantor will not assert any such defense in any action or proceeding which Lender may begin to enforce this Guaranty and (iii) Guarantor shall in no event be deemed to have any right, title, interest or claim under any circumstance in or to any real or personal property held by Lender or any third party following any foreclosure or assignment-in-lieu thereof of any such collateral or securityGuarantee. (bc) Guarantor hereby intentionally, freely, irrevocably and unconditionally waives and relinquishes all rights which may be available to Guarantor it under any provision of California applicable law or under any California judicial decision, including, without limitation, Sections 580a and 726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or other judgment which may be obtained against Guarantor under this Guaranty Guarantee to not more than the amount by which the unpaid Guaranteed Obligations, Secured Obligations plus all other Indebtedness indebtedness due from Borrower Borrowers under the Loan Documents, Documents exceeds the fair market value or fair value of any real or personal property securing such obligations, said obligations and any other Indebtedness indebtedness due from Borrower Borrowers under the Loan Documents Documents, including, without limitation, all rights to an appraisement of, judicial or other hearing on, or other determination of the value of such said property. Guarantor understands acknowledges and agrees that, as a result of the waiver of the foregoing rights, privileges, benefits and defenses, and without limiting the effect of the foregoing waiver, Lenders may be entitled to recover from Guarantor an amount which, when combined with the value of any real or personal property foreclosed upon by the Lenders (ior the proceeds of the sale of which have been received by the Lenders) Lender and any sums collected by the Lenders from Borrowers or other persons, might exceed the amount of the Secured Obligations plus all other indebtedness due from Borrowers under the Loan Documents. (d) Guarantor understands and agrees that the Lenders may have the ability to pursue Guarantor or any other guarantor for a judgment on the Guaranteed Secured Obligations without having first foreclosed on the real or personal property collateral or security for all or any part of the Indebtedness or the Guaranteed ObligationsCollateral, (ii) that Lender may have the ability to xxx Guarantor or any other guarantor for a deficiency judgment on the Indebtedness or the Guaranteed Secured Obligations after a non-judicial foreclosure sale or, regardless of any election of remedies by Lender, if the Guaranteed Secured Obligations or any of the other Indebtedness indebtedness of Borrower Borrowers to the Lender under the Loan Documents is considered to have been provided by a vendor to a buyer and to evidence part of the purchase price for the real or personal property collateral or security Collateral, and (iii) that Lender may be entitled able to recover from Guarantor Borrowers an amount which, when combined with the fair market value of any real or personal the property foreclosed upon acquired by Lender (in a foreclosure sale or the proceeds of the foreclosure sale of which have been received by Lender) and any sums collected by Lender from Borrower or other Person, might exceed the amount of the Guaranteed Obligations, plus all other Indebtedness Secured Obligations due from Borrower and owing by Guarantor and the amounts payable under the Loan Documents. (c) . Notwithstanding the foregoing, nothing contained in this Section Guarantee shall in any way be deemed to imply that California law or any other state’s law other than the law of the State of New York shall govern this Guaranty Guarantee or any of the Loan Documents Facility Agreement in any respect, except as may be expressly set forth therein, including with respect to the exercise of Lender’s remedies under the Loan Documentsthis Guarantee and the Facility Agreement, except as expressly set forth herein or therein. (d) This Guaranty amends and restates the Original Guaranty in its entirety but does not constitute a novation thereof. Notwithstanding anything stated to the contrary in this Guaranty, this Guaranty shall not amend and restate the Original Guaranty until and unless, and not be effective until, the Release Effective Date, and shall not until the Release Effective Date, impair, effect, or limit any of the rights of Lender, or any of the obligations of Guarantor, under the Original Guaranty.

Impairment of Subrogation Rights; Waivers of Rights Under the Anti-Deficiency Rules. Without limiting any of the other waivers and provisions set forth in this Guaranty, Guarantor hereby irrevocably and unconditionally waives all rights and defenses that Guarantor may have because the Indebtedness or the Guaranteed Obligations are secured in whole or in part by real property, including, without limitation, any rights or defenses that Guarantor may have or be entitled to assert based on or arising out of any one or more of California Code of Civil Procedure Sections 580a, 580b, 580d or 726 or California Civil Code Section 2848. This means, among other things that: (a) Guarantor hereby agrees that upon the occurrence and during the continuation continuance of an Event of DefaultDefault under the Loan Documents, Lender in its sole discretion, without prior notice to or consent of Guarantor, may elect to (i) foreclose either nonjudicially or judicially or nonjudicially against any real or personal property collateral or security (including, without limitation, the Mortgaged Property) it holds for all the obligations evidenced by the Note or any part of the Indebtedness or the Guaranteed Obligations, or any part thereof, (ii) accept an any transfer or assignment of any such collateral or security in-in lieu of foreclosure, or (iii) compromise or adjust any part of such obligations, or (iv) make any other accommodation with Borrower or Guarantor, or exercise any other remedy against Borrower, Guarantor Borrower or any collateral or security. No such action by Lender will release or limit the liability of Guarantor to Lender, who shall remain liable under this Guaranty after any such the action, even if the effect of any such that action is to deprive Guarantor of the right to collect reimbursement from Borrower or any other Person person for any sums paid to Lender or of its Guarantor’s rights of subrogation, contribution contribution, or indemnity against Borrower or any other Personperson. Without limiting the foregoing, Guarantor hereby waives all rights it is understood and defenses arising out agreed that on any foreclosure or assignment in lieu of an election foreclosure of remedies any collateral or security held by Lender, even though such an election security will no longer exist and that any right that Guarantor might otherwise have, on full payment of remediesthe Guaranteed Obligations by Guarantor to Lender, to participate in any such as nonjudicial foreclosure security or to be subrogated to any rights of Lender with respect to any such security will be nonexistent; nor shall Guarantor be deemed to have any right, title, interest or claim under any circumstances in or to any real or personal property held by Lender or any third party following any foreclosure or assignment in lieu of foreclosure of any such security. (b) Guarantor understands and acknowledges that if Lender forecloses judicially or nonjudicially against any real property security for any of the Guaranteed ObligationsBorrower’s obligations, has impaired such foreclosure could impair or destroyed destroy any right or ability that Guarantor may have to seek reimbursement, contribution, or indemnification for any amounts paid by Guarantor under this Guaranty, by the operation of Section 580d of the California Code of Civil Procedure. Guarantor further understands and acknowledges that in the absence of this waiver such potential impairment or destruction of Guarantor’s rights, if any, may entitle Guarantor to assert a defense to this Guaranty based on California Code of Civil Procedure Section 580d as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40, 71 Cal. Xxxx. 00 (1968), on the grounds, among others, that Lender should be estopped from pursuing Guarantor because Lender’s election to foreclose may have impaired or destroyed such subrogation, reimbursement, contribution, or indemnification rights of Guarantor. By execution of this Guaranty, Guarantor hereby intentionally, freely, irrevocably, and unconditionally waives and relinquishes any such defense and agrees that (i) Guarantor will be liable under this Guaranty even though Lender has foreclosed judicially or nonjudicially against any real or personal property collateral or security for Borrower’s obligations, (ii) Guarantor will not assert any such defense in any action or proceeding which Lender may begin to enforce this Guaranty and (iii) Guarantor shall in no event be deemed to have any right, title, interest or claim under any circumstance in or to any real or personal property held by Lender or any third party following any foreclosure or assignment-in-lieu thereof of any such collateral or security. (bc) Without limiting the foregoing, Guarantor waives, to the fullest extent permitted by applicable law, all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, may adversely affect Guarantor’s rights of subrogation and reimbursement against Borrower. (d) Guarantor hereby intentionally, freely, irrevocably and unconditionally waives and relinquishes relinquishes, to the fullest extent permitted by applicable law, all rights which may be available to Guarantor it under any provision of California applicable law or under any California judicial decision, including, without limitation, Sections 580a and 726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or other judgment which may be obtained against Guarantor under this Guaranty to not more than the amount by which the unpaid Guaranteed Obligations, Obligations plus all other Indebtedness indebtedness due from Borrower under the Loan Documents, Documents