Common use of Surety Waivers Clause in Contracts

Surety Waivers. (a) Except to the extent otherwise expressly restricted or prohibited pursuant either the Stock Purchase Agreement or the Note, at any time and in any manner, upon such terms and at such times as it considers best and with or without notice to Pledgor, Lender may alter, compromise, accelerate, extend, or change the time or manner for payment of the indebtedness, increase or reduce the rate of interest thereon, release or add any one or more obligors, guarantors, endorsers or borrower, accept additional or substituted security therefor, or release or subordinate any security therefor, without in any way affecting the security interest of this Agreement or any covenant of Pledgor. (b) Pledgor waives any right to require Lender to proceed against the Borrower or any other person, firm or corporation at any time or to pursue any other remedy in its power, and Pledgor agrees that Lender shall not be obligated to resort to any other security, with any priority, in any particular order, or at all, even if such action, or lack thereof, destroys, alters or otherwise impairs subrogation rights of Pledgor or the rights of Pledgor to proceed against Borrower for reimbursement, or both. (c) Pledgor waives and agrees not to assert or take advantage of: (i) any defense that may arise by reason of the incapacity, lack of authority, insolvency, suspension or dissolution of Borrower or any other person, or the failure of Lender to file or enforce a claim against the estate (either in administration, bankruptcy or other proceedings) of Borrower or any other person; or (ii) any defense or right based upon election of remedies by Lender, including, without limitation, an election to proceed by nonjudicial rather than judicial foreclosure, even if such election destroys, alters or otherwise impairs subrogation rights of Pledgor or the right of Pledgor to proceed against Borrower or any other person for reimbursement, or both. (d) Pledgor, by execution hereof, represents to Lender that the relationship between Pledgor and Borrower is such that Pledgor has access to all relevant facts and information concerning the debt and Borrower and that Lender can rely upon Pledgor having such access. Pledgor waives and agrees not to assert any duty on the part of Lender to disclose to Pledgor any facts that Lender may now or hereafter know about the Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Pledgor intends to assume or has reason to believe that such facts are unknown to Pledgor or has a reasonable opportunity to communicate such facts to Pledgor. Pledgor is fully responsible for being and keeping informed of the financial condition and operations of Borrower and all circumstances bearing on the risk of nonpayment of any indebtedness hereby secured. (e) Pledgor waives demand, protest and notices of any kind, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of new or additional indebtedness or of any action or non-action on the part of the Borrower, Lender, any endorser, any creditor of Borrower or Pledgor under this or any other instrument, or any other person whosoever, in connection with any obligation or evidence of indebtedness held by Lender as collateral or in connection with any indebtedness secured hereby. (f) Until all Secured Obligations of Borrower to Lender under the Stock Purchase Agreement and the Note have been paid in full, Pledgor waives the right of subrogation and waives any right to enforce any remedy which Lender now has or may hereafter have against Borrower and any benefit of, and any right to participate in, any security now or hereafter held by Lender. (g) With or without notice to Pledgor, Lender, in its sole discretion, at any time and from time to time, in such manner and upon such terms as it considers reasonable, may apply any and all payments or recoveries from any security, in such manner, order and priority as Lender elects, to any indebtedness of Borrower to Lender, whether or not such indebtedness is secured hereby or is otherwise secured or is due at the time of such application. (h) No exercise or nonexercise of Lender of any right hereby given it and no dealing by Lender with Borrower or any other person shall in any way affect any of the Secured Obligations of Pledgor hereunder or give Pledgor any recourse against Lender. (i) Notwithstanding that Pledgor and Borrower may have entered into a separate agreement relating to their rights and duties with each other, no right, remedy or provision thereof shall be binding upon or affect or delay Lender's rights or remedies under this Agreement or by operation of law. (j) Pledgor understands that the exercise by Lender of certain rights and remedies contained in the Stock Purchase Agreement and the Note may affect or eliminate Lender's right to seek a money judgment against Borrower and, therefore, Pledgor's right of subrogation to seek a money judgment against Borrower, and that Pledgor, upon completion of a foreclosure of this Agreement by Lender may therefore succeed to a partially or totally non-reimbursable liability on the part of Borrower. Nevertheless, Pledgor hereby authorizes and empowers Lender, at its sole option, without notice or and without affecting the validity or enforceability of this Agreement, as herein modified, to exercise, in its sole discretion, any and all rights and remedies, or any combination thereof, which may be available to it, including the right to foreclose this Agreement by nonjudicial sale, subject to any restrictions contained in the Stock Purchase Agreements or the Note. Pledgor acknowledges that Pledgor may have certain rights under applicable law which, if not waived by Pledgor, might provide Pledgor with defenses against Pledgor's liability under this Agreement. So long as any Obligation remains outstanding under the Stock Purchase Agreement or the Note, Pledgor further waives all rights and defenses that are or may become available to Pledgor.

