Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, each Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Guarantor will be fully liable under this Guaranty even though the Guaranteed Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Guaranteed Obligations; (ii) agrees that such Guarantor will not assert that defense in any action or proceeding which the Guaranteed Parties may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by such Guarantor in this Guaranty include any right or defense that such Guarantor may have or be entitled to assert based upon or arising out of any one or more of Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Guaranteed Parties are relying on this waiver in creating the Guaranteed Obligations, and that this waiver is a material part of the consideration which the Guaranteed Parties are receiving for creating the Guaranteed Obligations.
Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, each Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Guarantor will be fully liable under this Guaranty even though the Collateral Agent or any other Secured Party may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Obligations; (ii) agrees that such Guarantor will not assert that defense in any action or proceeding which the Administrative Agent, the Collateral Agent or any other Secured Party may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by such Guarantor in this Guaranty include any right or defense that such Guarantor may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Obligations.
Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, Holdings freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that Holdings will be fully liable under this Guaranty even though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Obligations; (ii) agrees that Holdings will not assert that defense in any action or proceeding which the Secured Parties may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by Holdings in this Guaranty include any right or defense that Holdings may have or be entitled to assert based upon or arising out of any one or more of §§ 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or § 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Obligations.
Xxxxxxx, 265 Cal. App.2d 40 (1968). By executing this Agreement, Pledgor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that Pledgor will be fully liable under this Agreement even though the Administrative Agent or any other person may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Indebtedness; (ii) agrees that Pledgor will not assert that defense in any action or proceeding which the Administrative Agent or any other person may commence to enforce this Agreement; (iii) acknowledges and agrees that the rights and defenses waived by Pledgor in this Agreement include any right or defense that the Pledgor may have had or be entitled to assert based on or arising out of any one or more of Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Administrative Agent and each other Lender is relying on this waiver in creating the Indebtedness, and that this waiver is a material part of the consideration which the Administrative Agent and each Lender is receiving for creating the Indebtedness.
Xxxxxxx, 265 Cal. App.2d 40 (1968). By executing this Guaranty Agreement, each Guarantor freely, irrevocably and unconditionally: (i) waives and relinquishes that defense and agrees that each Guarantor will be fully liable under this Guaranty Agreement even though the Administrative Agent may foreclose judicially or nonjudicially against any real property security for the Borrower’s Liabilities; (ii) agrees that each Guarantor will not assert that defense in any action or proceeding which any Secured Party may commence to enforce this Guaranty Agreement; (iii) acknowledges and agrees that the rights and defenses waived by each Guarantor under this Guaranty Agreement include any right or defense that each Guarantor may have or be entitled to assert based upon or arising out of any one or more of Sections 580a, 580b, 580d or 726 of the California Code of Civil Procedure or Section 2848 of the California Civil Code; and (iv) acknowledges and agrees that the Secured Parties are relying on this waiver in extending credit to the Borrower, and that this waiver is a material part of the consideration which the Secured Parties are receiving for such credit extensions. Without limiting the foregoing, each Guarantor hereby waives all rights and defenses arising out of an election of remedies by any of the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to the security held by the Administrative Agent for the Borrower’s Liabilities, has destroyed each Guarantor’s rights of subrogation and reimbursement against the Borrower by the operation of Section 580d of the California Code of Civil Procedure. Without limiting the generality of the foregoing, to the fullest extent permitted by law, each Guarantor waives any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Guaranty Agreement, including any rights and defenses available to any Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code and any and all benefits that otherwise might be available to any Guarantor under California Civil Code Sections 1432, 2809, 2810, 2815, 2819, 2839, 2845, 2849, 2850, 2899 and 3433. Each Guarantor waives all rights and defenses that each Guarantor may have in the event that the Borrower’s Liabilities shall be secured by real property. This means, among other things:
Xxxxxxx, 265 Cal. App. 2d. 40 (1968). By executing this Guaranty, Guarantors freely, irrevocably, and unconditionally: (i) waive and relinquish that defense and agree that Guarantors will be fully liable under this Guaranty even though Bank may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the indebtedness; (ii) agree that Guarantors will not assert that defense in any action or proceeding which Bank may commence to enforce this Guaranty; (iii) acknowledge and agree that the rights and defenses waived by Guarantors in this Guaranty include any right or defense that Guarantors may have or be entitled to assert based upon or arising out of any one or more of Sections 580a, 580b, 580d, or 726 of the California Code of Civil Procedure or Section 2848 of the California Civil Code; and (iv) acknowledge and agree that Bank is relying on this waiver in creating the indebtedness, and that this waiver is a material part of the consideration which Bank is receiving for creating the indebtedness.
