Common use of Special California Provisions Clause in Contracts

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 Documents or any other person in connection with the Loan, (B) proceed against or exhaust any other security or collateral Lender may hold or (C) pursue any other right or remedy for Guarantor’s benefit, and agrees that Lender may exercise its rights under this Guaranty without taking any action against Borrower, any other guarantor of Borrower’s obligations under the Loan Documents or any other Person in connection with the Loan, and without proceeding against or exhausting any security or collateral Lender holds; (e) all rights and defenses that are or may become available to Guarantor or other surety by reason of California Civil Code Sections 2787 to 2855, inclusive; and (f) its rights under California Civil Code Sections 2847, 2848 and 2349 as they relate to Guarantor’s obligations under this Guaranty to the extent inconsistent with Section 1.10 hereof in each case until the Debt has been fully paid and the Guaranteed Obligations fully satisfied.

Special California Provisions. Guarantor waivesTo the extent California law applies: (a) Guarantor hereby also waives and agrees not to assert or take advantage of: (i) Any defense based upon Lender’s election of any remedy against any Guarantor, including, without limitation, the defense to enforcement of this Agreement (the “Gradsky” defense based upon Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968) or subsequent cases) which, absent this waiver, Guarantor would have by virtue of an election by Lender to conduct a non-judicial foreclosure sale of the Property, it being understood by Guarantor that any such non-judicial foreclosure sale will destroy, by operation of California Code of Civil Procedure Section 580d, all rights of any party to a deficiency judgment against the Borrower, and, as a consequence, will destroy all rights which Guarantor would otherwise have (including, without limitation, the right of subrogation, the right of reimbursement, and the right of contribution) to proceed against the Borrower and to recover any such amount, and that Lender could be otherwise estopped from pursuing Guarantor for a deficiency judgment after a non-judicial foreclosure sale on the theory that a Guarantor should be exonerated if a lender elects a remedy that eliminates the Guarantor’s subrogation, reimbursement or contribution rights; and (ii) Any rights under California Code of Civil Procedure Sections 580a and 726(b), which provide, among other things: that a creditor must file a complaint for deficiency within three (3) months of a nonjudicial foreclosure sale or judicial foreclosure sale, as applicable; that a fair market value hearing must be held; and that the amount of the deficiency judgment shall be limited to the amount by which the unpaid debt exceeds the fair market value of the security, but not more than the amount by which the unpaid debt exceeds the sale price of the security. (b) In addition to and not in lieu of any other provisions of this Agreement, Guarantor represents and warrants and covenants as follows: (i) The obligations of Guarantor under this Agreement shall be satisfied without demand by Lender and shall be unconditional irrespective of the genuineness, validity, regularity or enforceability of any of the Loan Documents, and without regard to any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or a guarantor. Guarantor hereby waives, to the full extent permitted by applicable law, any and all benefits and defenses under California Civil Code Section 2810 and agrees that by doing so Guarantor shall be liable even if Borrower (and/or each and any Individual Borrower) had no liability at the time of execution of the Loan Documents, or thereafter ceases to be liable. Guarantor hereby waives, to the full extent permitted by applicable law, any and all benefits and defenses under California Civil Code Section 2809 and agrees that by doing so Guarantor’s liability may be larger in amount and more burdensome than that of Borrower (and/or each and any Individual Borrower). Guarantor hereby waives the benefit of all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and agrees that Guarantor’s obligations shall not be affected by any circumstances, whether or not referred to in this Agreement, which might otherwise constitute a legal or equitable discharge of a surety or a guarantor. Guarantor hereby waives, to the full extent permitted by applicable law, the benefits of any right of discharge under any and all statutes or other laws relating to guarantors or sureties and any other rights of sureties and guarantors thereunder. (ii) In accordance with Section 2856 of the California Civil Code, Guarantor hereby waives, to the full extent permitted by applicable law, all rights and defenses arising out of an election of remedies by Lender even though the that election of remedies, such as a nonjudicial foreclosure with respect to security for the Loan or any other amounts owing under the Loan DocumentsGuaranteed Obligations, has destroyed the or otherwise impaired Guarantor’s rights of subrogation and reimbursement against the Borrower principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise;. Guarantor hereby authorizes and empowers Lender to exercise, in its sole and absolute discretion, any right or remedy, or any combination thereof, which may then be available, since it is the intent and purpose of Guarantor that the obligations under this Agreement shall be