Common use of Suretyship Waivers and Consents Clause in Contracts

Suretyship Waivers and Consents. (a) The obligations of each Borrower ------------------------------- are independent of the obligations of all of the other Borrowers. Each Borrower expressly waives any right to require Lender to proceed against any other Borrower, to proceed against or exhaust any Collateral or any other security for the Liabilities or to pursue any remedy Lender may have at any time. Each Borrower agrees that Lender may proceed against any one or more of the Borrowers and/or the Collateral in such order and manner as Lender shall determine in its sole and absolute discretion. A separate action or actions may be brought and prosecuted against any one or more of the Borrowers whether an action is brought or prosecuted against any other Borrower or with respect to any Collateral or whether any other Person shall be joined in any such action or actions. Each Borrower expressly waives the benefit of any statute(s) of limitations affecting its liability under this Agreement or the Ancillary Documents or the enforcement of the Liabilities or any rights of Lender created or granted under this Agreement or the Ancillary Documents. Lender's rights hereunder and under the Ancillary Documents shall be reinstated and revived, and the obligations and liability of each Borrower hereunder and thereunder shall continue, with respect to any amount at any time paid on account of the Liabilities which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Borrower, or otherwise, all as though such amount had not been paid. (b) Each Borrower expressly waives any and all defenses now or hereafter arising or asserted by reason of (i) any disability or other defense of any other Borrower or with respect to the Liabilities; (ii) the cessation for any cause whatsoever of the liability of any other Borrower and (iii) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of any other Borrower or the Liabilities or any Collateral or guaranty therefor by operation of law or otherwise. Each Borrower agrees that any amounts received by Lender from whatever source on account of the Liabilities may be applied by Lender toward the payment of such of the Liabilities and in such order of application as Lender may from time to time elect; and, notwithstanding any payments made by any Borrower, such Borrower shall have no right of subrogation, reimbursement, exoneration, indemnity, contribution or any other rights that would result in such Borrower being deemed a creditor of any other Borrower under the federal Bankruptcy Code or any other law or for any other purpose and such Borrower hereby irrevocably waives all such rights, the right to assert any such rights and any right to enforce any remedy which Lender now or may hereafter have against any Borrower and hereby irrevocably waives any benefit of and any right to participate in, any security now or hereafter held by Lender, whether any of the foregoing rights arise in equity, at law or by contract. (c) Each Borrower represents and warrants to Lender that it has established adequate means of obtaining from each of the other Borrowers, on a continuing basis, financial and other information pertaining to the businesses, operations and condition (financial and otherwise) of each of the other Borrowers and its properties, and each Borrower now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) or each of the other Borrowers and their properties. Each Borrower hereby expressly waives and relinquishes any duty on the part of Lender (should any such duty exist) to disclose to any Borrower any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any Borrower or their properties, whether now known or hereafter known by Lender. (d) Each Borrower represents and warrants that each of the waivers set forth herein is made with each Borrower's full knowledge of its significance and consequences, and that under the circumstances the waivers are reasonable and not contrary to public policy or law. If any of such waivers is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the maximum extent permitted by law.

Suretyship Waivers and Consents. (ai) The obligations of each Borrower ------------------------------- Grantor are independent of the obligations of each other Grantor. Upon and during the continuance of any Event of Default, Purchaser may proceed directly and at once, without notice, against any Grantor to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Grantor or any other person, or against any security or collateral for the Obligations. Each Grantor consents and agrees that Purchaser shall be under no obligation to marshal any assets in favor of such Grantor or against or in payment of any or all of the other BorrowersObligations. Each Borrower expressly waives any right to require Lender to proceed against any other Borrower, to proceed against or exhaust any Collateral or any other security for the Liabilities or to pursue any remedy Lender may have at any time. Each Borrower agrees that Lender may proceed against any one or more of the Borrowers and/or the Collateral in such order and manner as Lender shall determine in its sole and absolute discretion. A separate action or actions may be brought and prosecuted against any one or more of the Borrowers whether an action is brought or prosecuted against any other Borrower or with respect to any Collateral or whether any other Person shall be joined in any such action or actions. Each Borrower Grantor expressly waives the benefit of any statute(s) statute of limitations affecting its liability under this Agreement or the Ancillary Documents or the enforcement of the Liabilities Obligations to Purchaser or any rights of Lender Purchaser created or granted under this Agreement or the Ancillary DocumentsPurchase Agreement. Lender's Purchaser’s rights hereunder and under the Ancillary Documents