Common use of Guaranty of Payment Waiver of Defenses Etc Clause in Contracts

Guaranty of Payment Waiver of Defenses Etc. This Guaranty is a guaranty of payment and not of collection. This Guaranty is an absolute and independent obligation of the Guarantor, and Guarantor therefore waives any right to require that any action be brought against the Applicant/Buyer, another guarantor or any other person or entity which is liable for all or any part of the Guarantied Obligations, or to require that resort be had at any time to any security for the Guarantied Obligations or to any right of setoff or similar right. The Guarantor's obligations hereunder shall be payable on demand and shall be absolute and unconditional irrespective of (and the Guarantor hereby expressly waives any defense or claim of discharge based on): (i) the alteration or modification from time to time (whether material or otherwise) of the Guarantied Obligations, including the date, time, and place of payment, an increase or decrease in the rate or rates of interest accruing on the Guarantied Obligations, the period during which the Guarantied Obligations may be made, the amount of the Guarantied Obligations; (ii) the waiver by Creditor of the Applicant/Buyer's compliance with any of the terms and conditions of the Credit Agreement or other contracts; (iii) the forbearance by Creditor from exercising any right or remedy it may have under the Credit Agreement or under law; (iv) any inability, failure, neglect or omission to obtain, perfect, maintain, enforce, or realize upon any collateral for the Guarantied Obligations, or to pursue or obtain any deficiency judgment against the Applicant/Buyer following any foreclosure of any security interest, mortgage or deed of trust; (v) the loss or impairment of any collateral, the subordination or release of Creditor's lien thereon, or the sale, pledge, surrender, exchange or substitution of any collateral; (vi) Creditor releasing, waiving, discharging, or modifying the obligations of one or more other guarantors (whether a party hereto or to a separate agreement with Creditor); (vii) the acceptance by Creditor of any partial payment on the Guarantied Obligations or any collateral therefor, or Creditor settling, subordinating, compromising, discharging, or releasing the Guarantied Obligations or any collateral therefor; (viii) the enforceability of the Credit Agreement; (ix) any defenses or counterclaims assertable by the Applicant/Buyer, including any defense or counterclaim based on failure of consideration, fraud, statute of frauds, bankruptcy, statute of limitations, lender liability, and accord and satisfaction; (x) any setoff, counterclaim, recoupment or similar right assertable by the Applicant/Buyer, the Guarantor, or other guarantor (whether a party hereto or to a separate Guaranty); or (xi) any other circumstance which constitutes a legal or equitable discharge of a guarantor or surety. This Guaranty shall continue in full force and effect until five business days after written notice of termination shall have been received by Creditor. Notwithstanding the foregoing, such notice of termination shall not be effective as to any Guarantied Obligations existing prior to the effective date of termination. 3.

Guaranty of Payment Waiver of Defenses Etc. This Guaranty Guarantee is a guaranty guarantee of payment and not of collection. This Guaranty The Guarantor acknowledges and agrees that this Guarantee is an absolute and independent obligation of the Guarantor, Guarantor and Guarantor therefore waives any right to require that any action be brought against the Applicant/BuyerBorrower, another guarantor or any other person or entity which is liable for all or any part of the Guarantied Guaranteed Obligations, or to require that Secured Party seek to enforce or resort be had at to any time remedies with respect to any security for the Guarantied Obligations or interest, lien, encumbrance, right to any right of setoff or similar rightright granted to Secured Party on account of the Guaranteed Obligations. If Guarantor consists of multiple individuals and/or entities, their liability hereunder shall be joint and several, and the compromise of any claim with, or the release of, any one such individual or entity shall not constitute a compromise with, or a release of, any other such individual or entities. The Guarantor's ’s obligations hereunder shall be payable on demand and shall be absolute and unconditional irrespective of (and the Guarantor hereby expressly waives any defense or claim of discharge based on): (i) the alteration or modification from time to time (whether material or otherwise) of the Guarantied Guaranteed Obligations, including the date, time, and place of payment, an increase or decrease in the rate or rates of interest accruing on the Guarantied Guaranteed Obligations, the period during which the Guarantied Guaranteed Obligations may be made, the amount of the Guarantied ObligationsGuaranteed Obligations or otherwise; (ii) the waiver by Creditor CoBank of the Applicant/Buyer's Borrower’s compliance with any of the terms and conditions of the Credit Agreement or other contractsLoan Documents; (iii) the forbearance by Creditor CoBank from exercising any right or remedy it may have under the Credit Agreement Loan Documents or under law; (iv) any inability, failure, neglect or omission to obtain, perfect, maintain, enforce, or realize upon any collateral for the Guarantied Guaranteed Obligations, or to pursue or obtain any deficiency judgment against the Applicant/Buyer Borrower following any foreclosure of any security interest, mortgage or deed of trust; (v) the loss or impairment of any collateral, the subordination or release of Creditor's CoBank’s lien thereon, or the sale, pledge, surrender, exchange or substitution of any collateral; (vi) Creditor any act or omission (except acts or omissions in bad faith) of Secured Party that increases the scope of the Guarantor’s risk under this Guarantee, including negligent administration by secured Party of the Guaranteed Obligations: (vii) CoBank releasing, waiving, discharging, or modifying the obligations of one or more other guarantors (whether a party hereto or to a separate agreement with CreditorCoBank); (viiviii) the acceptance by Creditor CoBank of any partial payment on the Guarantied Guaranteed Obligations or any collateral therefor, or Creditor CoBank settling, subordinating, compromising, discharging, or releasing the Guarantied Guaranteed