exceeds the fair market value or fair value of any real or personal property securing such obligations, said obligations and any other Indebtedness indebtedness due from Borrower under the Loan Documents Documents, including, without limitation, all rights to an appraisement of, judicial or other hearing on, or other determination of the value of such said property. Guarantor understands acknowledges and agrees that, as a result of the waiver of the foregoing rights, privileges, benefits and defenses, and without limiting the effect of the foregoing waiver, (i) Lender may have the ability to pursue Guarantor or any other guarantor for a judgment on the Guaranteed Obligations without having first foreclosed on the real or personal property collateral or security for all or any part of the Indebtedness or the Guaranteed Obligations, (ii) Lender may have the ability to xxx Guarantor or any other guarantor for a deficiency judgment on the Indebtedness or the Guaranteed Obligations after a non-judicial foreclosure sale or, regardless of any election of remedies by Lender, if the Guaranteed Obligations or any of the other Indebtedness of Borrower to Lender under the Loan Documents is considered to have been provided by a vendor to a buyer and to evidence part of the purchase price for the real or personal property collateral or security and (iii) Lender may be entitled to recover from Guarantor an amount which, when combined with the value of any real or personal property foreclosed upon by Lender (or the proceeds of the sale of which have been received by Lender) and any sums collected by Lender from Borrower or other PersonPersons, might exceed the amount of the Guaranteed Obligations, Obligations plus all other Indebtedness indebtedness due from Borrower under the Loan Documents. (e) Guarantor understands and agrees that Lender may have the ability to pursue Guarantor for a judgment on the Guaranteed Obligations without having first foreclosed on the real property security for such Guaranteed Obligations, that Lender may have the ability to xxx Guarantor for a deficiency judgment on the Guaranteed Obligations after a non-judicial foreclosure sale or, regardless of any election of remedies by Lender, if the Guaranteed Obligations or any of the other indebtedness of Borrower to Lender under the Loan Documents is considered to have been provided by a vendor to a buyer and to evidence part of the purchase price for the real property security, and that Lender may be able to recover from Borrower an amount which, when combined with the fair market value of the property acquired by Lender in a foreclosure sale or the proceeds of the foreclosure sale received by Lender, might exceed the amount of the Guaranteed Obligations due and owing by Guarantor and the amounts payable under the Loan Documents. (f) Without limiting any of the other waivers and provisions set forth in this Guaranty, Guarantor waives all rights and defenses that Guarantor may have because Borrower’s debt is secured by real property; this means, among other things: (a) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower; (b) the amount of the Guaranteed Obligations 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; (c) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the indebtedness evidenced by the Note is secured by real property. Notwithstanding the foregoingforegoing or any provisions of Section 12(a) hereof, nothing contained in this Section Guaranty shall in any way be deemed to imply that California law or any other state’s law other than the law of the State of New York shall govern this Guaranty or any of the Loan Documents in any respect, except as may be expressly set forth therein, including with respect to the exercise of Lender’s remedies under the Loan Documents. (d) This Guaranty amends and restates the Original Guaranty in its entirety but does not constitute a novation thereof. Notwithstanding anything stated any other provision herein to the contrary contrary, upon the indefeasible payment in this Guaranty, this Guaranty shall not amend and restate the Original Guaranty until and unless, and not be effective until, the Release Effective Date, and shall not until the Release Effective Date, impair, effect, or limit any full of the Note, Guarantor shall have all rights of Lender, subrogation available at law or any of the obligations of Guarantor, under the Original Guarantyin equity.

Impairment of Subrogation Rights; Waivers of Rights Under the Anti-Deficiency Rules. Without limiting any of the other waivers and provisions set forth in this Guaranty, Guarantor hereby irrevocably and unconditionally waives all rights and defenses that Guarantor may have because the Indebtedness or the Guaranteed Obligations are secured in whole or in part by real property, including, without limitation, any rights or defenses that Guarantor may have or be entitled to assert based on or arising out of any one or more of California Code of Civil Procedure Sections 580a, 580b, 580d or 726 or California Civil Code Section 2848. This means, among other things that: (a) Guarantor hereby agrees that upon the occurrence and during the continuation of an Event of DefaultDefault under the Loan Documents, Lender may elect to foreclose either nonjudicially or judicially or nonjudicially against any real or personal property collateral or security (including, without limitation, the Mortgaged Property) it holds for all the obligations evidenced by the Note or any Guaranteed Obligations, or any part of the Indebtedness or the Guaranteed Obligationsthereof, or accept an assignment of any such collateral or security in-in lieu of foreclosure, or compromise or adjust any part of such obligations, or make any other accommodation with Borrower or Guarantor, or exercise any other remedy against Borrower, Guarantor Borrower or any collateral or security. No such action by Lender will release or limit the liability of Guarantor to Lender, who shall remain liable under this Guaranty after any such the action, even if the effect of any such that action is to deprive Guarantor of the right to collect reimbursement from Borrower or any other Person person for any sums paid to Lender or of its Guarantor’s rights of subrogation, contribution contribution, or indemnity against Borrower or any other Personperson. Without limiting the foregoing, Guarantor hereby waives all rights it is understood and defenses arising out agreed that on any foreclosure or assignment in lieu of an election foreclosure of remedies any collateral or security held by Lender, even though such an election security will no longer exist and that any right that Guarantor might otherwise have, on full payment of remediesthe Guaranteed Obligations by Guarantor to Lender, to participate in any such as nonjudicial foreclosure security or to be subrogated to any rights of Lender with respect to any such security will be nonexistent; nor shall Guarantor be deemed to have any right, title, interest or claim under any circumstances in or to any real or personal property held by Lender or any third party following any foreclosure or assignment in lieu of foreclosure of any such security. (b) Guarantor understands and acknowledges that if Lender forecloses judicially or nonjudicially against any real property security for any of the Guaranteed ObligationsBorrower’s obligations, has impaired such foreclosure could impair or destroyed destroy any right or ability that Guarantor may have to seek reimbursement, contribution, or indemnification for any amounts paid by Guarantor under this Guaranty, by the operation of Section 580d of the California Code of Civil Procedure. Guarantor further understands and acknowledges that in the absence of this waiver such potential impairment or destruction of Guarantor’s rights, if any, may entitle Guarantor to assert a defense to this Guaranty based on California Code of Civil Procedure Section 580d as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40, 71 Cal. Xxxx. 00 (1968), on the grounds, among others, that Lender should be estopped from pursuing Guarantor because Lender’s election to foreclose may have impaired or destroyed such subrogation, reimbursement, contribution, or indemnification rights of Guarantor. By execution of this Guaranty, Guarantor hereby intentionally, freely, irrevocably, and unconditionally waives and relinquishes any such defense and agrees that (i) Guarantor will be liable under this Guaranty even though Lender has foreclosed judicially or nonjudicially against any real or personal property collateral or security for Borrower’s obligations, (ii) Guarantor will not assert any such defense in any action or proceeding which Lender may begin to enforce this Guaranty and (iii) Guarantor shall in no event be deemed to have any right, title, interest or claim under any circumstance in or to any real or personal property held by Lender or any third party following any foreclosure or assignment-in-lieu thereof of any such collateral or security. (bc) [Intentionally Omitted]. (d) Guarantor hereby intentionally, freely, irrevocably and unconditionally waives and relinquishes all rights which may be available to Guarantor it under any provision of California applicable law or under any California judicial decision, including, without limitation, Sections 580a and 726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or other judgment which may be obtained against Guarantor under this Guaranty to not more than the amount by which the unpaid Guaranteed Obligations, Obligations plus all other Indebtedness indebtedness due from Borrower under the Loan Documents, Documents exceeds the fair market value or fair value of any real or personal property securing such obligations, said obligations and any other Indebtedness indebtedness due from Borrower under the Loan Documents Documents, including, without limitation, all rights to an appraisement of, judicial or other hearing on, or other determination of the value of such said property. Guarantor understands acknowledges and agrees that, as a result of the waiver of the foregoing rights, privileges, benefits