shall be reinstated and revived, and the obligations and liability of each Borrower Grantor hereunder and thereunder shall continue, with respect to any amount at any time paid on account of the Liabilities Obligations to Purchaser which thereafter shall be required to be restored or returned by Lender Purchaser upon the bankruptcy, insolvency or reorganization of any BorrowerGrantor, or otherwise, all as though such amount had not been paid. (bii) Each Borrower expressly of the Grantors hereby waives any and all defenses now applicable or hereafter available to guarantors or sureties whether arising as a result of the joint and several nature of the obligations of the Grantors hereunder, under the Purchase Agreement, under any other Transaction Document or asserted otherwise. Without limiting the generality of any other waiver or other provision set forth in this Agreement, each Grantor hereby waives, to the maximum extent such waiver is permitted by reason law, any and all benefits, defenses to payment or performance, or any right to partial or complete exoneration arising directly or indirectly under any one or more of California Civil Code Sections 2787 to 2855 inclusive, and all successor sections. (iii) Each Grantor waives any and all rights and provisions of California Code of Civil Procedure sections 580a, 580b, 580d and 726, including, but not limited to any provision thereof that: (i) may limit the time period for Purchaser to commence a lawsuit against any disability or other defense of Grantor to collect any other Borrower or with respect Obligations to the LiabilitiesPurchaser owing by any Grantor to Purchaser; (ii) the cessation for may entitle any cause whatsoever of the liability Grantor to a judicial or nonjudicial determination of any other Borrower and deficiency owed by such Grantor to Purchaser, or to otherwise limit Purchaser’s right to collect a deficiency based on the fair market value of such real property security; (iii) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release may limit Purchaser’s right to collect a deficiency judgment after a sale of any real property securing the Obligations to Purchaser; (iv) may require Purchaser to take only one action to collect the Obligations to Purchaser or that may otherwise limit the remedies available to Purchaser to collect the Obligations to Purchaser. This waiver means, among other Borrower things: (i) Purchaser may collect from the Grantors without first foreclosing on any real or personal property collateral pledged by the Liabilities Grantors; and (ii) if Purchaser forecloses on any real property collateral pledged by the Grantors: (A) the amount of the Obligations to Purchaser 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) Purchaser may collect from the Grantors even if Purchaser, by foreclosing on the real property collateral, has destroyed any right any Grantor may have to collect from any other Grantor. This is an unconditional and irrevocable waiver of any rights and defenses the Grantors may have because any of the Obligations to Purchaser is secured by real property. These rights and defenses include, but are not limited to, any rights or any Collateral defenses based upon Section 580a, 580b, 580d, or guaranty therefor by operation 726 of law or otherwise. the California Code of Civil Procedure. (iv) Each Borrower Grantor agrees that any amounts received by Lender Purchaser from whatever source on account of the Liabilities Obligations to Purchaser may be applied by Lender Purchaser toward the payment of such of the Liabilities Obligations to Purchaser and in such order of application as Lender Purchaser may from time to time elect; and, and notwithstanding any payments made by any BorrowerGrantor, and, until Purchaser shall have been fully and finally paid, such Borrower Grantor shall have no right of subrogation, reimbursement, exoneration, indemnity, contribution or any other rights that would result in such Borrower Grantor being deemed a creditor of any other Borrower Grantor under the federal Bankruptcy Code or any other law or for any other purpose and such Borrower Grantor hereby irrevocably waives all such rights, the right to assert any such rights and any right to enforce any remedy which Lender Purchaser now or may hereafter have against any Borrower Grantor and hereby irrevocably waives any benefit of and any right to participate in, any security now or hereafter held by LenderPurchaser, whether any of the foregoing rights arise in equity, at law or by contract. (cv) Each Borrower Grantor represents and warrants to Lender Purchaser that it has established adequate means of obtaining from each of the other BorrowersGrantor and their affiliates, on a continuing basis, financial and other information pertaining to the businesses, operations and condition (financial and otherwise) of each of the other Borrowers Grantor, their affiliates and its their properties, and each Borrower Grantor now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) or each of the other Borrowers Grantor, their affiliates and their properties. Each Borrower Grantor hereby expressly waives and relinquishes any duty on the part of Lender Purchaser (should any such duty exist) to disclose to any Borrower Grantor any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any Borrower each Grantor, their affiliates or their properties, whether now known or hereafter known by LenderPurchaser. (dvi) Each Borrower Grantor represents and warrants that each of the waivers set forth herein is are made with each Borrower's Grantor’s full knowledge of its their significance and consequences, and that under the circumstances the waivers are reasonable and not contrary to public policy or law. If any of such said waivers is are determined to be contrary to any applicable law or public policy, such waiver waivers shall be effective only to the maximum extent permitted by law.