Surety Waivers. (a) Except to the extent otherwise expressly restricted or prohibited pursuant either to any of the Stock Purchase Agreement or the Noteother Loan Documents, at any time and in any manner, upon such terms and at such times as it considers best and with or without notice to Pledgor, Lender Foothill may alter, compromise, accelerate, extend, or change the time or manner for payment of the indebtedness, increase or reduce the rate of interest thereon, release or add any one or more obligors, guarantors, endorsers or borrowerBorrower, accept additional or substituted security therefor, or release or subordinate any security therefor, without in any way affecting the security interest of this Pledge Agreement or any covenant of Pledgor. (b) Pledgor waives any right to require Lender Foothill to proceed against the Borrower or any other person, firm or corporation at any time or to pursue any other remedy in its power, and Pledgor agrees that Lender Foothill shall not be obligated to resort to any other security, including security given by the Borrower, with any priority, in any particular order, or at all, even if such action, or lack thereof, destroys, alters or otherwise impairs subrogation rights of Pledgor or the rights of Pledgor to proceed against Borrower for reimbursement, or both. (c) Pledgor waives and agrees not to assert or take advantage of: (i) any defense that may arise by reason of the incapacity, lack of authority, insolvency, suspension or dissolution of Borrower or any other person, or the failure of Lender Foothill to file or enforce a claim against the estate (either in administration, bankruptcy or other proceedings) of Borrower or any other person; or (ii) any defense or right based upon election of remedies by LenderFoothill, including, without limitation, an election to proceed by nonjudicial rather than judicial foreclosure, even if such election destroys, alters or otherwise impairs subrogation rights of Pledgor or the right of Pledgor to proceed against Borrower or any other person for reimbursement, or both. (d) Pledgor, by execution hereof, represents to Lender Foothill that the relationship between Pledgor and Borrower is such that Pledgor has access to all relevant facts and information concerning the debt and Borrower and that Lender Foothill can rely upon Pledgor having such access. Pledgor waives and agrees not to assert any duty on the part of Lender Foothill to disclose to Pledgor any facts that Lender Foothill may now or hereafter know about the Borrower, regardless of whether Lender Foothill has reason to believe that any such facts materially increase the risk beyond that which Pledgor intends to assume or has reason to believe that such facts are unknown to Pledgor or has a reasonable opportunity to communicate such facts to Pledgor. Pledgor is fully responsible for being and keeping informed of the financial condition and operations of Borrower and all circumstances bearing on the risk of nonpayment of any indebtedness hereby secured. (e) Pledgor waives demand, protest and notices notice (except as set forth in Section 4(b)) of any kind, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of new or additional indebtedness or of any action or non-action on the part of the Borrower, LenderFoothill, any endorser, any creditor of Borrower or Pledgor under this or of any other instrument, or any other person whosoever, in connection with any obligation or evidence of indebtedness held by Lender Foothill as collateral or in connection with any indebtedness secured hereby. (f) Until all Secured Obligations of Borrower to Lender Foothill under the Stock Purchase Agreement and the Note Loan Documents have been paid in full, Pledgor waives the right of subrogation and waives any right to enforce any remedy which Lender Foothill now has or may hereafter have against Borrower and any benefit of, and any right to participate in, any security now or hereafter held by LenderFoothill. (g) With or without notice to Pledgor, LenderFoothill, in its sole discretion, at any time and from time to time, in such manner and upon such terms as it considers reasonable, may (a) apply any and all payments or recoveries from any security, in such manner, order and priority as Lender Foothill elects, to any indebtedness of Borrower to LenderFoothill, whether or not such indebtedness is secured hereby or is otherwise secured or is due at the time of such application; and (b) refund to Borrower any payment received by Foothill upon any indebtedness hereby secured and payment of the amount refunded shall be fully secured hereby. (h) No exercise or nonexercise of Lender Foothill of any right hereby given it and no dealing by Lender Foothill with Borrower or any other person shall in any way affect any of the Secured Obligations obligations of Pledgor hereunder or give Pledgor any recourse against LenderFoothill. (i) Notwithstanding that Pledgor and Borrower may have entered into a separate agreement relating to their rights and duties with each other, no right, remedy or provision thereof shall be binding upon or affect or delay LenderFoothill's