and defenses, and without limiting the effect of the foregoing waiver, (i) Lender may have the ability to pursue Guarantor or any other guarantor for a judgment on the Guaranteed Obligations without having first foreclosed on the real or personal property collateral or security for all or any part of the Indebtedness or the Guaranteed Obligations, (ii) Lender may have the ability to xxx Guarantor or any other guarantor for a deficiency judgment on the Indebtedness or the Guaranteed Obligations after a non-judicial foreclosure sale or, regardless of any election of remedies by Lender, if the Guaranteed Obligations or any of the other Indebtedness of Borrower to Lender under the Loan Documents is considered to have been provided by a vendor to a buyer and to evidence part of the purchase price for the real or personal property collateral or security and (iii) Lender may be entitled to recover from Guarantor an amount which, when combined with the value of any real or personal property foreclosed upon by Lender (or the proceeds of the sale of which have been received by Lender) and any sums collected by Lender from Borrower or other PersonPersons, might exceed the amount of the Guaranteed Obligations, Obligations plus all other Indebtedness indebtedness due from Borrower under the Loan Documents. (ce) Guarantor understands and agrees that Lender may have the ability to pursue Guarantor for a judgment on the Guaranteed Obligations without having first foreclosed on the real property security for such Guaranteed Obligations, that Lender may have the ability to xxx Guarantor for a deficiency judgment on the Guaranteed Obligations after a non-judicial foreclosure sale or, regardless of any election of remedies by Lender, if the Guaranteed Obligations or any of the other indebtedness of Borrower to Lender under the Loan Documents is considered to have been provided by a vendor to a buyer and to evidence part of the purchase price for the real property security, and that Lender may be able to recover from Borrower an amount which, when combined with the fair market value of the property acquired by Lender in a foreclosure sale or the proceeds of the foreclosure sale received by Lender, might exceed the amount of the Guaranteed Obligations due and owing by Guarantor and the amounts payable under the Loan Documents. (f) [Intentionally Omitted]. Notwithstanding the foregoingforegoing or any provisions of Section 2(c) hereof, nothing contained in this Section Guaranty shall in any way be deemed to imply that California law or any other state’s law other than the law of the State of New York shall govern this Guaranty or any of the Loan Documents in any respect, except as may be expressly set forth therein, including with respect to the exercise of Lender’s remedies under the Loan Documents. (d) This Guaranty amends and restates the Original Guaranty in its entirety but does not constitute a novation thereof. Notwithstanding anything stated to the contrary in this Guaranty, this Guaranty shall not amend and restate the Original Guaranty until and unless, and not be effective until, the Release Effective Date, and shall not until the Release Effective Date, impair, effect, or limit any of the rights of Lender, or any of the obligations of Guarantor, under the Original Guaranty.

Impairment of Subrogation Rights; Waivers of Rights Under the Anti-Deficiency Rules. Without limiting any of the other waivers and provisions set forth in this Guaranty, Guarantor hereby irrevocably and unconditionally waives all rights and defenses that Guarantor may have because the Indebtedness or the Guaranteed Obligations are secured in whole or in part by real property, including, without limitation, any rights or defenses that Guarantor may have or be entitled to assert based on or arising out of any one or more of California Code of Civil Procedure Sections 580a, 580b, 580d or 726 or California Civil Code Section 2848. This means, among other things that: (a) Guarantor hereby agrees that upon the occurrence and during the continuation continuance of an Event of DefaultDefault under the Loan Documents, Lender in its sole discretion, without prior notice to or consent of Guarantor, may elect to (i) foreclose either nonjudicially or judicially or nonjudicially against any real or personal property collateral or security (including, without limitation, the Mortgaged Property) it holds for all the obligations evidenced by the Note or any part of the Indebtedness or the Guaranteed Obligations, or any part thereof, (ii) accept an any transfer or assignment of any such collateral or security in-in lieu of foreclosure, or (iii) compromise or adjust any part of such obligations, or (iv) make any other accommodation with Borrower or Guarantor, or exercise any other remedy against Borrower, Guarantor Borrower or any collateral or security. No such action by Lender will release or limit the liability of Guarantor to Lender, who shall remain liable under this Guaranty after any such the action, even if the effect of any such that action is to deprive Guarantor of the right to collect reimbursement from Borrower or any other Person person for any sums paid to Lender or of its Guarantor's rights of subrogation, contribution contribution, or indemnity against Borrower or any other Personperson. Without limiting the foregoing, Guarantor hereby waives all rights it is understood and defenses arising out agreed that on any foreclosure or assignment in lieu of an election foreclosure of remedies any collateral or security held by Lender, even though such an election security will no longer exist and that any right that Guarantor might otherwise have, on full payment of remediesthe Guaranteed Obligations by Guarantor to Lender, to participate in any such as nonjudicial foreclosure security or to be subrogated to any rights of Lender with respect to any such security will be nonexistent; nor shall Guarantor be deemed to have any right, title, interest or claim under any circumstances in or to any real or personal property held by Lender or any third party following any foreclosure or assignment in lieu of foreclosure of any such security. (b) Guarantor understands and acknowledges that if Lender forecloses judicially or nonjudicially against any real property security for any of the Guaranteed ObligationsBorrower's obligations, has impaired such foreclosure could impair or destroyed destroy any right or ability that Guarantor may have to seek reimbursement, contribution, or indemnification for any amounts paid by Guarantor under this Guaranty, by the operation of Section 580d of the California Code of Civil Procedure. Guarantor further understands and acknowledges that in the absence of this waiver such potential impairment or destruction of Guarantor’s rights, if any, may entitle Guarantor to assert a defense to this Guaranty based on California Code of Civil Procedure Section 580d as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40, 71 Cal. Xxxx. 00 (1968), on the grounds, among others, that Lender should be estopped from pursuing Guarantor because Lender’s election to foreclose may have impaired or destroyed such subrogation, reimbursement, contribution, or indemnification rights of Guarantor. By execution of this Guaranty, Guarantor hereby intentionally, freely, irrevocably, and unconditionally waives and relinquishes any such defense and agrees that (i) Guarantor will be liable under this Guaranty even though Lender has foreclosed judicially or nonjudicially against any real or personal property collateral or security for Borrower’s obligations, (ii) Guarantor will not assert any such defense in any action or proceeding which Lender may begin to enforce this Guaranty and (iii) Guarantor shall in no event be deemed to have any right, title, interest or claim under any circumstance in or to any real or personal property held by Lender or any third party following any foreclosure or assignment-in-lieu thereof of any such collateral or security. (bc) Without limiting the foregoing, Guarantor waives, to the fullest extent permitted by applicable law, all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, may adversely affect Guarantor's rights of subrogation and reimbursement against Borrower. (d) Guarantor hereby intentionally, freely, irrevocably and unconditionally waives and relinquishes relinquishes, to the fullest extent permitted by applicable law, all rights which may be available to Guarantor it under any provision of California applicable law or under any California judicial decision, including, without limitation, Sections 580a and 726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or other judgment which may be obtained against Guarantor under this Guaranty to not more than the amount by which the unpaid Guaranteed Obligations, Obligations plus all other Indebtedness indebtedness due from Borrower under the Loan Documents, Documents exceeds the fair market value or fair value of any real or personal property securing such obligations, said obligations and any other Indebtedness indebtedness due from Borrower under the Loan Documents Documents, including, without limitation, all rights to an appraisement of, judicial or other hearing on, or other determination of the value of such said property. Guarantor understands acknowledges and agrees that, as a result of the waiver of the foregoing rights, privileges, benefits and defenses, and without limiting the effect of the foregoing waiver, (i) Lender may have the ability to pursue Guarantor or any other guarantor for a judgment on the Guaranteed Obligations without having first foreclosed on the real or personal property collateral or security for all or any part of the Indebtedness or the Guaranteed Obligations, (ii) Lender may have the ability to xxx Guarantor or any other guarantor for a deficiency judgment on the Indebtedness or the Guaranteed Obligations after a non-judicial foreclosure sale or, regardless of any election of remedies by Lender, if the Guaranteed Obligations or any of the other Indebtedness of Borrower to Lender under the Loan Documents is considered to have been