Obligations or any collateral therefor; (viiiix) the enforceability of the Credit AgreementLoan Documents; (ixx) any defenses or counterclaims assertable by the Applicant/BuyerBorrower, including any defense or counterclaim based on failure of consideration, breach of warranty, fraud, statute of frauds, bankruptcy, statute of limitations, lender liability, and accord and satisfactionsatisfaction and usury; (xxi) any setoff, counterclaim, recoupment or similar right assertable by the Applicant/BuyerBorrower, the Guarantor, or other guarantor (whether a party hereto or to a separate Guarantyguarantee); (xii) if applicable, the incapacity, death or disability of the Guarantor; or (xixiii) any other circumstance which constitutes a legal or equitable discharge of a guarantor or surety. This Guaranty Guarantee shall continue in full force and effect until five business ninety (90) days after written notice of termination shall have been received by CreditorCoBank. Notwithstanding the foregoing, such notice of termination shall not be effective as to to: (1) any Guarantied Guaranteed Obligations existing prior to the effective date of termination; (2) any Guaranteed Obligations arising thereafter pursuant to any commitment to extend credit entered into prior to the effective date of such notice (regardless of whether CoBank has or from time to time acquires a right to suspend or terminate such commitment owing to the occurrence of a default or otherwise); (3) any extensions, renewals, or refinancings of any Guaranteed Obligations referred to in (1) or (2) above made before or after the effective date of termination; and (4) interest, fees, expenses, and other Guaranteed Obligations relating to any of the foregoing. 3In addition, no such notice of termination shall in any manner impair or alter CoBank’s rights or obligations hereunder with respect to such Guaranteed Obligations or affect or impair the obligations of any other guarantor (whether a party hereto or to a separate guarantee).

Guaranty of Payment Waiver of Defenses Etc. This Guaranty Guarantee is a guaranty guarantee of payment and not of collection, and of performance of Xxxxxxxx's obligations to Lender. This Guaranty The Guarantor acknowledges and agrees that this Guarantee is an absolute and independent obligation of the Guarantor, Guarantor and Guarantor therefore waives any right to require that any action be brought against the Applicant/BuyerBorrower, another guarantor or any other person Person or entity which is liable for all or any part of the Guarantied Guaranteed Obligations, or to require that resort be had at any time to any security for the Guarantied Guaranteed Obligations or to any right of setoff or similar right. The Guarantor's obligations hereunder shall be payable on demand and shall be absolute and unconditional irrespective of (and the Guarantor hereby expressly waives any defense or claim of discharge based on): (i) the alteration or modification from time to time (whether material or otherwise) of the Guarantied Obligations, including the date, time, and place of payment, an increase or decrease in the rate or rates of interest accruing on the Guarantied Obligations, the period during which the Guarantied Obligations may be made, the amount of the Guarantied Obligations); (ii) the waiver by Creditor Lender of the Applicant/BuyerBorrower's compliance with any of the terms and conditions of the Credit Agreement or other contractsLoan Documents; (iii) the forbearance by Creditor Lender from exercising any right or remedy it may have under the Credit Agreement Loan Documents or under law; (iv) any inability, failure, neglect or omission to obtain, perfect, maintain, enforce, or realize upon any collateral Collateral for the Guarantied Guaranteed Obligations, or to pursue or obtain any deficiency judgment against the Applicant/Buyer Borrower following any foreclosure of any security interest, mortgage or deed of trust; (v) the loss or impairment of any collateralCollateral, the subordination or release of CreditorXxxxxx's lien thereon, or the sale, pledge, surrender, exchange or substitution of any collateralCollateral; (vi) Creditor Lender releasing, waiving, discharging, or modifying the obligations of one or more other guarantors (whether a party hereto or to a separate agreement with CreditorLender); (vii) the acceptance by Creditor Lender of any partial payment on the Guarantied Guaranteed Obligations or any collateral Collateral therefor, or Creditor Lender settling, subordinating, compromising, discharging, or releasing the Guarantied Guaranteed Obligations or any collateral Collateral therefor; (viii) the enforceability unenforceability of the Credit Agreementloan Documents; (ix) any defenses or counterclaims assertable by the Applicant/BuyerBorrower, including any defense or counterclaim based on failure of consideration, fraud, statute of frauds, bankruptcy, statute of limitations, lender liability, and accord and satisfaction; (x) any setoff, counterclaim, recoupment or similar right assertable by the Applicant/BuyerBorrower, the Guarantor, or other guarantor (whether a party hereto or to a separate Guarantyguarantee); or (xi) any other circumstance which constitutes a legal or equitable discharge of a guarantor or surety. This Guaranty Guarantee shall continue in full force and effect until five business days after written notice of termination shall have been received by CreditorXxxxxx. Notwithstanding the foregoing, such notice of termination shall not be effective as to any Guarantied Obligations Guaranteed Obligations: (1) existing prior to the effective date of termination; (2) arising thereafter pursuant to any commitment to extend credit entered into prior to the effective date of such notice (regardless of whether Lender has or from time to time acquires a right to suspend or terminate such commitment owing to the occurrence of a default or otherwise); (3) any extensions, renewals, or refinancing(s) of any Guaranteed Obligations referred to in (1) or (2) above made before or after the effective date of termination; and (4) interest, fees, expenses and other Guaranteed Obligations relating to any of the foregoing. 3In addition, no such notice of termination shall in any manner impair or alter Xxxxxx's rights or obligations hereunder with respect to such Guaranteed Obligations (including under Sections 3 and 6 hereof) or affect or impair the obligations of any other guarantor (whether a party hereto or to a separate guarantee).

