Common use of Xxxxxxx, 265 Cal Clause in Contracts

Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, Guarantor freely, irrevocably, absolutely and unconditionally: (i) waives and relinquishes that defense and agrees that Guarantor will be fully liable under this Guaranty even though the Agency may exercise any right or remedy under the CP/HPS DDA and the CP/HPS ENA, including any act judicially or nonjudicially against any real property security; (ii) agrees that Guarantor will not assert that defense in any action or proceeding which the Agency may commence to enforce this Guaranty; (iii) agrees that the rights and defenses waived by Guarantor under this Guaranty include any right or defense that Guarantor may have or be entitled to assert based on or arising out of law or equity, including, without limitation, any one or more of sections 580a, 580b, 580d or 726 of the California Code of Civil Procedure; (iii) waives notice of default, acceleration, protest or dishonor; (iv) waives any notice of sale or other disposition of any security; (v) waives notice of acceptance of this Guaranty and of the existence, creation or incurring of new or additional guaranteed obligations, and all other notices of any kind with respect to any Guaranteed Obligations except for any notice required to be given to Guarantor under this Guaranty; and (vi) agrees that the Agency relied on these waivers in entering into the CP/HPS DDA and taking the actions under which the obligation to provide this Guaranty arose and that this waiver is a material part of the consideration that the Agency is receiving in connection with such acts.

Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, Guarantor freely, irrevocably, absolutely and unconditionally: (i) waives and relinquishes that defense and agrees that Guarantor will be fully liable under this Guaranty even though the Agency may exercise any right or remedy under the CP/HPS DDA and the CP/HPS ENADDA, including any act judicially or nonjudicially against any real property security; (ii) agrees that Guarantor will not assert that defense in any action or proceeding which the Agency may commence to enforce this Guaranty; (iii) agrees that the rights and defenses waived by Guarantor under this Guaranty include any right or defense that Guarantor may have or be entitled to assert based on or arising out of law or equity, including, without limitation, any one or more of sections 580a, 580b, 580d or 726 of the California Code of Civil Procedure; (iii) waives notice of default, acceleration, protest or dishonor; (iv) waives any notice of sale or other disposition of any security; (v) waives notice of acceptance of this Guaranty and of the existence, creation or incurring of new or additional guaranteed obligations, and all other notices of any kind with respect to any Guaranteed Obligations except for any notice required to be given to Guarantor under this Guaranty; and (vi) agrees that the Agency relied is relying on these waivers in entering into the CP/HPS DDA and taking the actions under which the obligation to provide this Guaranty arose and that this waiver is a material part of the consideration that the Agency is receiving in connection with such acts.

Xxxxxxx, 265 Cal. App. 2d 40 (1968). By executing this Guaranty, each Guarantor freely, irrevocably, absolutely and unconditionally: (i) waives and relinquishes that defense and agrees that such Guarantor will be fully liable under this Guaranty even though the Agency Guaranteed Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any right or remedy under deed of trust securing the CP/HPS DDA and the CP/HPS ENA, including any act judicially or nonjudicially against any real property securityGuaranteed Obligations; (ii) agrees that such Guarantor will not assert that defense in any action or proceeding which the Agency Guaranteed Parties may commence to enforce this Guaranty; (iii) acknowledges and agrees that (A) the rights and defenses waived by such Guarantor under in this Guaranty include any right or defense that such Guarantor may have or be entitled to assert based on upon or arising out of law or equity, including, without limitation, any one or more of sections §§ 580a, 580b, 580d 580d, or 726 of the California Code of Civil ProcedureProcedure or § 2848 of the California Civil Code, and (B) such Guarantor waives all rights and defenses arising out of an election of remedies by the Guaranteed Parties, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Guarantor’s rights of subrogation and reimbursement against the principal by the operation of § 580d of the California Code of Civil Procedure or otherwise; (iii) waives notice of default, acceleration, protest or dishonor; and (iv) waives any notice of sale or other disposition of any security; (v) waives notice of acceptance of this Guaranty acknowledges and of the existence, creation or incurring of new or additional guaranteed obligations, and all other notices of any kind with respect to any Guaranteed Obligations except for any notice required to be given to Guarantor under this Guaranty; and (vi) agrees that the Agency relied Guaranteed Parties are relying on these waivers this waiver in entering into creating the CP/HPS DDA and taking the actions under which the obligation to provide this Guaranty arose Guaranteed Obligations, and that this waiver is a material part of the consideration that which the Agency is Guaranteed Parties are receiving in connection with such actsfor creating the Guaranteed Obligations.