provided by a vendor to a buyer and to evidence part of the purchase price for the real or personal property collateral or security and (iii) Lender may be entitled to recover from Guarantor an amount which, when combined with the value of any real or personal property foreclosed upon by Lender (or the proceeds of the sale of which have been received by Lender) and any sums collected by Lender from Borrower or other PersonPersons, might exceed the amount of the Guaranteed Obligations, Obligations plus all other Indebtedness indebtedness due from Borrower under the Loan Documents. (e) Guarantor understands and agrees that Lender may have the ability to pursue Guarantor for a judgment on the Guaranteed Obligations without having first foreclosed on the real property security for such Guaranteed Obligations, that Lender may have the ability to sue Guarantor for a deficiency judgment on the Guaranteed Obligationx xfter a non-judicial foreclosure sale or, regardless of any election of remedies by Lender, if the Guaranteed Obligations or any of the other indebtedness of Borrower to Lender under the Loan Documents is considered to have been provided by a vendor to a buyer and to evidence part of the purchase price for the real property security, and that Lender may be able to recover from Borrower an amount which, when combined with the fair market value of the property acquired by Lender in a foreclosure sale or the proceeds of the foreclosure sale received by Lender, might exceed the amount of the Guaranteed Obligations due and owing by Guarantor and the amounts payable under the Loan Documents. (f) Without limiting any of the other waivers and provisions set forth in this Guaranty, Guarantor waives all rights and defenses that Guarantor may have because Borrower's debt is secured by real property; this means, among other things: (a) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower; (b) the amount of the Guaranteed Obligations 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; (c) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the indebtedness evidenced by the Note is secured by real property. Notwithstanding the foregoingforegoing or any provisions of Section 12(a) hereof, nothing contained in this Section Guaranty shall in any way be deemed to imply that California law or any other state’s 's law other than the law of the State of New York shall govern this Guaranty or any of the Loan Documents in any respect, except as may be expressly set forth therein, including with respect to the exercise of Lender’s 's remedies under the Loan Documents. (d) This Guaranty amends and restates the Original Guaranty in its entirety but does not constitute a novation thereof. Notwithstanding anything stated any other provision herein to the contrary contrary, upon the indefeasible payment in this Guaranty, this Guaranty shall not amend and restate the Original Guaranty until and unless, and not be effective until, the Release Effective Date, and shall not until the Release Effective Date, impair, effect, or limit any full of the Note, Guarantor shall have all rights of Lender, subrogation available at law or any of the obligations of Guarantor, under the Original Guarantyin equity.

Impairment of Subrogation Rights; Waivers of Rights Under the Anti-Deficiency Rules. Without limiting any of the other waivers and provisions set forth in this Guaranty, Guarantor hereby irrevocably and unconditionally waives all rights and defenses that Guarantor may have because the Indebtedness or the Guaranteed Obligations are is secured in whole or in part by real property, including, without limitation, any rights or defenses that Guarantor may have or be entitled to assert based on or arising out of any one or more of California Code of Civil Procedure Sections 580a, 580b, 580d or 726 or California Civil Code Section 2848. This means, among other things that: (a) Guarantor hereby agrees that upon the occurrence and during the continuation of an Event of Default, Lender may elect to foreclose either judicially or nonjudicially against any real or personal property collateral or security it holds for all or any part of the Indebtedness or the Guaranteed Obligations, or accept an assignment of any such collateral or security in-lieu of foreclosure, or compromise or adjust any part of such obligations, or make any other accommodation with Borrower or Guarantor, or exercise any other remedy against Borrower, Guarantor or any collateral or security. No such action by Lender will release or limit the liability of Guarantor to Lender, who shall remain liable under this Guaranty after any such action, even if the effect of any such action is to deprive Guarantor of the right to collect reimbursement from Borrower or any other Person for any sums paid to Lender or of its rights of subrogation, contribution or indemnity against Borrower or any other Person. Without limiting the foregoing, Guarantor hereby waives all rights and defenses arising out of an election of remedies by Lender, even though such an election of remedies, such as nonjudicial foreclosure with respect to security for any of the Guaranteed Obligations, has impaired or destroyed any right or ability that Guarantor may have to seek reimbursement, contribution, or indemnification for any amounts paid by Guarantor under this Guaranty, by the operation of Section 580d of the California Code of Civil Procedure. Guarantor further understands and acknowledges that in the absence of this waiver such potential impairment or destruction of Guarantor’s rights, if any, may entitle Guarantor to assert a defense to this Guaranty based on California Code of Civil Procedure Section 580d as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40, 71 Cal. Xxxx. 00 (1968), on the grounds, among others, that Lender should be estopped from pursuing Guarantor because Lender’s election to foreclose may have impaired or destroyed such subrogation, reimbursement, contribution, or indemnification rights of Guarantor. By execution of this Guaranty, Guarantor hereby intentionally, freely, irrevocably, and unconditionally waives and relinquishes relinquishes, to the extent permitted by applicable law, any such defense and agrees that (i) Guarantor will be liable under this Guaranty even though Lender has foreclosed judicially or nonjudicially against any real or personal property collateral or security for Borrower’s obligations, (ii) Guarantor will not assert any such defense in any action or proceeding which Lender may begin to enforce this Guaranty and (iii) Guarantor shall in no event be deemed to have any right, title, interest or claim under any circumstance in or to any real or personal property held by Lender or any third party following any foreclosure or assignment-in-lieu thereof of any such collateral or security. (b) Guarantor hereby intentionally, freely, irrevocably and unconditionally waives and relinquishes all rights which may be available to Guarantor under any provision of California law or under any California judicial decision, including, without limitation, Sections 580a and 726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or other judgment which may be obtained against Guarantor under this Guaranty to not more than the amount by which the unpaid Guaranteed Obligations, plus all other Indebtedness due from Borrower under the Loan Documents, exceeds the fair market value or fair value of any real or personal property securing such obligations, obligations and any other Indebtedness due from Borrower under the Loan Documents Documents, including, without limitation, all rights to an appraisement of, judicial or other hearing on, or other determination of the value of such property. Guarantor understands and agrees that, as a result of the waiver of the foregoing rights, privileges, benefits and defenses, and without limiting the effect of the foregoing waiver, (i) Lender may have the ability to pursue Guarantor or any other guarantor for a judgment on the Guaranteed Obligations without having first foreclosed on the real or personal property collateral or security for all or any part of the Indebtedness or the Guaranteed Obligations, (ii) Lender may have the ability to xxx Guarantor or any other guarantor for a deficiency judgment on the Indebtedness or the Guaranteed Obligations after a non-judicial foreclosure sale or, regardless of any election of remedies by Lender, if the Guaranteed Obligations or any of the other Indebtedness of Borrower to Lender under the Loan Documents is considered to have been provided by a vendor to a buyer and to evidence part of the purchase price for the real or personal property collateral or security and (iii) Lender may be entitled to recover from Guarantor an amount which, when combined with the value of any real or personal property foreclosed upon by Lender (or the proceeds of the sale of which have been received by Lender) and any sums collected by Lender from Borrower or other Person, might exceed the amount of the Guaranteed Obligations, Obligations plus all other Indebtedness due from Borrower under the Loan Documents. (c) Notwithstanding the foregoing, nothing contained in this Section shall in any way be deemed to imply that California law or any other state’s law other than New York shall govern this Guaranty or any of the Loan Documents in any respect, except as may be expressly set forth therein, including with respect to the exercise of Lender’s remedies under the Loan Documents. (d) This Guaranty amends and restates the Original Guaranty in its entirety but does not constitute a novation thereof. Notwithstanding anything stated to the contrary in this GuarantyAgreement, this Guaranty under no circumstances shall not amend and restate the Original Guaranty until and unless, and not be effective until, members or partners (direct or indirect) in Guarantor have any liability for the Release Effective Date, and shall not until the Release Effective Date, impair, effect, or limit any of the rights of Lender, or any of the obligations payment and/or performance of Guarantor, under the Original Guaranty’s obligations hereunder.