rights or remedies under this Pledge Agreement or by operation of law. (j) Pledgor understands that the exercise by Lender Foothill of certain rights and remedies contained in the Stock Purchase Agreement and the Note Loan Documents may affect or eliminate LenderFoothill's right to seek a money judgment against Borrower and, therefore, Pledgor's right of subrogation to seek a money judgment against Borrower, and that Pledgor, upon completion of a foreclosure of this Pledge Agreement by Lender Foothill may therefore succeed to a partially or totally non-reimbursable liability on the part of Borrower. Nevertheless, Pledgor hereby authorizes and empowers LenderFoothill, at its sole option, without notice or demand (except as set forth in Section 4(b)) and without affecting the validity or enforceability of this Pledge Agreement, as herein modified, to exercise, in its sole discretion, any and all rights and remedies, or any combination thereof, which may be available to it, including the right to foreclose this Pledge Agreement by nonjudicial sale, subject to any restrictions contained in the Stock Purchase Agreements or the NoteLoan Documents. Pledgor acknowledges that Pledgor may have certain rights under applicable law which, if not waived by Pledgor, might provide Pledgor with defenses against Pledgor's liability under this Pledge Agreement. Among those rights, are certain rights provided in sections 2808, 2819, 2821, 2845, 2848, 2850, 2854, 2899 and 3433 of the California Civil Code. Pledgor waives all of Pledgor's rights and defenses that are or may become available to Pledgor by reason of any or all of California Civil Code sections 2808, 2819, 2821, 2845, 2899, and 3433. So long as any Obligation remains outstanding under the Stock Purchase Agreement or the NoteLoan Agreement, Pledgor further waives all rights and defenses that are or may become available to PledgorPledgor by reason of any or all of California Civil Code sections 2848, 2850, and 2854.

Surety Waivers. (a) Except Mortgagor agrees that no acceleration of the maturity of the Obligations, no renewal, extension or rearrangement of or any other indulgence with respect to the extent otherwise expressly restricted or prohibited pursuant either Obligations, no change in the Stock Purchase Agreement or the Note, at any time and in any manner, upon such terms and at such times as it considers best and with or without notice to Pledgor, Lender may alter, compromise, accelerate, extend, or change the time place or manner of payment of or other change in the terms of the Obligations, no release of or substitution for any security or other guaranty now or hereafter held by Mortgagee for payment of the indebtednessObligations, increase no release of any person liable for payment or reduce the rate of interest thereon, release or add any one or more obligors, guarantors, endorsers or borrower, accept additional or substituted security therefor, or release or subordinate any security therefor, without in any way affecting the security interest of this Agreement or any covenant of Pledgor. (b) Pledgor waives any right to require Lender to proceed against the Borrower or any other person, firm or corporation at any time or to pursue any other remedy in its power, and Pledgor agrees that Lender shall not be obligated to resort to any other security, with any priority, in any particular order, or at all, even if such action, or lack thereof, destroys, alters or otherwise impairs subrogation rights of Pledgor or the rights of Pledgor to proceed against Borrower for reimbursement, or both. (c) Pledgor waives and agrees not to assert or take advantage of: (i) any defense that may arise by reason purchase of the incapacity, lack of authority, insolvency, suspension or dissolution of Borrower or any other person, or the failure of Lender to file or enforce a claim against the estate (either in administration, bankruptcy or other proceedings) of Borrower or any other person; or (ii) any defense or right based upon election of remedies by LenderObligations, including, without limitation, any maker, endorser, guarantor or surety (any such other person is referred to herein as an election "Other Liable Party"), no delay in enforcement of payment of the Obligations and no delay or omission or lack of dili gence or care in exercising any right or power with respect to proceed by nonjudicial rather than judicial foreclosurethe Obligations or any security therefor or guaranty thereof, even if such election destroys, alters shall in any manner impair or otherwise impairs subrogation affect the rights of Pledgor Mortgagee or the obligations, duties and liabilities of Mortgagor hereunder. Mortgagor agrees that it shall not be necessary or required that Mortgagee make demand for payment upon any Other Liable Party or present the Obligations for payment by any Other Liable Party or make protest thereof or give notice to any Other Liable Party of maturity or nonpayment of the Obligations by any Other Liable Party or file suit or proceed to obtain or assert a claim for personal judgment against any Other Liable Party for the Obligations