Xxxxxxx, 265 Cal. App. 2d App.2d 40 (1968). By executing this GuarantyGuaranty Agreement, each Guarantor freely, irrevocably, absolutely 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 Agency Administrative Agent may exercise any right or remedy under the CP/HPS DDA and the CP/HPS ENA, including any act foreclose judicially or nonjudicially against any real property securitysecurity for the Borrower’s Liabilities; (ii) agrees that each Guarantor will not assert that defense in any action or proceeding which the Agency any Secured Party may commence to enforce this GuarantyGuaranty 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 on upon or arising out of law or equity, including, without limitation, any one or more of sections Sections 580a, 580b, 580d or 726 of the California Code of Civil ProcedureProcedure or Section 2848 of the California Civil Code; (iii) waives notice of default, acceleration, protest or dishonor; and (iv) waives any notice of sale or other disposition of any security; (v) waives notice of acceptance of this Guaranty acknowledges and of the existence, creation or incurring of new or additional guaranteed obligations, and all other notices of any kind with respect to any Guaranteed Obligations except for any notice required to be given to Guarantor under this Guaranty; and (vi) agrees that the Agency relied Secured Parties are relying on these waivers this waiver in entering into extending credit to the CP/HPS DDA and taking the actions under which the obligation to provide this Guaranty arose 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 Agency is receiving in connection with such acts.Borrower’s Liabilities shall be secured by real property. This means, among other things:

Xxxxxxx, 265 Cal. App. 2d 2nd 40 (1968), a lender may be estopped 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. By executing Without limitation on the generality of the other waivers contained in this GuarantyDeed of Trust, Guarantor freelyTrustor hereby waives (A) the defense that might otherwise be available under Gradsky, irrevocablysupra (or any similar judicial decision or statute) in the event the Beneficiary pursues a non-judicial foreclosure, absolutely and unconditionally(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) waives 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 relinquishes that defense and agrees that Guarantor will be fully liable under this Guaranty even though the Agency may exercise any right or remedy under the CP/HPS DDA and the CP/HPS ENA, including any act judicially or nonjudicially against any real property security; (ii) agrees that Guarantor will not assert that defense in the creditor may collect from the guarantor even if the creditor, by foreclosing on the real property collateral, has destroyed any action or proceeding which right the Agency guarantor may commence have to enforce this Guaranty; (iii) agrees that collect from the debtor. This is an unconditional and irrevocable waiver of any rights and defenses waived by Guarantor under this Guaranty include any right or defense that Guarantor the guarantor may have or be entitled to assert based on or arising out of law or equitybecause the debtor’s debt is secured by real property. These rights and defenses include, including, without limitationbut are not limited to, any one rights or more of sections defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure; (iii) waives notice of default, acceleration, protest or dishonor; (iv) waives any notice of sale or other disposition of any security; (v) waives notice of acceptance of this Guaranty and of the existence, creation or incurring of new or additional guaranteed obligations, and all other notices of any kind with respect to any Guaranteed Obligations except for any notice required to be given to Guarantor under this Guaranty; and (vi) agrees that the Agency relied on these waivers in entering into the CP/HPS DDA and taking the actions under which the obligation to provide this Guaranty arose and that this waiver is a material part of the consideration that the Agency is receiving in connection with such acts.

Xxxxxxx, 265 Cal. App. 2d App.2d 40 (1968). By executing this Guaranty, Guarantor freely, irrevocably, absolutely irrevocably and unconditionally: (i) waives and relinquishes that defense and agrees that Guarantor will be fully liable under this Guaranty even though the Agency Agent or a Bank may exercise any right or remedy under the CP/HPS DDA and the CP/HPS ENA, including any act foreclose judicially or nonjudicially against any the real property securitysecurity for the indebtedness; (ii) agrees that Guarantor will not assert that defense in any action or proceeding which the Agency Agent or a Bank may commence to enforce this Guaranty; (iii) acknowledges and agrees that the rights and defenses waived by Guarantor under in this Guaranty include any right or defense that Guarantor may have or be entitled to assert based on upon or arising out of law or equity, including, without limitation, any one or more of sections Sections 580a, 580b, 580d or 726 of the California Code of Civil ProcedureProcedure or Section 2848 of the California Civil Code; (iii) waives notice of default, acceleration, protest or dishonor; and (iv) waives any notice of sale or other disposition of any security; (v) waives notice of acceptance of this Guaranty acknowledges and of the existence, creation or incurring of new or additional guaranteed obligations, and all other notices of any kind with respect to any Guaranteed Obligations except for any notice required to be given to Guarantor under this Guaranty; and (vi) agrees that the Agency relied Agent and each Bank are relying on these waivers this waiver in entering into the CP/HPS DDA and taking the actions under which the obligation to provide this Guaranty arose Agreement, and that this waiver is a material part of the consideration which Agent and each Bank are receiving for entering into the Agreement. Guarantor further acknowledges and agrees that the Agency waivers set forth in this Guaranty are operative regardless of whether Guarantor may have made any payments to Agent or any Bank. Guarantor further waives all rights and defenses arising out of an election of remedies by Agent or a Bank, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor's right of subrogation and reimbursement against the Company by the operation of Section 580d of the California Code of Civil Procedure or otherwise. Guarantor specifically waives any right to a fair value hearing, and any and all other rights it may have under Section 580a of the California Code of Civil Procedure. Without limiting the foregoing, should any of the indebtedness guaranteed hereby ever be secured by real property, Guarantor further agrees as follows: Guarantor waives all rights and defenses that the Guarantor may have because the Company's debt is receiving in connection with such actssecured by real property. This means, among other things: (1) Agent and the Banks may collect from the Guarantor without first foreclosing on any real or personal property collateral pledged by the Company, and (2) if Agent and the Banks foreclose on any real property collateral pledged by the Company: (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) Agent and each Bank may collect from the Guarantor even if Agent or the Banks, by foreclosing on the real property collateral, have destroyed any right the Guarantor may have to collect from the Company. This is an unconditional and irrevocable waiver of any rights and defenses that Guarantor may have because the Company's debt is secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Sections 580(a), 580(b), 580(d), or 726 of the Code of Civil Procedure.