Impairment of Subrogation Rights; Waivers of Rights Under the Anti-Deficiency Rules. Without limiting any of the other waivers and provisions set forth in this Guaranty, Guarantor hereby irrevocably and unconditionally waives all rights and defenses that Guarantor may have because the Indebtedness or the Guaranteed Obligations are is secured in whole or in part by real property, including, without limitation, including any rights or defenses that Guarantor may have or be entitled to assert based on or arising out of any one or more of California Code of Civil Procedure Sections 580a, 580b, 580d or 726 or California Civil Code Section 2848. This means, among other things that: (a) Guarantor hereby agrees that upon the occurrence and during the continuation of an Event of Default, Lender may elect to foreclose either judicially or nonjudicially against any real or personal property collateral or security it holds for all or any part of the Indebtedness or the Guaranteed Obligations, or accept an assignment of any such collateral or security in-lieu of foreclosure, or compromise or adjust any part of such obligations, or make any other accommodation with Borrower or Guarantor, or exercise any other remedy against Borrower, Guarantor or any collateral or security. No such action by Lender will release or limit the liability of Guarantor to Lender, who shall remain liable under this Guaranty after any such action, even if the effect of any such action is to deprive Guarantor of the right to collect reimbursement from Borrower or any other Person for any sums paid to Lender or of its rights of subrogation, contribution or indemnity against Borrower or any other Person. Without limiting the foregoing, Guarantor hereby waives all rights and defenses arising out of an election of remedies by Lender, even though such an election of remedies, such as nonjudicial foreclosure with respect to security for any of the Guaranteed Obligations, has impaired or destroyed any right or ability that Guarantor may have to seek reimbursement, contribution, or indemnification for any amounts paid by Guarantor under this Guaranty, by the operation of Section 580d of the California Code of Civil Procedure. Guarantor further understands and acknowledges that in the absence of this waiver such potential impairment or destruction of Guarantor’s rights, if any, may entitle Guarantor to assert a defense to this Guaranty based on California Code of Civil Procedure Section 580d as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40, 71 Cal. Xxxx. 00 (1968), on the grounds, among others, that Lender should be estopped from pursuing Guarantor because Lender’s election to foreclose may have impaired or destroyed such subrogation, reimbursement, contribution, or indemnification rights of Guarantor. By execution of this Guaranty, Guarantor hereby intentionally, freely, irrevocably, and unconditionally waives and relinquishes any such defense and agrees that (i) Guarantor will be liable under this Guaranty even though Lender has foreclosed judicially or nonjudicially against any real or personal property collateral or security for Borrower’s obligations, (ii) Guarantor will not assert any such defense in any action or proceeding which that Lender may begin to enforce this Guaranty and (iii) Guarantor shall in no event be deemed to have any right, title, interest or claim under any circumstance in or to any real or personal property held by Lender or any third party following any foreclosure or assignment-in-lieu thereof of any such collateral or security. (b) Guarantor hereby intentionally, freely, irrevocably and unconditionally waives and relinquishes all rights which that may be available to Guarantor under any provision of California law or under any California judicial decision, including, without limitation, including Sections 580a and 726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or other judgment which that may be obtained against Guarantor under this Guaranty to not more than the amount by which the unpaid Guaranteed Obligations, plus all other Indebtedness due from Borrower under the Loan Documents, exceeds the fair market value or fair value of any real or personal property securing such obligations, obligations and any other Indebtedness due from Borrower under the Loan Documents includingDocuments, without limitation, including all rights to an appraisement of, judicial or other hearing on, or other determination of the value of such property. Guarantor understands and agrees that, as a result of the waiver of the foregoing rights, privileges, benefits and defenses, and without limiting the effect of the foregoing waiver, (i) Lender may have the ability to pursue Guarantor or any other guarantor for a judgment on the Guaranteed Obligations without having first foreclosed on the real or personal property collateral or security for all or any part of the Indebtedness or the Guaranteed Obligations, (ii) Lender may have the ability to xxx Guarantor or any other guarantor for a deficiency judgment on the Indebtedness or the Guaranteed Obligations after a non-judicial foreclosure sale or, regardless of any election of remedies by Lender, if the Guaranteed Obligations or any of the other Indebtedness of Borrower to Lender under the Loan Documents is considered to have been provided by a vendor to a buyer and to evidence part of the purchase price for the real or personal property collateral or security and (iii) Lender may be entitled to recover from Guarantor an amount whichthat, when combined with the value of any real or personal property foreclosed upon by Lender (or the proceeds of the sale of which have been received by Lender) and any sums collected by Lender from Borrower or other Person, might exceed the amount of the Guaranteed Obligations, Obligations plus all other Indebtedness due from Borrower under the Loan Documents. (c) Notwithstanding the foregoing, nothing contained in this Section shall in any way be deemed to imply that California law or any other state’s law other than New York shall govern this Guaranty or any of the Loan Documents in any respect, except as may be expressly set forth therein, including with respect to the exercise of Lender’s remedies under the Loan Documents. (d) This Guaranty amends and restates the Original Guaranty in its entirety but does not constitute a novation thereof. Notwithstanding anything stated to the contrary in this Guaranty, this Guaranty shall not amend and restate the Original Guaranty until and unless, and not be effective until, the Release Effective Date, and shall not until the Release Effective Date, impair, effect, or limit any of the rights of Lender, or any of the obligations of Guarantor, under the Original Guaranty.

Impairment of Subrogation Rights; Waivers of Rights Under the Anti-Deficiency Rules. Without limiting any of the other waivers and provisions set forth in this Guaranty, Guarantor hereby irrevocably and unconditionally waives all rights and defenses that Guarantor may have because the Indebtedness or the Guaranteed Obligations are secured in whole or in part by real property, including, without limitation, any rights or defenses that Guarantor may have or be entitled to assert based on or arising out of any one or more of California Code of Civil Procedure Sections 580a, 580b, 580d or 726 or California Civil Code Section 2848. This means, among other things that: (a) Guarantor hereby agrees that upon the occurrence and during the continuation continuance of an Event of DefaultDefault under the Loan Documents, the Lender in its sole discretion, without prior notice to or consent of Guarantor, may elect to (i) foreclose either nonjudicially or judicially or nonjudicially against any real or personal property collateral or security (including, without limitation, the Mortgaged Property) it holds for all the obligations evidenced by the Note or any part of the Indebtedness or the Guaranteed Obligations, or any part thereof, (ii) accept an any transfer or assignment of any such collateral or security in-in lieu of foreclosure, or (iii) compromise or adjust any part of such obligations, or (iv) make any other accommodation with Borrower or Guarantor, or exercise any other remedy against Borrower, Guarantor Borrower or any collateral or security. No such action by the Lender will release or limit the liability of Guarantor to the Lender, who shall remain liable under this Guaranty after any such the action, even if the effect of any such that action is to deprive Guarantor of the right to collect reimbursement from Borrower or any other Person person for any sums paid to the Lender or of its Guarantor’s rights of subrogation, contribution contribution, or indemnity against Borrower or any other Personperson. Without limiting the foregoing, Guarantor hereby waives all rights it is understood and defenses arising out agreed that on any foreclosure or assignment in lieu of an election foreclosure of remedies any collateral or security held by the Lender, even though such an election security will no longer exist and that any right that Guarantor might otherwise have, on full payment of remediesthe Guaranteed Obligations by Guarantor to the Lender, to participate in any such as nonjudicial foreclosure security or to be subrogated to any rights of the Lender with respect to any such security will be nonexistent; nor shall Guarantor be deemed to have any right, title, interest or claim under any circumstances in or to any real or personal property held by the Lender or any third party following any foreclosure or assignment in lieu of foreclosure of any such security. (b) Guarantor understands and acknowledges that if the Lender forecloses judicially or nonjudicially against any real property security for any of the Guaranteed ObligationsBorrower’s obligations, has impaired such foreclosure could impair or destroyed destroy any right or ability that Guarantor may have to seek reimbursement, contribution, or indemnification for any amounts paid by Guarantor under this Guaranty, by the operation of Section 580d of the California Code of Civil Procedure. Guarantor further understands and acknowledges that in the absence of this waiver such potential impairment or destruction of Guarantor’s rights, if any, may entitle Guarantor to assert a defense to this Guaranty based on California Code of Civil Procedure Section 580d as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40, 71 Cal. Xxxx. 00 (1968), on the grounds, among others, that Lender should be estopped from pursuing Guarantor because Lender’s election to foreclose may have impaired or destroyed such subrogation, reimbursement, contribution, or indemnification rights of Guarantor. By execution of this Guaranty, Guarantor hereby intentionally, freely, irrevocably, and unconditionally waives and relinquishes any such defense and agrees that (i) Guarantor will be liable under this Guaranty even though Lender has foreclosed judicially or nonjudicially against any real or personal property collateral or security for Borrower’s obligations, (ii) Guarantor will not assert any such defense in any action or proceeding which Lender may begin to enforce this Guaranty and (iii) Guarantor shall in no event be deemed to have any right, title, interest or claim under any circumstance in or to any real or personal property held by Lender or any third party following any foreclosure or assignment-in-lieu thereof of any such collateral or security. (bc) Without limiting the foregoing, Guarantor waives, to the fullest extent permitted by applicable law, all rights and defenses arising out of an election of remedies by the