absolute, independent and unconditional under any and all circumstances, until the full, final, indefeasible payment of the Obligations, subject to Section 2 hereof. Specifically, and without in any way limiting the foregoing, Guarantor hereby waives, to the full extent permitted by applicable law, any rights of subrogation, indemnification, contribution or reimbursement arising under Sections 2846, 2847, 2848 and 2849 of the California Civil Code or any other right of recourse to or with respect to any Individual Borrower, any general partner, member or other constituent of any Individual Borrower, any other Person, or the assets or property of any of the foregoing or to any collateral for the Loan until the Obligations have been indefeasibly paid and satisfied in full (subject to Section 2 hereof and other than contingent indemnification Obligations for which no claims have been made), and Lender has released, transferred or disposed of all its right, title and interest in such collateral or security, and there has expired the maximum possible period thereafter during which any payment made by Borrower or others to Lender with respect to the Obligations could be deemed a preference under the Bankruptcy Code. In connection with the foregoing, Guarantor expressly waives, to the full extent permitted by applicable law, any and all rights of subrogation against Borrower (and/or against any Individual Borrower), and Guarantor hereby waives, to the full extent permitted by applicable law, any rights to enforce any remedy which Lender may have against Borrower (and/or against any Individual Borrower) and any right to participate in any collateral for the Loan. Guarantor recognizes that, pursuant to Section 580d of the California Code of Civil Procedure, Lender’s realization through nonjudicial foreclosure upon any real property constituting security for Borrower’s Obligations under the Loan Documents could terminate any right of Lender to recover a deficiency judgment against Borrower (and/or against any Individual Borrower), thereby terminating subrogation rights which such parties otherwise might have against Borrower (and/or against any Individual Borrower). In the absence of an adequate waiver, such a termination of subrogation rights could create a defense to enforcement of this Agreement against such parties. Guarantor hereby unconditionally and irrevocably waives any such defense. (biii) Without limiting the foregoing, Guarantor waives, to the full extent permitted by applicable law, all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive, until the Obligations have been indefeasibly paid and satisfied in full (subject to Section 2 hereof and other than contingent indemnification Obligations for which no claims have been made), including any and all rights or defenses Guarantor may have by reason of protection afforded to any Individual Borrower with respect to any of the obligations of Guarantor under this Agreement by reason of a nonjudicial foreclosure or pursuant to the anti-deficiency or other laws of the State of California limiting or discharging the Obligations of any Individual Borrower. Without limiting the generality of the foregoing, Guarantor hereby expressly waives, to the full extent permitted by applicable law, any and all benefits under: (i) California Code of Civil Procedure Section 580a (which Section, if Guarantor had not given this waiver, would otherwise limit Guarantor’s liability after a nonjudicial foreclosure sale to the difference between the obligations of Guarantor under this Agreement and the fair market value of the property or interests sold at such nonjudicial foreclosure sale); (ii) California Code of Civil Procedure Sections 580b and 580d (which Sections, if Guarantor had not given this waiver, would otherwise limit Lender’s right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively); and (iii) California Code of Civil Procedure Section 726 (which Section, if Guarantor had not given this waiver, among other things, would otherwise require Lender to exhaust all of its security before a personal judgment could be obtained for a deficiency). Notwithstanding any foreclosure of the lien of the Security Instrument, whether by the exercise of the power of sale contained therein, by an action for judicial foreclosure or by Lender’s acceptance of a deed in lieu of foreclosure, Guarantor shall remain bound under this Agreement. (iv) In addition to all the other waivers agreed to and made by Guarantor as set forth in this Agreement, and pursuant to the provisions of California Civil Code, Guarantor hereby waives, to the full extent permitted by applicable law, (i) any and all rights, benefits and defenses available to Guarantor under California Civil Code Sections 2856, 2899 and 3433; (ii) any rights or defenses Guarantor may have with respect to its obligations as a guarantor by reason of any election of remedies by Lender; and (iii) all rights and defenses that Guarantor may have because any the Obligations of the Borrower’s debt is Borrower are secured by real property. This means, among other things: (i) , that Lender may collect from Guarantor hereunder without first foreclosing on any real or personal property collateral pledged by Borrower any Individual Borrower, and (ii) that if Lender forecloses on any real property collateral pledged by any Individual 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 rights Guarantor may have to collect from any Individual Borrower;. This is an unconditional and irrevocable waiver of