or make any effort at collection of the Obligations or exercise or assert any other right of Pledgor or remedy to proceed against Borrower which Mortgagee is or may be entitled in connection with the Obligations or any other person security therefor or assert or file at any time any claim against the assets or estate of any Other Liable Party as a condition of enforcing this instrument. Mortgagor waives any right to the benefit of or to require or control application of any Collateral now existing or hereafter obtained by Mortgagee as security for reimbursement, or both. (d) Pledgor, by execution hereof, represents to Lender that the relationship between Pledgor and Borrower is such that Pledgor has access to all relevant facts and information concerning the debt and Borrower and that Lender can rely upon Pledgor having such access. Pledgor waives Obligations and agrees not that Mortgagee shall have no duty insofar as Mortgagor is concerned to assert apply upon any duty on the part of Lender to disclose to Pledgor any facts that Lender may now or hereafter know about the Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Pledgor intends to assume or has reason to believe that such facts are unknown to Pledgor or has a reasonable opportunity to communicate such facts to Pledgor. Pledgor is fully responsible for being and keeping informed of the financial condition and operations Obligations, any money, payments or other property at any time received by or paid to or in the possession of Borrower and all circumstances bearing on Mortgagee. Mortgagor agrees that except for the risk gross negligence or willful misconduct of nonpayment of any indebtedness hereby secured. (e) Pledgor waives demandMortgagee, protest and notices of any kind, including, without limiting the generality of the foregoing, notice of the existence, creation Mortgagor shall have no recourse or incurring of new or additional indebtedness or action against Mortgagee by reason of any action Mortgagee may take or non-action on the part of the Borrower, Lender, any endorser, any creditor of Borrower or Pledgor under this or any other instrument, or any other person whosoever, omit to take in connection with the Obligations or the collection of any obligation sums or evidence of indebtedness held by Lender as collateral amounts herein mentioned, or in connection with any indebtedness secured hereby. (f) Until all Secured Obligations of Borrower to Lender under the Stock Purchase Agreement and the Note have been paid in full, Pledgor waives the right of subrogation and waives security or any right to enforce any remedy which Lender now has or may hereafter have against Borrower and any benefit of, and any right to participate in, any security now or hereafter held by Lender. (g) With or without notice to Pledgor, Lender, in its sole discretion, other guaranty at any time and from time to time, in such manner and upon such terms as it considers reasonable, may apply any and all payments or recoveries from any security, in such manner, order and priority as Lender elects, to any indebtedness of Borrower to Lender, whether or not such indebtedness is secured hereby or is otherwise secured or is due at the time of such applicationexisting therefor. (h) No exercise or nonexercise of Lender of any right hereby given it and no dealing by Lender with Borrower or any other person shall in any way affect any of the Secured Obligations of Pledgor hereunder or give Pledgor any recourse against Lender. (i) Notwithstanding that Pledgor and Borrower may have entered into a separate agreement relating to their rights and duties with each other, no right, remedy or provision thereof shall be binding upon or affect or delay Lender's rights or remedies under this Agreement or by operation of law. (j) Pledgor understands that the exercise by Lender of certain rights and remedies contained in the Stock Purchase Agreement and the Note may affect or eliminate Lender's right to seek a money judgment against Borrower and, therefore, Pledgor's right of subrogation to seek a money judgment against Borrower, and that Pledgor, upon completion of a foreclosure of this Agreement by Lender may therefore succeed to a partially or totally non-reimbursable liability on the part of Borrower. Nevertheless, Pledgor hereby authorizes and empowers Lender, at its sole option, without notice or and without affecting the validity or enforceability of this Agreement, as herein modified, to exercise, in its sole discretion, any and all rights and remedies, or any combination thereof, which may be available to it, including the right to foreclose this Agreement by nonjudicial sale, subject to any restrictions contained in the Stock Purchase Agreements or the Note. Pledgor acknowledges that Pledgor may have certain rights under applicable law which, if not waived by Pledgor, might provide Pledgor with defenses against Pledgor's liability under this Agreement. So long as any Obligation remains outstanding under the Stock Purchase Agreement or the Note, Pledgor further waives all rights and defenses that are or may become available to Pledgor.