Lender, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a guaranteed obligation, may adversely affect Guarantor’s rights of subrogation and reimbursement against Borrower. (d) Guarantor hereby intentionally, freely, irrevocably and unconditionally waives and relinquishes relinquishes, to the fullest extent permitted by applicable law, all rights which may be available to Guarantor it under any provision of California applicable law or under any California judicial decision, including, without limitation, Sections 580a and 726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or other judgment which may be obtained against Guarantor under this Guaranty to not more than the amount by which the unpaid Guaranteed Obligations, Obligations plus all other Indebtedness indebtedness due from Borrower under the Loan Documents, Documents exceeds the fair market value or fair value of any real or personal property securing such obligations, said obligations and any other Indebtedness indebtedness due from Borrower under the Loan Documents Documents, including, without limitation, all rights to an appraisement of, judicial or other hearing on, or other determination of the value of such said property. Guarantor understands acknowledges and agrees that, as a result of the waiver of the foregoing rights, privileges, benefits and defenses, and without limiting the effect of the foregoing waiver, the Lender may be entitled to recover from Guarantor an amount which, when combined with the value of any real or personal property foreclosed upon by the Lender (ior the proceeds of the sale of which have been received by the Lender) and any sums collected by the Lender from Borrower or other Persons, might exceed the amount of the Guaranteed Obligations plus all other indebtedness due from Borrower under the Loan Documents. (e) Guarantor understands and agrees that the Lender may have the ability to pursue Guarantor or any other guarantor for a judgment on the Guaranteed Obligations without having first foreclosed on the real or personal property collateral or security for all or any part of the Indebtedness or the such Guaranteed Obligations, (ii) that the Lender may have the ability to xxx Guarantor or any other guarantor for a deficiency judgment on the Indebtedness or the Guaranteed Obligations after a non-judicial foreclosure sale or, regardless of any election of remedies by the Lender, if the Guaranteed Obligations or any of the other Indebtedness indebtedness of Borrower to the Lender under the Loan Documents is considered to have been provided by a vendor to a buyer and to evidence part of the purchase price for the real or personal property collateral or security security, and (iii) that the Lender may be entitled able to recover from Guarantor Borrower an amount which, when combined with the fair market value of any real or personal the property foreclosed upon acquired by the Lender (in a foreclosure sale or the proceeds of the foreclosure sale of which have been received by the Lender) and any sums collected by Lender from Borrower or other Person, might exceed the amount of the Guaranteed Obligations, plus all other Indebtedness Obligations due from Borrower and owing by Guarantor and the amounts payable under the Loan Documents. (f) Without limiting any of the other waivers and provisions set forth in this Guaranty, Guarantor waives all rights and defenses that Guarantor may have because Borrower’s debt is secured by real property; this means, among other things: (a) the Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower; (b) the amount of the Guaranteed Obligations 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; (c) the Lender may collect from Guarantor even if the Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the indebtedness evidenced by the Note is secured by real property. Notwithstanding the foregoingforegoing or any provisions of Section 11(a) hereof, nothing contained in this Section Guaranty shall in any way be deemed to imply that California law or any other state’s law other than the law of the State of New York shall govern this Guaranty or any of the Loan Documents in any respect, except as may be expressly set forth therein, including with respect to the exercise of the Lender’s remedies under the Loan Documents. (d) This Guaranty amends and restates the Original Guaranty in its entirety but does not constitute a novation thereof. Notwithstanding anything stated any other provision herein to the contrary contrary, upon the indefeasible payment in this Guaranty, this Guaranty shall not amend and restate the Original Guaranty until and unless, and not be effective until, the Release Effective Date, and shall not until the Release Effective Date, impair, effect, or limit any full of the Note, Guarantor shall have all rights of Lender, subrogation available at law or any of the obligations of Guarantor, under the Original Guarantyin equity.

Impairment of Subrogation Rights; Waivers of Rights Under the Anti-Deficiency Rules. Without limiting any of the other waivers and provisions set forth in this Guaranty, Guarantor hereby irrevocably and unconditionally waives all rights and defenses that Guarantor may have because the Indebtedness or the Guaranteed Obligations are is secured in whole or in part by real property, including, without limitation, including any rights or defenses that Guarantor may have or be entitled to assert based on or arising out of any one or more of California Code of Civil Procedure Sections 580a, 580b, 580d or 726 or California Civil Code Section 2848. This means, among other things that: (a) Guarantor hereby agrees that upon the occurrence and during the continuation of an Event of Default, Lender may elect to foreclose either judicially or nonjudicially against any real or personal property collateral or security it holds for all or any part of the Indebtedness or the Guaranteed Obligations, or accept an assignment of any such collateral or security in-lieu of foreclosure, or compromise or adjust any part of such obligations, or make any other accommodation with Borrower or Guarantor, or exercise any other remedy against Borrower, Guarantor or any collateral or security. No such action by Lender will release or limit the liability of Guarantor to Lender, who shall remain liable under this Guaranty after any such action, even if the effect of any such action is to deprive Guarantor of the right to collect reimbursement from Borrower or any other Person for any sums paid to Lender or of its rights of subrogation, contribution or indemnity against Borrower or any other Person. Without limiting the foregoing, Guarantor hereby waives all rights and defenses arising out of an election of remedies by Lender, even though such an election of remedies, such as nonjudicial foreclosure with respect to security for any of the Guaranteed Obligations, has impaired or destroyed any right or ability that Guarantor may have to seek reimbursement, contribution, or indemnification for any amounts paid by Guarantor under this Guaranty, by the operation of Section 580d of the California Code of Civil Procedure. Guarantor further understands and acknowledges that in the absence of this waiver such potential impairment or destruction of Guarantor’s rights, if any, may entitle Guarantor to assert a defense to this Guaranty based on California Code of Civil Procedure Section 580d as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40, 71 Cal. Xxxx. 00 (1968), on the grounds, among others, that Lender should be estopped from pursuing Guarantor because Lender’s election to foreclose may have impaired or destroyed such subrogation, reimbursement, contribution, or indemnification rights of Guarantor. By execution of this Guaranty, Guarantor hereby intentionally, freely, irrevocably, and unconditionally waives and relinquishes any such defense and agrees that (i) Guarantor will be liable under this Guaranty even though Lender has foreclosed judicially or nonjudicially against any real or personal property collateral or security for Borrower’s obligations, (ii) Guarantor will not assert any such defense in any action or proceeding which that Lender may begin to enforce this Guaranty and (iii) Guarantor shall in no event be deemed to have any right, title, interest or claim under any circumstance in or to any real or personal property held by Lender or any third party following any foreclosure or assignment-in-lieu thereof of any such collateral or security. (ba) Guarantor hereby intentionally, freely, irrevocably and unconditionally waives and relinquishes all rights which that may be available to Guarantor under any provision of California law or under any California judicial decision, including, without limitation, including Sections 580a and 726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or other judgment which that may be obtained against Guarantor under this Guaranty to not more than the amount by which the unpaid Guaranteed Obligations, plus all other Indebtedness due from Borrower under the Loan Documents, exceeds the fair market value or fair value of any real or personal property securing such obligations, obligations and any other Indebtedness due from Borrower under the Loan Documents includingDocuments, without limitation, including all rights to an appraisement of, judicial or other hearing on, or other determination of the value of such property. Guarantor understands and agrees that, as a result of the waiver of the foregoing rights, privileges, benefits and defenses, and without limiting the effect of the foregoing waiver, (i) Lender may have the ability to pursue Guarantor or any other guarantor for a judgment on the Guaranteed Obligations without having first foreclosed on the real or personal property collateral or security for all or any part of the Indebtedness or the Guaranteed Obligations, (ii) Lender may have the ability to xxx Guarantor or any other guarantor for a deficiency judgment on the Indebtedness or the Guaranteed Obligations after a non-judicial foreclosure sale or, regardless of any election of remedies by Lender, if the Guaranteed Obligations or any of the other Indebtedness of Borrower to Lender under the Loan Documents is considered to have been provided by a vendor to a buyer and to evidence part of the purchase price for the real or personal property collateral or security and (iii) Lender may be entitled to recover from Guarantor an amount whichthat, when combined with the value of any real or personal property foreclosed upon by Lender (or the proceeds of the sale of which have been received by Lender) and any sums collected by Lender from Borrower or other Person, might exceed the amount of the Guaranteed Obligations, Obligations plus all other Indebtedness due from Borrower under the Loan Documents. (cb) Notwithstanding the foregoing, nothing contained in this Section shall in any way be deemed to imply that California law or any other state’s law other than New York shall govern this Guaranty or any of the Loan Documents in any respect, except as may be expressly set forth therein, including with respect to the exercise of Lender’s remedies under the Loan Documents. (d) This Guaranty amends and restates the Original Guaranty in its entirety but does not constitute a novation thereof. Notwithstanding anything stated to the contrary in this Guaranty, this Guaranty shall not amend and restate the Original Guaranty until and unless, and not be effective until, the Release Effective Date, and shall not until the Release Effective Date, impair, effect, or limit any of the rights of Lender, or any of the obligations of Guarantor, under the Original Guaranty.