any and all rights and defenses Guarantor may have because the debtor’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (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;[Reserved]. (d) Without limiting the generality of the foregoing or any other provision hereof, Guarantor expressly waives, to the full extent permitted by applicable law, any and all benefits and defenses it may have which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849 2849, 2850, 2899 and 2850 with respect to its obligations under this Guaranty3433 and California Code of Civil Procedure Sections 580a, including580b, without limitation580d and 726, the right to require Lender to (A) proceed against Borrower, any other guarantor of Borrower’s obligations under the Loan Documents or any other person in connection with the Loan, (B) proceed against or exhaust any other security or collateral Lender may hold or (C) pursue any other right or remedy for Guarantor’s benefit, and agrees that Lender may exercise its rights under this Guaranty without taking any action against Borrower, any other guarantor of Borrower’s obligations under the Loan Documents or any other Person in connection with the Loan, and without proceeding against or exhausting any security or collateral Lender holds;such sections. (e) all Nothing herein shall be deemed to limit the right of Lender to recover in accordance with California Code of Civil Procedure Section 736 (as such Section may be amended from time to time), any costs, expenses, liabilities or damages, including reasonable out-of-pocket attorneys’ fees and costs, incurred by Lender and arising from any covenant, obligation, liability, representation or warranty contained in any indemnity agreement given to Lender, or any order, consent decree or settlement relating to the cleanup of Hazardous Materials (as such term is defined in the Environmental Indemnity) or any other “environmental provision” (as defined in such Section 736) relating to the Property or any portion thereof or the right of Lender to waive, in accordance with the California Code of Civil Procedure Section 726.5 (as such Section may be amended from time to time), the security of Security Instruments as to any parcel of the Property that is “environmentally impaired” or is an “affected parcel” (as such terms are defined in such Section 726.5), and as to any personal property attached to such parcel, and thereafter to exercise against any Borrower to the extent permitted by such Section 726.5, the rights and defenses that are or may become available remedies of any unsecured creditor, including reduction of Lender’s claim against any Borrower to Guarantor or judgment, and any other surety rights and remedies permitted by reason of California Civil Code Sections 2787 to 2855, inclusive; andlaw. (f) its rights under The provisions of this Section 7 hereof shall survive any satisfaction and discharge of any Individual Borrower by virtue of any payment, court order or any applicable law, except the final and indefeasible payment in full of the Obligations, subject to Section 2 hereof. Notwithstanding the foregoing, nothing contained in this Section 7 shall in any way be deemed to imply that California Civil Code Sections 2847law or any other state’s law other than New York shall govern this Agreement or any of the Loan Documents in any respect, 2848 and 2349 except as they relate to Guarantor’s obligations under this Guaranty to may be expressly set forth in the extent inconsistent with Section 1.10 hereof in each case until the Debt has been fully paid and the Guaranteed Obligations fully satisfiedapplicable Loan Documents.

Special California Provisions. Guarantor waivesTo the extent California law applies: (a) Guarantor hereby also waives and agrees not to assert or take advantage of: (i) Any defense based upon Lender’s election of any remedy against any Guarantor, including, without limitation, the defense to enforcement of this Agreement (the “Gradsky” defense based upon Union Bank x. Xxxxxxx, 265 Cal. App. 2d 40 (1968) or subsequent cases) which, absent this waiver, Guarantor would have by virtue of an election by Lender to conduct a non-judicial foreclosure sale of the Property, it being understood by Guarantor that any such non-judicial foreclosure sale will destroy, by operation of California Code of Civil Procedure Section 580d, all rights of any party to a deficiency judgment against the Borrower, and, as a consequence, will destroy all rights which Guarantor would otherwise have (including, without limitation, the right of subrogation, the right of reimbursement, and the right of contribution) to proceed against the Borrower and to recover any such amount, and that Lender could be otherwise estopped from pursuing Guarantor for a deficiency judgment after a non-judicial foreclosure sale on the theory that a Guarantor should be exonerated if a lender elects a remedy that eliminates the Guarantor’s subrogation, reimbursement or contribution rights; and (ii) Any rights under California Code of Civil Procedure Sections 580a and 726(b), which provide, among other things: that a creditor must file a complaint for deficiency within three (3) months of a nonjudicial foreclosure sale or judicial foreclosure sale, as applicable; that a fair market value hearing must be held; and that the amount of the deficiency judgment shall be limited to the amount by which the unpaid debt exceeds the fair market value of the security, but not more than the amount by which the unpaid debt exceeds the sale