Guaranty of Payment Waiver of Defenses Etc. This Guaranty Guarantee is a guaranty guarantee of payment and not of collection, and of performance of Borrower's obligations to Lender. This Guaranty The Guarantor acknowledges and agrees that this Guarantee is an absolute and independent obligation of the Guarantor, Guarantor and Guarantor therefore waives any right to require that any action be brought against the Applicant/BuyerBorrower, another guarantor or any other person Person or entity which is liable for all or any part of the Guarantied Guaranteed Obligations, or to require that resort be had at any time to any security for the Guarantied Guaranteed Obligations or to any right of setoff or similar right. The Guarantor's obligations hereunder shall be payable on demand and shall be absolute and unconditional irrespective of (and the Guarantor hereby expressly waives any defense or claim of discharge based on): (i) the alteration or modification from time to time (whether material or otherwise) of the Guarantied Obligations, including the date, time, and place of payment, an increase or decrease in the rate or rates of interest accruing on the Guarantied Obligations, the period during which the Guarantied Obligations may be made, the amount of the Guarantied Obligations); (ii) the waiver by Creditor Lender of the Applicant/BuyerBorrower's compliance with any of the terms and conditions of the Credit Agreement or other contractsLoan Documents; (iii) the forbearance by Creditor Lender from exercising any right or remedy it may have under the Credit Agreement Loan Documents or under law; (iv) any inability, failure, neglect or omission to obtain, perfect, maintain, enforce, or realize upon any collateral Collateral for the Guarantied Guaranteed Obligations, or to pursue or obtain any deficiency judgment against the Applicant/Buyer Borrower following any foreclosure of any security interest, mortgage or deed of trust; (v) the loss or impairment of any collateralCollateral, the subordination or release of CreditorLender's lien thereon, or the sale, pledge, surrender, exchange or substitution of any collateralCollateral; (vi) Creditor Lender releasing, waiving, discharging, or modifying the obligations of one or more other guarantors (whether a party hereto or to a separate agreement with CreditorLender); (vii) the acceptance by Creditor Lender of any partial payment on the Guarantied Guaranteed Obligations or any collateral Collateral therefor, or Creditor Lender settling, subordinating, compromising, discharging, or releasing the Guarantied Guaranteed Obligations or any collateral Collateral therefor; (viii) the enforceability unenforceability of the Credit Agreementloan Documents; (ix) any defenses or counterclaims assertable by the Applicant/BuyerBorrower, including any defense or counterclaim based on failure of consideration, fraud, statute of frauds, bankruptcy, statute of limitations, lender liability, and accord and satisfaction; (x) any setoff, counterclaim, recoupment or similar right assertable by the Applicant/BuyerBorrower, the Guarantor, or other guarantor (whether a party hereto or to a separate Guarantyguarantee); or (xi) any other circumstance which constitutes a legal or equitable discharge of a guarantor or surety. This Guaranty Guarantee shall continue in full force and effect until five business days after written notice of termination shall have been received by CreditorLender. Notwithstanding the foregoing, such notice of termination shall not be effective as to any Guarantied Obligations Guaranteed Obligations: (1) existing prior to the effective date of termination; (2) arising thereafter pursuant to any commitment to extend credit entered into prior to the effective date of such notice (regardless of whether Lender has or from time to time acquires a right to suspend or terminate such commitment owing to the occurrence of a default or otherwise); (3) any extensions, renewals, or refinancing(s) of any Guaranteed Obligations referred to in (1) or (2) above made before or after the effective date of termination; and (4) interest, fees, expenses and other Guaranteed Obligations relating to any of the foregoing. 3In addition, no such notice of termination shall in any manner impair or alter Lender's rights or obligations hereunder with respect to such Guaranteed Obligations (including under Sections 3 and 6 hereof) or affect or impair the obligations of any other guarantor (whether a party hereto or to a separate guarantee).