Xxxxxxx, 265 Cal. App. 2d 2nd 40 (1968), a lender may be estopped 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. By executing this Guaranty, Guarantor freely, irrevocably, absolutely and unconditionally: (i) waives and relinquishes that defense and agrees that Guarantor will be fully liable under Without limitation on the generality of the other waivers contained in this Guaranty even though and to the Agency may exercise extent California law applies to the Loan Documents, each Guarantor hereby waives (1) the defense that might otherwise be available under Xxxxxxx, supra, or any right similar judicial decision or remedy under statute, in the CP/HPS DDA and event the CP/HPS ENALender pursues a non-judicial foreclosure, including any act judicially or nonjudicially against any real property security; (ii2) agrees that Guarantor will not assert that defense in any action or proceeding which the Agency may commence to enforce this Guaranty; (iii) agrees that the all rights and defenses waived by Guarantor under this Guaranty include any right or defense that Guarantor may have or be entitled to assert based on or arising out of law an election of remedies by Xxxxxx, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed or equityotherwise impaired such Guarantor’s rights of subrogation and reimbursement against the principal (whether by the operation of any provision of the California Code of Civil Procedure or otherwise), and (3) all benefits and defenses it may have under California Civil Code Sections 2809, 2810, 2815, 2819, 2820, 2822, 2823, 2839, 2845 through 2850, 2899 and 3433, including, without limitation, the right to require Lender to (i) proceed against Borrower, any one other Guarantor, any pledgor of collateral for any person’s obligations to Lender or more of sections 580aany other person related to the Credit Agreement, 580b(ii) proceed against or exhaust any other security or collateral Lender may hold, 580d or 726 of the California Code of Civil Procedure; (iii) waives notice of default, acceleration, protest pursue any other right or dishonor; (iv) waives any notice of sale or other disposition of any security; (v) waives notice of acceptance of this Guaranty and of the existence, creation or incurring of new or additional guaranteed obligationsremedy for Guarantor’s benefit, and all agrees that Lender may foreclose against any property or any other notices security Lender may hold without taking any action against Borrower, any other Guarantor, any pledgor of any kind with respect to any Guaranteed Obligations except collateral for any notice required person’s obligations to be given Lender or any other person related to the Credit Agreement, and without proceeding against or exhausting any security or collateral Lender may hold. In addition, to the extent California law applies, each Guarantor under this Guaranty; waives all rights and (vi) agrees defenses that such Guarantor may have because the Agency relied on these waivers in entering into the CP/HPS DDA and taking the actions under which the obligation to provide this Guaranty arose and that this waiver Borrower’s debt is a material part of the consideration that the Agency is receiving in connection with such acts.secured by real property. This means, among other things:

Xxxxxxx, 265 Cal. App. 2d 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. By executing Without limitation on the generality of the other waivers contained in this GuarantyDeed of Trust, Guarantor freelyTrustor hereby waives (A) the defense that might otherwise be available under Gradsky, irrevocablysupra (or any similar judicial decision or statute) in the event the Beneficiary pursues a non-judicial foreclosure, absolutely and unconditionally(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) waives 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 relinquishes that defense and agrees that Guarantor will be fully liable under this Guaranty even though the Agency may exercise any right or remedy under the CP/HPS DDA and the CP/HPS ENA, including any act judicially or nonjudicially against any real property security; (ii) agrees that Guarantor will not assert that defense in the creditor may collect from the guarantor even if the creditor, by foreclosing on the real property collateral, has destroyed any action or proceeding which right the Agency guarantor may commence have to enforce this Guaranty; (iii) agrees that collect from the debtor. This is an unconditional and irrevocable waiver of any rights and defenses waived by Guarantor under this Guaranty include any right or defense that Guarantor the guarantor may have or be entitled to assert based on or arising out of law or equitybecause the debtor’s debt is secured by real property. These rights and defenses include, including, without limitationbut are not limited to, any one rights or more of sections defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure; (iii) waives notice of default, acceleration, protest or dishonor; (iv) waives any notice of sale or other disposition of any security; (v) waives notice of acceptance of this Guaranty and of the existence, creation or incurring of new or additional guaranteed obligations, and all other notices of any kind with respect to any Guaranteed Obligations except for any notice required to be given to Guarantor under this Guaranty; and (vi) agrees that the Agency relied on these waivers in entering into the CP/HPS DDA and taking the actions under which the obligation to provide this Guaranty arose and that this waiver is a material part of the consideration that the Agency is receiving in connection with such acts.