Surety Waivers. (a) Except to the extent otherwise expressly restricted or prohibited pursuant either the Stock Purchase Agreement or the Note, at any time and in any manner, upon such terms and at such times as it considers best and with or without notice to PledgorPledgors, Lender may alter, compromise, accelerate, extend, or change the time or manner for payment of the indebtedness, increase or reduce the rate of interest thereon, release or add any one or more obligors, guarantors, endorsers or borrower, accept additional or substituted security therefor, or release or subordinate any security therefor, without in any way affecting the security interest of this Agreement or any covenant of PledgorPledgors. (b) Pledgor waives Pledgors waive any right to require Lender to proceed against the Borrower or any other person, firm or corporation at any time or to pursue any other remedy in its power, and Pledgor agrees Pledgors agree that Lender shall not be obligated to resort to any other security, with any priority, in any particular order, or at all, even if such action, or lack thereof, destroys, alters or otherwise impairs subrogation rights of Pledgor Pledgors or the rights of Pledgor Pledgors to proceed against Borrower for reimbursement, or both. (c) Pledgor waives Pledgors waive and agrees agree not to assert or take advantage of: : (i) any defense that may arise by reason of the incapacity, lack of authority, insolvency, suspension or dissolution of Borrower or any other person, or the failure of Lender to file or enforce a claim against the estate (either in administration, bankruptcy or other proceedings) of Borrower or any other person; or (ii) any defense or right based upon election of remedies by Lender, including, without limitation, an election to proceed by nonjudicial rather than judicial foreclosure, even if such election destroys, alters or otherwise impairs subrogation rights of Pledgor Pledgors or the right of Pledgor Pledgors to proceed against Borrower or any other person for reimbursement, or both. (d) PledgorPledgors, by execution hereof, represents represent to Lender that the relationship between Pledgor Pledgors and Borrower is such that Pledgor has Pledgors have access to all relevant facts and information concerning the debt and Borrower and that Lender can rely upon Pledgor Pledgors having such access. Pledgor waives Pledgors waive and agrees agree not to assert any duty on the part of Lender to disclose to Pledgor Pledgors any facts that Lender may now or hereafter know about the Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Pledgor intends Pledgors intend to assume or has reason to believe that such facts are unknown to Pledgor Pledgors or has a reasonable opportunity to communicate such facts to PledgorPledgors. Pledgor is Pledgors are fully responsible for being and keeping informed of the financial condition and operations of Borrower and all circumstances bearing on the risk of nonpayment of any indebtedness hereby secured. (e) Pledgor waives Pledgors waive demand, protest and notices of any kind, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of new or additional indebtedness or of any action or non-action on the part of the Borrower, Lender, any endorser, any creditor of Borrower or Pledgor Pledgors under this or any other instrument, or any other person whosoever, in connection with any obligation or evidence of indebtedness held by Lender as collateral or in connection with any indebtedness secured hereby. (f) Until all Secured Obligations of Borrower to Lender under the Stock Purchase Agreement and the Note have been paid in full, Pledgor waives Pledgors waive the right of subrogation and waives waive any right to enforce any remedy which Lender now has or may hereafter have against Borrower and any benefit of, and any right to participate in, any security now or hereafter held by Lender. (g) With or without notice to PledgorPledgors, Lender, in its sole discretion, at any time and from time to time, in such manner and upon such terms as it considers reasonable, may apply any and all payments or recoveries from any security, in such manner, order and priority as Lender elects, to any indebtedness of Borrower to Lender, whether or not such indebtedness is secured hereby or is otherwise secured or is due at the time of such application. (h) No exercise or nonexercise of Lender of any right hereby given it and no dealing by Lender with Borrower or any other person shall in any way affect any of the Secured Obligations of Pledgor Pledgors hereunder or give Pledgor Pledgors any recourse against Lender. (i) Notwithstanding that Pledgor Pledgors and Borrower may have entered into a separate agreement relating to their rights and duties with each other, no right, remedy or provision thereof shall be binding upon or affect or delay Lender's rights or remedies under this Agreement or by operation of law. (j) Pledgor understands Pledgors understand that the exercise by Lender of certain rights and remedies contained in the Stock Purchase Agreement and the Note may affect or eliminate Lender's right to seek a money judgment against Borrower and, therefore, Pledgor's Pledgors' right of subrogation to seek a money judgment against Borrower, and that PledgorPledgors, upon completion of a foreclosure of this Agreement by Lender Lender, may therefore succeed to a partially or totally non-reimbursable liability on the part of Borrower. Nevertheless, Pledgor Pledgors hereby authorizes authorize and empowers empower Lender, at its sole option, without notice or and without affecting the validity or enforceability of this Agreement, as herein modified, to exercise, in its sole discretion, any and all rights and remedies, or any combination thereof, which may be available to it, including the right to foreclose this Agreement by nonjudicial sale, subject to any restrictions contained in the Stock Purchase Agreements or the Note. Pledgor acknowledges Pledgors acknowledge that Pledgor Pledgors may have certain rights under applicable law which, if not waived by PledgorPledgors, might provide Pledgor Pledgors with defenses against Pledgor's Pledgors' liability under this Agreement. So long as any Obligation remains outstanding under the Stock Purchase Agreement or the Note, Pledgor Pledgors further waives waive all rights and defenses that are or may become available to PledgorPledgors.