Special California Provisions. Guarantor waives:
(a) all rights and defenses arising out of an election of remedies by Lender even though the election of remedies, such as nonjudicial foreclosure with respect to security for the Loan or any other amounts owing under the Loan Documents, has destroyed the Guarantor’s rights of subrogation and reimbursement against the Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise;
(b) all rights and defenses that Guarantor may have because any of the Borrower’s debt is secured by real property. This means, among other things: (i) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower and (ii) if Lender forecloses on any real property collateral pledged by Borrower: (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) 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;
(c) all benefits and defenses it may have under California Civil Code Section 2809 with respect to its obligations under this Guaranty and agrees that Lender’s rights under the Loan Documents will remain enforceable even if the amount secured by the Loan Documents is larger in amount and more burdensome than that for which Borrower is responsible. Except as otherwise expressly provided herein, the enforceability of this Guaranty against Guarantor shall continue until all sums due under the Loan Documents have been paid in full and shall not be limited or affected in any way by any impairment or any diminution or loss of value of any security or collateral for Borrower’s obligations under the Loan Documents, from whatever cause, the failure of any security interest in any such security or collateral or any disability or other defense of Borrower, any other guarantor of Borrower’s obligations under the Loan Documents, any other pledgor of collateral for any person’s obligations to Lender or any other person in connection with the Loan;
(d) all benefits and defenses it may have under California Civil Code Sections 2845, 2849 and 2850 with respect to its obligations under this Guaranty, including, without limitation, the right to require Lender to (A) proceed against Borrower, any other guarantor of Borrower’s obligations under the Loan Do...
Special California Provisions. Anything contained in this Stock Option Agreement or the Plan to the contrary notwithstanding, in order for the grant or exercise of this Option to be exempt from the securities laws of the State of California, the following provisions apply in the event that the Optionee is a resident of State of California: (i) the total number of shares issuable upon exercise of all outstanding Stock Incentives under the Plan plus the total number of shares issuable under any other stock option, stock bonus or similar plan of the Company shall not exceed thirty percent (30%) of the then outstanding shares of capital stock of the Company, measured on an as converted to common basis, unless a percentage higher than thirty percent (30%) is approved by at least two-thirds of the Company's outstanding capital stock; (ii) the Company hereby represents that the Exercise Price of this Option is at least 85% of the Fair Market Value of a share of Common Stock (110% of Fair Market Value of a share of Common Stock if the Participant owns more than 10% of the combined voting power of all classes of stock of the Company); (iii) Optionee shall receive the annual financial statements of the Company in accordance with Section 260.140.46 of Title 10 of the California Code of Regulations; and (iv) Optionee shall be delivered a copy of the Plan with this Stock Option Agreement.
Special California Provisions. The Borrower and each Guarantor, with the advice of competent California counsel, by executing this Amendment and executing any other Loan Papers in connection herewith, freely, irrevocably and unconditionally:
(i) waives all rights of subrogation, reimbursement, indemnification and contribution and any other rights and defenses (other than payment) that are or may become available to the Borrower and each Guarantor by reason of Sections 2787 to 2855, inclusive, 2899 and 3433, of the California Civil Code;
(ii) agrees that the Borrower and each Guarantor will not assert any of the foregoing defenses (other than payment) in any action or proceeding which the Administrative Agent or any Lender may commence to enforce its rights under the Loan Papers;
(iii) acknowledges and agrees that the rights and defenses (other than payment) waived by the Borrower and each Guarantor hereunder include any right or defense (other than payment) that the Borrower or any Guarantor may have or be entitled to assert based upon or arising out of any one or more of the following: Sections 580a, 580b, 580d or 726 of the California Code of Civil Procedure or Sections 2809, 2810, 2819, 2839, 2845, 2847, 2848, 2849, 2850, 2899 and 3433 of the California Civil Code;
(iv) acknowledges and agrees that the Administrative Agent and Lenders are relying on this waiver in entering into this Amendment and other Loan Papers, and that this waiver is a material part of the consideration which the Administrative Agent and Lenders are receiving for making the loans to the Borrower evidenced by the Loan Papers; and
(v) acknowledges and agrees that the Borrower and each Guarantor intends the foregoing to be express waivers of each and every one of said specific rights and/or defenses (other than payment) as contemplated under California Civil Code Section 2856.