Suretyship Waivers and Consents. (ai) The obligations of each Borrower ------------------------------- Grantor are independent of the obligations of all of the each other BorrowersGrantor. Each Borrower Grantor expressly waives any right to require Lender Purchaser to proceed against any other BorrowerGrantor, to proceed against or exhaust any Pledged Collateral or any other security for the Liabilities Obligations to Purchaser or to pursue any remedy Lender Purchaser may have at any time. Each Borrower Grantor agrees that Lender Purchaser may proceed against any one or more of the Borrowers Grantor and/or the Pledged Collateral in such order and manner as Lender Purchaser shall determine in its sole and absolute discretion. A separate action or actions may be brought and prosecuted against any one or more of the Borrowers Grantor whether an action is brought or prosecuted against any other Borrower Grantor or with respect to any Pledged Collateral or whether any other Person person shall be joined in any such action or actions. Each Borrower Grantor expressly waives the benefit of any statute(s) statute of limitations affecting its liability under this Pledge Agreement or the Ancillary Documents or the enforcement of the Liabilities Obligations to Purchaser or any rights of Lender Purchaser created or granted under this Pledge Agreement or the Ancillary DocumentsPurchase Agreement. LenderPurchaser's rights hereunder and under the Ancillary Documents shall be reinstated and revived, and the obligations and liability of each Borrower Grantor hereunder and thereunder shall continue, with respect to any amount at any time paid on account of the Liabilities Obligations to Purchaser which thereafter shall be required to be restored or returned by Lender Purchaser upon the bankruptcy, insolvency or reorganization of any BorrowerGrantor, or otherwise, all as though such amount had not been paid. (bii) Each Borrower Grantor expressly waives any and all suretyship defenses now or hereafter arising or asserted by reason of asserted, including (iA) any disability or other defense of any other Borrower Grantor or with respect to the LiabilitiesObligations to Purchaser; (iiB) the cessation for any cause whatsoever of the liability of any of the other Borrower Grantor and (iiiC) any act or omission of Lender Purchaser or others that directly or indirectly results in or aids the discharge or release of any other Borrower Grantor or the Liabilities Obligations to Purchaser or any Pledged Collateral or any guaranty therefor by operation of law or otherwise. Without limiting the generality of any other waiver or other provision set forth in this Agreement, each Grantor hereby waives, to the maximum extent such waiver is permitted by law, any and all benefits, defenses to payment or performance, or any right to partial or complete exoneration arising directly or indirectly under any one or more of California Civil Code Sections 2787 to 2855 inclusive, and all successor sections. (iii) Each Borrower Grantor agrees that any amounts received by Lender Purchaser from whatever source on account of the Liabilities Obligations to Purchaser may be applied by Lender Purchaser toward the payment of such of the Liabilities Obligations to Purchaser and in such order of application as Lender Purchaser may from time to time elect; and, and notwithstanding any payments made by any BorrowerGrantor, and, until Purchaser shall have been fully and finally paid, such Borrower Grantor shall have no right of subrogation, reimbursement, exoneration, indemnity, contribution or any other rights that would result in such Borrower Grantor being deemed a creditor of any other Borrower Grantor under the federal Bankruptcy Code or any other law or for any other purpose and such Borrower Grantor hereby irrevocably waives all such rights, the right to assert any such rights and any right to enforce any remedy which Lender Purchaser now or may hereafter have against any Borrower Grantor and hereby irrevocably waives any benefit of and any right to participate in, any security now or hereafter held by LenderPurchaser, whether any of the foregoing rights arise in equity, at law or by contract. (civ) Each Borrower Grantor represents and warrants to Lender Purchaser that it has established adequate means of obtaining from each of the other BorrowersGrantor and their affiliates, on a continuing basis, financial and other information pertaining to the businesses, operations and condition (financial and otherwise) of each of the other Borrowers Grantor, their affiliates and its their properties, and each Borrower Grantor now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) or of each of the other Borrowers Grantor, their affiliates and their properties. Each Borrower Grantor hereby expressly waives and relinquishes any duty on the part of Lender Purchaser (should any such duty exist) to disclose to any Borrower Grantor any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any Borrower each Grantor, their affiliates or their properties, whether now known or hereafter known by LenderPurchaser. (dv) Each Borrower Grantor represents and warrants that each of the waivers set forth herein is are made with each BorrowerGrantor's full knowledge of its their significance and consequences, and that under the circumstances the waivers are reasonable and not contrary to public policy or law. If any of such said waivers is are determined to be contrary to any applicable law or public policy, such waiver waivers shall be effective only to the maximum extent permitted by law.