price of the security. (b) In addition to and not in lieu of any other provisions of this Agreement, Guarantor represents and warrants and covenants as follows: (i) The obligations of Guarantor under this Agreement shall be satisfied without demand by Lender and shall be unconditional irrespective of the genuineness, validity, regularity or enforceability of any of the Loan Documents, and without regard to any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or a guarantor. Guarantor hereby waives, to the full extent permitted by applicable law, any and all benefits and defenses under California Civil Code Section 2810 and agrees that by doing so Guarantor shall be liable even if Borrower (and/or each and any Individual Borrower) had no liability at the time of execution of the Loan Documents, or thereafter ceases to be liable. Guarantor hereby waives, to the full extent permitted by applicable law, any and all benefits and defenses under California Civil Code Section 2809 and agrees that by doing so Guarantor’s liability may be larger in amount and more burdensome than that of Borrower (and/or each and any Individual Borrower). Guarantor hereby waives the benefit of all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and agrees that Guarantor’s obligations shall not be affected by any circumstances, whether or not referred to in this Agreement, which might otherwise constitute a legal or equitable discharge of a surety or a guarantor. Guarantor hereby waives, to the full extent permitted by applicable law, the benefits of any right of discharge under any and all statutes or other laws relating to guarantors or sureties and any other rights of sureties and guarantors thereunder. (ii) In accordance with Section 2856 of the California Civil Code, Guarantor hereby waives, to the full extent permitted by applicable law, all rights and defenses arising out of an election of remedies by Lender even though the that election of remedies, such as a nonjudicial foreclosure with respect to security for the Loan or any other amounts owing under the Loan DocumentsGuaranteed Obligations, has destroyed the or otherwise impaired Guarantor’s rights of subrogation and reimbursement against the Borrower principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise;. Guarantor hereby authorizes and empowers Lender to exercise, in its sole and absolute discretion, any right or remedy, or any combination thereof, which may then be available, since it is the intent and purpose of Guarantor that the obligations under this Agreement shall be absolute, independent and unconditional under any and all circumstances, until the full, final, indefeasible payment of the Obligations, subject to Section 2 hereof. Specifically, and without in any way limiting the foregoing, Guarantor hereby waives, to the full extent permitted by applicable law, any rights of subrogation, indemnification, contribution or reimbursement arising under Sections 2846, 2847, 2848 and 2849 of the California Civil Code or any other right of recourse to or with respect to any Individual Borrower, any general partner, member or other constituent of any Individual Borrower, any other Person, or the assets or property of any of the foregoing or to any collateral for the Loan until the Obligations have been indefeasibly paid and satisfied in full (subject to Section 2 hereof and other than contingent indemnification Obligations for which no claims have been made), and Lender has released, transferred or disposed of all its right, title and interest in such collateral or security, and there has expired the maximum possible period thereafter during which any payment made by Borrower or others to Lender with respect to the Obligations could be deemed a preference under the Bankruptcy Code. In connection with the foregoing, Guarantor expressly waives, to the full extent permitted by applicable law, any and all rights of subrogation against Borrower (and/or against any Individual Borrower), and Guarantor hereby waives, to the full extent permitted by applicable law, any rights to enforce any remedy which Lender may have against Borrower (and/or against any Individual Borrower) and any right to participate in any collateral for the Loan. Guarantor recognizes that, pursuant to Section 580d of the California Code of Civil Procedure, Lender’s realization through nonjudicial foreclosure upon any real property constituting security for Borrower’s Obligations under the Loan Documents could terminate any right of Lender to recover a deficiency judgment against Borrower (and/or against any Individual Borrower), thereby terminating subrogation rights which such parties otherwise might have against Borrower (and/or against any Individual Borrower). In the absence of an adequate waiver, such a termination of subrogation rights could create a defense to enforcement of this Agreement against such parties. Guarantor hereby unconditionally and irrevocably waives any such defense. (biii) Without limiting the foregoing, Guarantor waives, to the full extent permitted by applicable law, all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive, until the Obligations have been indefeasibly paid and satisfied in full (subject to Section 2 hereof and other than contingent indemnification Obligations for which no claims have been made), including any and all rights or defenses Guarantor may have by reason of protection afforded to any Individual Borrower with respect to any of the obligations of Guarantor under this Agreement by reason of a nonjudicial