Special California Provisions. (a) PREPAYMENT. BY INITIALING BELOW, BORROWER EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT, PURSUANT TO THE TERMS OF THIS NOTE, IT HAS AGREED THAT IT HAS NO RIGHT TO PREPAY THE NOTE EXCEPT AS EXPRESSLY PERMITTED IN THE LOAN AGREEMENT AND THAT IT SHALL BE LIABLE FOR THE PAYMENT OF THE PREPAYMENT CHARGES FOR PREPAYMENT OF THIS NOTE UPON ACCELERATION OF THIS NOTE IN ACCORDANCE WITH ITS TERMS. FURTHER, BY INITIALING BELOW, BORROWER WAIVES ANY RIGHTS IT MAY HAVE UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODE, OR ANY SUCCESSOR STATUTE, AND EXPRESSLY ACKNOWLEDGES AND UNDERSTANDS THAT LENDER HAS MADE THE LOAN IN RELIANCE ON THE AGREEMENTS AND WAIVER OF XXXXXXER AND THAT LENDER WOULD NOT HAVE MADE THE LOAN WITHOUT SUCH AGREEMENTS AND WAIVER OF BORROWER. Borrower Initials: __________
Special California Provisions. 34 -ii- THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING dated as of APRIL 19, 2002 (the or this "DEED OF TRUST"), is from THE CHALONE WINE GROUP, LTD., a California corporation (the "COMPANY"), having its principal office at 621 Airpark Road, Napa, California 94558, to North American Title Xxxxxxx ("XXXXXXX'), xxx xxx xxxefit of C66PERATIEVE CENTRALE RAIFFEISENBOERENLEENBANK B.A., "RABOBANK INTERNATIONAL, NEW YORK BRANCH, in its capacity as Collateral Agent for the ratable benefit of the Secured Parties under and pursuant to that certain Intercreditor and Collateral Agency Agreement (together with its permitted successors and assigns, the "COLLATERAL AGENT') whose post office address is 245 Park Avenue, New York, New York 10167. XXXXXXXX:
Special California Provisions. The terms, conditions and provisions of this Section 6.13, if any, shall apply solely to the portion of the security herein described which is located in California and shall govern, control and take precedence with respect to such portion of the security:
(a) The provisions of this Deed of Trust shall remain in full force and effect notwithstanding (i) any release of Company from any liability with respect to the Secured Obligations; or (ii) any release or subordination of any real or personal property now or hereafter held by Collateral Agent as security for the performance of the Secured Obligations;
(b) Company hereby waives all rights and defenses that Company may have because any of Company's debt is secured by real property. This means, among other things:
Special California Provisions. Guarantor waives:
(a) all rights and defenses arising out of an election of remedies by Lender even though the election of remedies, such as nonjudicial foreclosure with respect to security for the Loan or any other amounts owing under the Loan Documents, has destroyed the Guarantor’s rights of subrogation and reimbursement against the Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise;
(b) all rights and defenses that Guarantor may have because any of the Borrower’s debt is secured by real property. This means, among other things: (i) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower and (ii) if Lender forecloses on any real property collateral pledged by Borrower: (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and
Special California Provisions. 6.1 In the event that (and only in the event that) any court of competent jurisdiction determines that, notwithstanding the terms and provisions of Section 5.3 hereof, the laws of the State of California shall govern in any respect the interpretation or enforcement of all or any portion of this Guaranty, then the following terms and provisions of this Article VI shall apply:
Special California Provisions. Solely with respect to Property located in the State of California, the following provisions shall control and be binding to the extent of any inconsistencies with the other terms and conditions of this Agreement only if a court of competent jurisdiction shall disregard the choice of law provision contained herein and determine that California law shall govern the terms hereof:
Special California Provisions