Suretyship Waivers and Consents. (a) The obligations of each Borrower ------------------------------- Grantor are independent of the obligations of all of the each other BorrowersGrantor. Each Borrower Grantor expressly waives any right to require Lender Purchaser to proceed against any other BorrowerGrantor, to proceed against or exhaust any Collateral or any other security for the Liabilities Obligations to Purchaser or to pursue any remedy Lender Purchaser may have at any time. Each Borrower Grantor agrees that Lender Purchaser may proceed against any one or more of the Borrowers Grantor and/or the Collateral in such order and manner as Lender Purchaser shall determine in its sole and absolute discretion. A separate action or actions may be brought and prosecuted against any one or more of the Borrowers Grantor whether an action is brought or prosecuted against any other Borrower Grantor or with respect to any Collateral or whether any other Person person shall be joined in any such action or actions. Each Borrower Grantor expressly waives the benefit of any statute(s) statute of limitations affecting its liability under this Agreement or the Ancillary Documents or the enforcement of the Liabilities Obligations to Purchaser or any rights of Lender Purchaser created or granted under this Agreement or the Ancillary DocumentsPurchase Agreement. LenderPurchaser's rights hereunder and under the Ancillary Documents shall be reinstated and revived, and the obligations and liability of each Borrower Grantor hereunder and thereunder shall continue, with respect to any amount at any time paid on account of the Liabilities Obligations to Purchaser which thereafter shall be required to be restored or returned by Lender Purchaser upon the bankruptcy, insolvency or reorganization of any BorrowerGrantor, or otherwise, all as though such amount had not been paid. (bi) Each Borrower Grantor expressly waives any and all suretyship defenses now or hereafter arising or asserted by reason of asserted, including (iA) any disability or other defense of any other Borrower Grantor or with respect to the LiabilitiesObligations to Purchaser; (iiB) the cessation for any cause whatsoever of the liability of any of the other Borrower Grantor, and (iiiC) any act or omission of Lender Purchaser or others that directly or indirectly results in or aids the discharge or release of any other Borrower Grantor or the Liabilities Obligations to Purchaser or any Collateral or any guaranty therefor by operation of law or otherwise. Without limiting the generality of any other waiver or other provision set forth in this Agreement, each Grantor hereby waives, to the maximum extent such waiver is permitted by law, any and all benefits, defenses to payment or performance, or any right to partial or complete exoneration arising directly or indirectly under any one or more of California Civil Code Sections 2787 TO 2855 inclusive, and all successor sections. (ii) Each Borrower Grantor waives any and all rights and provisions of California Code of Civil Procedure sections 580a, 580b, 580d and 726, including, but not limited to any provision thereof that: (A) may limit the time period for Purchaser to commence a lawsuit against any Grantor to collect any Obligations to Purchaser owing by any Grantor to Purchaser; (B) may entitle any Grantor to a judicial or nonjudicial determination of any deficiency owed by such Grantor to Purchaser, or to otherwise limit Purchaser's right to collect a deficiency based on the fair market value of such real property security; (C) may limit Purchaser's right to collect a deficiency judgment after a sale of any real property securing the Obligations to Purchaser; (D) may require Purchaser to take only one action to collect the Obligations to Purchaser or that may otherwise limit the remedies available to Purchaser to collect the Obligations to Purchaser. This waiver means, among other things: (1) Purchaser may collect from the Grantors without first foreclosing on any real or personal property collateral pledged by the Grantors; and (2) if Purchaser forecloses on any real property collateral pledged by the Grantors: (A) the amount of the Obligations to Purchaser 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) Purchaser may collect from the Grantors even if Purchaser, by foreclosing on the real property collateral, has destroyed any right any Grantor may have to collect from any other Grantor. This is an unconditional and irrevocable waiver of any rights and defenses the Grantors may have because any of the Obligations to Purchaser 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. (iii) Each Grantor agrees that any amounts received by Lender Purchaser from whatever source on account of the Liabilities Obligations to Purchaser may be applied by Lender Purchaser toward the payment of such of the Liabilities Obligations to Purchaser and in such order of application as Lender Purchaser may from time to time elect; and, and notwithstanding any payments made by any BorrowerGrantor, and, until Purchaser shall have been fully and finally paid, such Borrower Grantor shall have no right of subrogation, reimbursement, exoneration, indemnity, contribution or any other rights that would result in such Borrower Grantor being deemed a creditor of any other Borrower Grantor under the federal Bankruptcy Code or any other law or for any other purpose and such Borrower Grantor hereby irrevocably waives all such rights, the right to assert any such rights and any right to enforce any remedy which Lender Purchaser now or may hereafter have against any Borrower Grantor and hereby irrevocably waives any benefit of and any right to participate in, any security now or hereafter held by LenderPurchaser, whether any of the foregoing rights arise in equity, at law or by contract. (civ) Each Borrower Grantor represents and warrants to Lender Purchaser that it has established adequate means of obtaining from each of the other BorrowersGrantor and their affiliates, on a continuing basis, financial and other information pertaining to the businesses, operations and condition (financial and otherwise) of each of the other Borrowers Grantor, their affiliates and its their properties, and each Borrower Grantor now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) or of each of the other Borrowers Grantor, their affiliates and their properties. Each Borrower Grantor hereby expressly waives and relinquishes any duty on the part of Lender Purchaser (should any such duty exist) to disclose to any Borrower Grantor any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any Borrower each Grantor, their affiliates or their properties, whether now known or hereafter known by LenderPurchaser. (d) Each Borrower represents and warrants that each of the waivers set forth herein is made with each Borrower's full knowledge of its significance and consequences, and that under the circumstances the waivers are reasonable and not contrary to public policy or law. If any of such waivers is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the maximum extent permitted by law.