foreclosure or pursuant to the anti-deficiency or other laws of the State of California limiting or discharging the Obligations of any Individual Borrower. Without limiting the generality of the foregoing, Guarantor hereby expressly waives, to the full extent permitted by applicable law, any and all benefits under: (i) California Code of Civil Procedure Section 580a (which Section, if Guarantor had not given this waiver, would otherwise limit Guarantor’s liability after a nonjudicial foreclosure sale to the difference between the obligations of Guarantor under this Agreement and the fair market value of the property or interests sold at such nonjudicial foreclosure sale); (ii) California Code of Civil Procedure Sections 580b and 580d (which Sections, if Guarantor had not given this waiver, would otherwise limit Lender’s right to recover a deficiency judgment with respect to purchase money obligations and after a nonjudicial foreclosure sale, respectively); and (iii) California Code of Civil Procedure Section 726 (which Section, if Guarantor had not given this waiver, among other things, would otherwise require Lender to exhaust all of its security before a personal judgment could be obtained for a deficiency). Notwithstanding any foreclosure of the lien of the Collateral, whether by foreclosure or by Lender’s acceptance of an assignment in lieu of foreclosure, Guarantor shall remain bound under this Agreement. (iv) In addition to all the other waivers agreed to and made by Guarantor as set forth in this Agreement, and pursuant to the provisions of California Civil Code, Guarantor hereby waives, to the full extent permitted by applicable law, (i) any and all rights, benefits and defenses available to Guarantor under California Civil Code Sections 2856, 2899 and 3433; (ii) any rights or defenses Guarantor may have with respect to its obligations as a guarantor by reason of any election of remedies by Lender; and (iii) all rights and defenses that Guarantor may have because any the Obligations of the Borrower’s debt is Borrower are secured by real property. This means, among other things: (i) , that Lender may collect from Guarantor hereunder without first foreclosing on any real or personal property collateral pledged by Borrower any Individual Borrower, and (ii) that if Lender forecloses on any real property collateral pledged by any Individual 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 rights Guarantor may have to collect from any Individual Borrower;. This is an unconditional and irrevocable waiver of any and all rights and defenses Guarantor may have because the debtor’s debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure. (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;[Reserved]. (d) Without limiting the generality of the foregoing or any other provision hereof, Guarantor expressly waives, to the full extent permitted by applicable law, any and all benefits and defenses it may have which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849 2849, 2850, 2899 and 2850 with respect to its obligations under this Guaranty3433 and California Code of Civil Procedure Sections 580a, including580b, without limitation580d and 726, the right to require Lender to (A) proceed against Borrower, any other guarantor of Borrower’s obligations under the Loan Documents or any other person in connection with the Loan, (B) proceed against or exhaust any other security or collateral Lender may hold or (C) pursue any other right or remedy for Guarantor’s benefit, and agrees that Lender may exercise its rights under this Guaranty without taking any action against Borrower, any other guarantor of Borrower’s obligations under the Loan Documents or any other Person in connection with the Loan, and without proceeding against or exhausting any security or collateral Lender holds;such sections. (e) all rights Nothing herein shall be deemed to limit the right of Lender to recover in accordance with California Code of Civil Procedure Section 736 (as such Section may be amended from time to time), any costs, expenses, liabilities or damages, including reasonable out-of-pocket attorneys’ fees and defenses that are costs, incurred by Lender and arising from any covenant, obligation, liability, representation or may become available warranty contained in any indemnity agreement given to Guarantor Lender, or any order, consent decree or settlement relating to the cleanup of Hazardous Materials (as such term is defined in the Environmental Indemnity) or any other surety by reason of California Civil Code Sections 2787 “environmental provision” (as defined in such Section 736) relating to 2855, inclusive; andthe Property or any portion thereof. (f) its rights under The provisions of this Section 7 hereof shall survive any satisfaction and discharge of any Individual Borrower by virtue of any payment, court order or any applicable law, except the final and indefeasible payment in full of the Obligations, subject to Section 2 hereof. Notwithstanding the foregoing, nothing contained in this Section 7 shall in any way be deemed to imply that California Civil Code Sections 2847law or any other state’s law other than New York shall govern this Agreement or any of the Loan Documents in any respect, 2848 and 2349 except as they relate to Guarantor’s obligations under this Guaranty to may be expressly set forth in the extent inconsistent with Section 1.10 hereof in each case until the Debt has been fully paid and the Guaranteed Obligations fully satisfiedapplicable Loan Documents.