Impairment of Subrogation Rights; Waivers of Rights Under the Anti-Deficiency Rules. Without limiting any of the other waivers and provisions set forth in this Guaranty, Guarantor hereby irrevocably and unconditionally waives all rights and defenses that Guarantor may have because the Indebtedness or the Guaranteed Obligations are is secured in whole or in part by real property, including, without limitation, any rights or defenses that Guarantor may have or be entitled to assert based on or arising out of any one or more of California Code of Civil Procedure Sections 580a, 580b, 580d or 726 or California Civil Code Section 2848. This means, among other things that: (a) Guarantor hereby agrees that upon the occurrence and during the continuation of an Event of Default, Lender may elect to foreclose either judicially or nonjudicially against any real or personal property collateral or security it holds for all or any part of the Indebtedness or the Guaranteed Obligations, or accept an assignment of any such collateral or security in-lieu of foreclosure, or compromise or adjust any part of such obligations, or make any other accommodation with Borrower or Guarantor, or exercise any other remedy against Borrower, Guarantor or any collateral or security. No such action by Lender will release or limit the liability of Guarantor to Lender, who shall remain liable under this Guaranty after any such action, even if the effect of any such action is to deprive Guarantor of the right to collect reimbursement from Borrower or any other Person for any sums paid to Lender or of its rights of subrogation, contribution or indemnity against Borrower or any other Person. Without limiting the foregoing, Guarantor hereby waives all rights and defenses arising out of an election of remedies by Lender, even though such an election of remedies, such as nonjudicial foreclosure with respect to security for any of the Guaranteed Obligations, has impaired or destroyed any right or ability that Guarantor may have to seek reimbursement, contribution, or indemnification for any amounts paid by Guarantor under this Guaranty, by the operation of Section 580d of the California Code of Civil Procedure. Guarantor further understands and acknowledges that in the absence of this waiver such potential impairment or destruction of Guarantor’s rights, if any, may entitle Guarantor to assert a defense to this Guaranty based on California Code of Civil Procedure Section 580d as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40, 71 Cal. Xxxx. 00 (1968), on the grounds, among others, that Lender should be estopped from pursuing Guarantor because Lender’s election to foreclose may have impaired or destroyed such subrogation, reimbursement, contribution, or indemnification rights of Guarantor. By execution of this Guaranty, Guarantor hereby intentionally, freely, irrevocably, and unconditionally waives and relinquishes any such defense and agrees that (i) Guarantor will be liable under this Guaranty even though Lender has foreclosed judicially or nonjudicially against any real or personal property collateral or security for Borrower’s obligations, (ii) Guarantor will not assert any such defense in any action or proceeding which Lender may begin to enforce this Guaranty and (iii) Guarantor shall in no event be deemed to have any right, title, interest or claim under any circumstance in or to any real or personal property held by Lender or any third party following any foreclosure or assignment-in-lieu thereof of any such collateral or security. (b) Guarantor hereby intentionally, freely, irrevocably and unconditionally waives and relinquishes relinquishes, to the extent permitted by applicable law, all rights which may be available to Guarantor under any provision of California law or under any California judicial decision, including, without limitation, Sections 580a and 726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or other judgment which may be obtained against Guarantor under this Guaranty to not more than the amount by which the unpaid Guaranteed Obligations, plus all other Indebtedness due from Borrower under the Loan Documents, exceeds the fair market value or fair value of any real or personal property securing such obligations, obligations and any other Indebtedness due from Borrower under the Loan Documents Documents, including, without limitation, all rights to an appraisement of, judicial or other hearing on, or other determination of the value of such property. Guarantor understands and agrees that, as a result of the waiver of the foregoing rights, privileges, benefits and defenses, and without limiting the effect of the foregoing waiver, (i) Lender may have the ability to pursue Guarantor or any other guarantor for a judgment on the Guaranteed Obligations without having first foreclosed on the real or personal property collateral or security for all or any part of the Indebtedness or the Guaranteed Obligations, (ii) Lender may have the ability to xxx Guarantor or any other guarantor for a deficiency judgment on the Indebtedness or the Guaranteed Obligations after a non-judicial foreclosure sale or, regardless of any election of remedies by Lender, if the Guaranteed Obligations or any of the other Indebtedness of Borrower to Lender under the Loan Documents is considered to have been provided by a vendor to a buyer and to evidence part of the purchase price for the real or personal property collateral or security and (iii) Lender may be entitled to recover from Guarantor an amount which, when combined with the value of any real or personal property foreclosed upon by Lender (or the proceeds of the sale of which have been received by Lender) and any sums collected by Lender from Borrower or other Person, might exceed the amount of the Guaranteed Obligations, Obligations plus all other Indebtedness due from Borrower under the Loan Documents. (c) Notwithstanding the foregoing, nothing contained in this Section shall in any way be deemed to imply that California law or any other state’s law other than New York shall govern this Guaranty or any of the Loan Documents in any respect, except as may be expressly set forth therein, including with respect to the exercise of Lender’s remedies under the Loan Documents. (d) This Guaranty amends and restates the Original Guaranty in its entirety but does not constitute a novation thereof. Notwithstanding anything stated to the contrary in this GuarantyAgreement, this Guaranty under no circumstances shall not amend and restate the Original Guaranty until and unless, and not be effective until, members or partners (direct or indirect) in Guarantor have any liability for the Release Effective Date, and shall not until the Release Effective Date, impair, effect, or limit any of the rights of Lender, or any of the obligations payment and/or performance of Guarantor, under the Original Guaranty’s obligations hereunder.

