Common use of Obligations of Guarantor Unconditional Clause in Contracts

Obligations of Guarantor Unconditional. Guarantor hereby agrees that: (A) Guarantor's liability hereunder is unconditional, irrespective of: (1) the legality, validity or enforceability of the Obligations; (2) the legality, validity or enforceability of any security interest, mortgage or pledge granted by Borrower as collateral for the Obligations, any guaranty, suretyship, letter of credit or reimbursement agreement issued by any person secondarily or otherwise liable for any of the Obligations, any security interest, mortgage, or pledge granted by any person secondarily or otherwise liable for any of the Obligations, any right of set-off against any account or credit on APA's books in favor of Borrower or any other person secondarily or otherwise liable for any of the Obligations, or any other device providing collateral security for payment of the Obligations, all of the hereinabove referenced devices being referred to herein as the "Collateral Security"; (3) the absence of any action or effort by APA to either resort to, enforce or exhaust its remedies under or against the Obligations and/or the Collateral Security; (4) the waiver or consent by APA with respect to any provision in the documentation of the Obligations or the Collateral Security; and (5) the recovery of any judgment against Borrower or any action to enforce such judgment or any other circumstance which might, absent the unconditional nature of this Guaranty, constitute a legal or equitable discharge or defense of a Guarantor. (B) APA may at any time, or from time to time, in APA's sole discretion: (1) change, alter, renew, continue, extend and/or accelerate the time of payment of, all or any of the Obligations, or any part or parts thereof or any renewal or renewals thereof; (2) replace any existing Obligation and the documentation therefor with an amended and restated Obligation and the documentation therefor; (3) sell, exchange, release, compromise and/or surrender all or any of the property which is the subject of the Collateral Security, or any part or parts thereof, with respect to which APA may now or hereafter have an interest (the "Collateral"); (4) sell and/or purchase any or all of the Collateral at public or private sale, or at any broker's board, and after deducting all costs and expenses of every kind for collection, sale and/or delivery, apply the proceeds of any such sale or sales against any of the Obligations; and (5) settle or compromise any or all of the Obligations with Borrower, and/or any other person or persons liable thereon, and/or subordinate the payment of same or any part thereof to the payment of any other debts or claims which may at any time be due or owing to APA and/or other person, all in such manner and upon such terms as APA may see fit and without notice to or the consent from Guarantor, who hereby agrees to be and remain bound upon this Guaranty, irrespective of the effect upon the existence or status of the Obligations or the Collateral Security and notwithstanding any such change, alteration, renewal, continuance, extension, acceleration, sale, exchange, release, compromise, surrender, application, settlement, subordination or other action hereinabove mentioned. (C) The liability of Guarantor will not be discharged except by complete and final performance of the Obligations. (D) The liability of Guarantor under this Guaranty shall be reinstated with respect to any amount paid to APA by Borrower or any other guarantor of the Obligations which is hereafter required to be returned to Borrower or such other guarantor or any trustee, receiver or other representative of or for Borrower or such other guarantor, upon or by reason of the bankruptcy, insolvency, reorganization, or dissolution of Borrower or such other guarantor, or for any other reason, all as though such amount had never been paid to APA. (E) This is a guaranty of payment and not merely of collection.

Obligations of Guarantor Unconditional. Guarantor hereby agrees that: (A) 3.1. Guarantor's ’s liability hereunder is unconditional, irrespective of: (1) 3.1.1. the legality, validity or enforceability of the Obligations; (2) 3.1.2. the legality, validity or enforceability of any security interest, mortgage mortgage, Combination Mortgage, Security Agreement and Fixture Financing Statement, or pledge granted by Borrower as collateral for the Obligations, any guaranty, suretyship, letter of credit or reimbursement agreement issued by any person secondarily or otherwise liable for any of the Obligations, any security interest, mortgage, or pledge granted by any person secondarily or otherwise liable for any of the Obligations, any right of set-off against any deposit account or credit on APA's Bank’s books in favor of Borrower or any other person secondarily or otherwise liable for any of the Obligations, or any other device providing collateral security for payment of the Obligations, all of the hereinabove referenced devices being referred to herein as the "“Collateral Security"”; (3) 3.1.3. the absence of any action or effort by APA Bank to either resort to, enforce or exhaust its remedies under or against the Obligations and/or the Collateral Security; (4) 3.1.4. the waiver or consent by APA Bank with respect to any provision in the documentation of the Obligations or the Collateral Security; and; (5) 3.1.5. the recovery of any judgment against Borrower or any action to enforce such judgment or any other circumstance which might, absent the unconditional nature of this Guaranty, constitute a legal or equitable discharge or defense of a Guarantor. (B) APA 3.2. Bank may at any time, or from time to time, in APA's Bank’s sole discretion: (1) 3.2.1. change, alter, renew, continue, extend and/or accelerate the time of payment of, all or any of the Obligations, or any part or parts thereof or any renewal or renewals thereof; (2) 3.2.2. replace any existing Obligation and the documentation therefor with an amended and restated Obligation and the documentation therefor; (3) 3.2.3. sell, exchange, release, compromise and/or surrender all or any of the property which that is the subject of the Collateral Security, or any part or parts thereof, with respect to which APA Bank may now or hereafter have an interest (the "“Collateral"”); (4) 3.2.4. sell and/or purchase any or all of the Collateral at public or private sale, or at any broker's ’s board, and after deducting all costs and expenses of every kind for collection, sale and/or delivery, apply the proceeds of any such sale or sales against any of the Obligations; and; (5) 3.2.5. settle or compromise any or all of the Obligations with Borrower, and/or any other person or persons liable thereon, and/or subordinate the payment of same or any part thereof to the payment of any other debts or claims which may at any time be due or owing to APA Bank and/or other person, all in such manner and upon such terms as APA Bank may see fit and without notice to or the consent from Guarantor, who hereby agrees to be and remain bound upon this Guaranty, irrespective of the effect upon the existence or status of the Obligations or the Collateral Security and notwithstanding any such change, alteration, renewal, continuance, extension, acceleration, sale, exchange, release, compromise, surrender, application, settlement, subordination or other action hereinabove mentioned. (C) 3.3. The liability of Guarantor will not be discharged except by complete and final performance of the Obligations. (D) 3.4. The liability of Guarantor under this Guaranty shall be reinstated with respect to any amount paid to APA Bank by Borrower or any other guarantor of the Obligations which is hereafter required to be returned to Borrower or such other guarantor or any trustee, receiver or other representative of or for Borrower or such other guarantorBorrower, upon or by reason of the bankruptcy, insolvency, reorganization, or dissolution of Borrower or such other guarantorBorrower, or for any other reason, all as though such amount had never been paid to APAby Borrower. (E) 3.5. This is a guaranty of payment and not merely of collection.