Xxxxxxx, 265 Cal. App.2d 40 (1968), based upon a foreclosure against all or any part of the real property security for the Secured Obligations or the Obligations pursuant to the power of sale contained in any Deed of Trust or any Leasehold Deed of Trust executed by any Pledgor (the “Deed of Trust”) or any of the other Security Documents as opposed to proceeding by way of judicial foreclosure. The Pledgors waive all rights and defenses arising out of an election of remedies by the Collateral Agent, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the Pledgor’s rights of subrogation and reimbursement by the operation of Section 580d of the California Code of Civil Procedure (“CCP”) or otherwise;
Xxxxxxx, 265 Cal. App. 2d 40, 71 Cal. Xxxx. 00 (1968). Although we believe that the explicit language contained in a guaranty waiving such rights should be enforceable, we express no opinion with respect to the effect of: (x) any modifications or alterations affecting the obligations of the principal, (y) any election of remedies by Lender following the occurrence of an event of default under any of the Loan Documents, or (z) any other action by Lender which materially prejudices the Guarantor, if such modification, election or action occurs without notice to the Guarantor and without granting the Guarantor an opportunity to cure such event of default. The opinions stated herein apply only insofar as the laws of the State of California, the general corporate law of the State of Texas, and the federal laws of Union Bank of California, N.A. Lenders Listed on Schedule A June __, 1997 Page 9. the United States of America may be concerned, and we express no opinion with respect to the laws of any other jurisdiction. The foregoing opinion is limited to the matters expressly set forth therein, and no opinion is implied or may be inferred beyond the matters expressly stated therein. The foregoing opinion is rendered only to the Agent, the Lenders and the Issuing Lender and any assignee or participant permitted by the Agreement and is solely for their benefit in connection with the Agreement and the other Loan Documents and the transactions contemplated thereby and may not be relied upon by the Agent, the Lenders or the Issuing Lender for any other purpose, or delivered to or relied upon by any other person for any purpose without our prior written consent. We further advise you that we are not assuming any obligation to notify you of any changes in the foregoing opinion as a result of any facts or any change in any law or court decision which may come to our attention in the future which may cause a change in such opinion. Very truly yours, [NOTE: In the event that Subsidiaries of the Company other than Domestic Subsidiaries execute and deliver an Amended and Restated Subordination Agreements, the opinions with respect to the Company shall be expanded to cover such Amended and Restated Subordination Agreements.] EXHIBIT VII [FORM OF OPINION OF O'MELVENY & XXXXX LLP] [O'M&M Letterhead] 881,575-165 [doc ID]
Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this --------------------- Agreement, the Grantors freely, irrevocably, and unconditionally: (A) waive and relinquish that defense and agree that the Grantors will be fully liable under this Agreement even though the Collateral Agent may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Obligations; (B) agree that the Grantors will not assert that defense in any action or proceeding which the Collateral Agent may commence to enforce this Agreement; (C) acknowledge and agree that the rights and defenses waived by the Grantors in this Agreement include any right or defense that the Grantors may have or be entitled to assert based upon or arising out of any one or more of Sections 580a, 580b, 580d, or 726 of the California Civil Code; and (iv) acknowledge and agree that the Collateral Agent and the Lenders are relying on this waiver in creating the indebtedness, and that this waiver is a material part of the consideration which the Collateral Agent and the Lenders are receiving for creating the indebtedness.
Xxxxxxx, 265 Cal. App. 2nd 40 (1968), a lender may be stopped from pursuing a guarantor for a deficiency judgment after a non-judicial foreclosure (on the theory that a guarantor should be exonerated if a lender elects a remedy that eliminates the guarantor’s subrogation rights) absent an explicit waiver. Without limitation on the generality of the other waivers contained in this Deed of Trust, Trustor hereby waives (A) the defense that might otherwise be available under Gradsky, supra (or any similar judicial decision or statute) in the event the Beneficiary pursues a non-judicial foreclosure, and (B) all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed the guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or otherwise. In addition, Trustor waives all rights and defenses that Trustor may have because the debtor’s debt is secured by real property. This means, among other things that the creditor may collect from the guarantor without first foreclosing on any real or personal property collateral pledged by the debtor, and if the creditor forecloses on any real property collateral pledged by the debtor: (i) the amount of the debt may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (ii) the creditor may collect from the guarantor even if the creditor, by foreclosing on the real property collateral, has destroyed any right the guarantor may have to collect from the debtor. This is an unconditional and irrevocable waiver of any rights and defenses the 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 Code of Civil Procedure.