Impairment of Subrogation Rights; Waivers of Rights Under the Anti-Deficiency Rules. Without limiting any of the other waivers and provisions set forth in this Guaranty, Guarantor hereby irrevocably and unconditionally waives all rights and defenses that Guarantor may have because the Indebtedness or the Guaranteed Obligations are secured in whole or in part by real property, including, without limitation, any rights or defenses that Guarantor may have or be entitled to assert based on or arising out of any one or more of California Code of Civil Procedure Sections 580a, 580b, 580d or 726 or California Civil Code Section 2848. This means, among other things that: (a) Guarantor hereby agrees that upon the occurrence and during the continuation of an Event of DefaultDefault under the Transaction Documents, Lender may elect to foreclose either nonjudicially or judicially or nonjudicially against any real or personal property collateral Collateral or security (including, without limitation, the Mortgaged Property) it holds for all the Indebtedness and Obligations evidenced by the Note or any Guaranteed Obligations, or any part of the Indebtedness or the Guaranteed Obligationsthereof, or accept an assignment of any such collateral Collateral or security in-in lieu of foreclosure, or compromise or adjust any part of such obligationsObligations, or make any other accommodation with Borrower or Guarantor, or exercise any other remedy against Borrower, Guarantor Borrower or any collateral Collateral or security. No such action by Lender will release or limit the liability of Guarantor to Lender, who and Guarantor shall remain liable under this Guaranty after any such the action, even if the effect of any such that action is to deprive Guarantor of the right to collect reimbursement from Borrower or any other Person person for any sums paid to Lender or of its Guarantor’s rights of subrogation, contribution contribution, or indemnity against Borrower or any other Personperson. Without limiting the foregoing, Guarantor hereby waives all rights it is understood and defenses arising out agreed that on any foreclosure or assignment in lieu of an election foreclosure of remedies any Collateral or security held by Lender, even though such an election Collateral or security will no longer exist and that any right that Guarantor might otherwise have, on full payment of remediesthe Guaranteed Obligations by Guarantor to Lender, to participate in any such as nonjudicial foreclosure Collateral or security or to be subrogated to any rights of Lender with respect to any such Collateral or security will be nonexistent; nor shall Guarantor be deemed to have any right, title, interest or claim under any circumstances in or to any real or personal property held by Lender or any third party following any foreclosure or assignment in lieu of foreclosure of any such Collateral or security. (b) Guarantor understands and acknowledges that if Lender forecloses judicially or nonjudicially against any real property Collateral or security for any of the Guaranteed Borrower’s Indebtedness or Obligations, has impaired such foreclosure could impair or destroyed destroy any right or ability that Guarantor may have to seek reimbursement, contribution, or indemnification for any amounts paid by Guarantor under this Guaranty, by the operation of Section 580d of the California Code of Civil Procedure. Guarantor further understands and acknowledges that in the absence of this waiver such potential impairment or destruction of Guarantor’s rights, if any, may entitle Guarantor to assert a defense to this Guaranty based on California Code of Civil Procedure Section 580d as interpreted in Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40, 71 Cal. Xxxx. 00 (1968), on the grounds, among others, that Lender should be estopped from pursuing Guarantor because Lender’s election to foreclose may have impaired or destroyed such subrogation, reimbursement, contribution, or indemnification rights of Guarantor. By execution of this Guaranty, Guarantor hereby intentionally, freely, irrevocably, and unconditionally waives and relinquishes any such defense and agrees that (i) Guarantor will be liable under this Guaranty even though Lender has foreclosed judicially or nonjudicially against any real or personal property collateral or security for Borrower’s obligations, (ii) Guarantor will not assert any such defense in any action or proceeding which Lender may begin to enforce this Guaranty and (iii) Guarantor shall in no event be deemed to have any right, title, interest or claim under any circumstance in or to any real or personal property held by Lender or any third party following any foreclosure or assignment-in-lieu thereof of any such collateral or security. (bc) Without limiting the foregoing, Guarantor waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as nonjudicial foreclosure with respect to security for a Guaranteed Obligation, has destroyed Guarantor’s rights of subrogation and reimbursement. (d) Guarantor hereby intentionally, freely, irrevocably and unconditionally waives and relinquishes all rights which that may be available to Guarantor it under any provision of California applicable law or under any California judicial decision, including, without limitation, Sections 580a and 726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or other judgment which that may be obtained against Guarantor under this Guaranty to not more than the amount by which the unpaid Guaranteed Obligations, Obligations plus all other Indebtedness due from Borrower under the Loan Documents, Transaction Documents exceeds the fair market value or fair value of any real or personal property securing such obligations, said obligations and any other Indebtedness due from Borrower under the Loan Documents Transaction Documents, including, without limitation, all rights to an appraisement of, judicial or other hearing on, or other determination of the value of such said property. Guarantor understands acknowledges and agrees that, as a result of the waiver of the foregoing rights, privileges, benefits and defenses, and without limiting the effect of the foregoing waiver, (i) Lender may have the ability to pursue Guarantor or any other guarantor for a judgment on the Guaranteed Obligations without having first foreclosed on the real or personal property collateral or security for all or any part of the Indebtedness or the Guaranteed Obligations, (ii) Lender may have the ability to xxx Guarantor or any other guarantor for a deficiency judgment on the Indebtedness or the Guaranteed Obligations after a non-judicial foreclosure sale or, regardless of any election of remedies by Lender, if the Guaranteed Obligations or any of the other Indebtedness of Borrower to Lender under the Loan Documents is considered to have been provided by a vendor to a buyer and to evidence part of the purchase price for the real or personal property collateral or security and (iii) Lender may be entitled to recover from Guarantor an amount whichthat, when combined with the value of any real or personal property foreclosed upon by Lender (or the proceeds of the sale of which have been received by Lender) and any sums collected by Lender from Borrower or other PersonPersons, might exceed the amount of the Guaranteed Obligations, Obligations plus all other Indebtedness due from Borrower under the Loan Transaction Documents. (e) Guarantor understands and agrees that Lender may have the ability to pursue Guarantor for a judgment on the Guaranteed Obligations without having first foreclosed on the real property Collateral or security for such Guaranteed Obligations, that Lender may have the ability to xxx Guarantor for a deficiency judgment on the Guaranteed Obligations after a non-judicial foreclosure sale or, regardless of any election of remedies by Lender, if the Guaranteed Obligations or any of the other Indebtedness of Borrower to Lender under the Transaction Documents is considered to have been provided by a vendor to a buyer and to evidence part of the purchase price for the real property Collateral or security, and that Lender may be able to recover from Borrower an amount that, when combined with the fair market value of the property acquired by Lender in a foreclosure sale or the proceeds of the foreclosure sale received by Lender, might exceed the amount of the Guaranteed Obligations due and owing by Guarantor and the amounts payable under the Transaction Documents. (f) Without limiting any of the other waivers and provisions set forth in this Guaranty: Guarantor waives all rights and defenses that Guarantor may have because Borrower’s Obligations are secured by real property; this means, among other things: (a) Lender may collect from Guarantor without first foreclosing on any real or personal property Collateral pledged by Borrower; (b) the amount of the Guaranteed Obligations 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; (c) Lender may collect from Guarantor even if Lender, by foreclosing on the real property Collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because the Indebtedness evidenced by the Note is secured by real property. Guarantor waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies by Lender, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against the principal. Notwithstanding the foregoingforegoing or any provisions of Section 3(c) hereof, nothing contained in this Section Guaranty shall in any way be deemed to imply that California law or any other state’s law other than New York the law of the State of Illinois shall govern this Guaranty or any of the Loan Transaction Documents in any respect, except as may be expressly set forth therein, including with respect to the exercise of Lender’s remedies under the Loan Transaction Documents. (d) This Guaranty amends and restates the Original Guaranty in its entirety but does not constitute a novation thereof. Notwithstanding anything stated any other provision herein to the contrary contrary, upon the indefeasible payment in this Guaranty, this Guaranty shall not amend and restate the Original Guaranty until and unless, and not be effective until, the Release Effective Date, and shall not until the Release Effective Date, impair, effect, or limit any full of the Note, Guarantor shall have all rights of Lender, subrogation available at law or any of the obligations of Guarantor, under the Original Guarantyin equity.