Suretyship Waivers and Consents. (a) The obligations Obligations of each Borrower ------------------------------- are independent of the obligations Obligations of all of the each other BorrowersBorrower. Each Borrower expressly waives all suretyship rights and defenses, including any right to require Lender to proceed against any other Borrower, to proceed against or exhaust any Collateral or any other security for the Liabilities Obligations or to pursue any remedy Lender may have at any time. Each Borrower agrees that Lender may proceed against any one or more of the Borrowers Borrower and/or the Collateral in such order and manner as Lender shall determine in its sole and absolute discretion. A separate action or actions may be brought and prosecuted against any one or more of the Borrowers whether an action is brought or prosecuted against any other Borrower or with respect to any Collateral or whether any other Person person shall be joined in any such action or actions. Each Borrower expressly waives the benefit of any statute(s) of limitations affecting its liability under this Agreement or the Ancillary Documents or the enforcement of the Liabilities Obligations or any rights of Lender created or granted under this Agreement or the Ancillary DocumentsAgreement. Lender's rights hereunder and under the Ancillary Documents shall be reinstated and revived, and the obligations and liability of each Borrower hereunder and thereunder shall continue, with respect to any amount at any time paid on account of the Liabilities Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Borrower, or otherwise, all as though such amount had not been paid. (b) Each Borrower expressly waives any and all suretyship defenses including without limitation, those now or hereafter arising or asserted by reason of (i) any disability or other defense of any other Borrower or with respect to the LiabilitiesObligations; (ii) the cessation for any cause whatsoever of the liability of any other Borrower and (iii) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of any other Borrower or the Liabilities Obligations or any Collateral or any guaranty therefor by operation of law or otherwise. Each Borrower agrees that any amounts received by Lender from whatever source on account of the Liabilities Obligations may be applied by Lender toward the payment of such of the Liabilities Obligations and in such order of application as Lender may from time to time elect; and, notwithstanding any payments made by any Borrower, such Borrower shall have no right of subrogation, reimbursement, exoneration, indemnity, contribution or any other rights that would result in such Borrower being deemed a creditor of any other Borrower under the federal Bankruptcy Code or any other law or for any other purpose and such Borrower hereby irrevocably waives all such rights, the right to assert any such rights and any right to enforce any remedy which Lender now or may hereafter have against any Borrower and hereby irrevocably waives any benefit of and any right to participate in, any security now or hereafter held by Lender, whether any of the foregoing rights arise in equity, at law or by contract. (c) Each Borrower represents and warrants to Lender that it has established adequate means of obtaining from each of the other BorrowersBorrower, on a continuing basis, financial and other information pertaining to the businesses, operations and condition (financial and otherwise) of each of the other Borrowers Borrower and its properties, and each Borrower now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) or each of the other Borrowers Borrower and their its properties. Each Borrower hereby expressly waives and relinquishes any duty on the part of Lender (should any such duty exist) to disclose to any Borrower any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any each Borrower or their its properties, whether now known or hereafter known by Lender. (d) Each Borrower represents and warrants that each of the waivers waiver set forth herein is made with each Borrower's full knowledge of its significance and consequences, and that under the circumstances the waivers are each waiver is reasonable and not contrary to public policy or law. If any of such waivers is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the maximum extent permitted by law.