Daylight Credit Application Page 1
For valuable consideration, the undersigned (“Guarantor”) hereby agrees as follows:
2.1. Obligation. Guarantor guarantees to Daylight Foods, Inc., (“Seller”), and its successors and assigns, the payment of any and all indebtedness of (“Buyer”) to Sellers now or hereafter existing. The indebtedness of Guarantor includes all debts, obligations and amounts owed by Buyer to Seller, for goods sold by Seller to Buyer on credit, both before and after the date of this Guarantee. To the extent that said debts of Buyer arise under or are covered by the trust provisions of the Perishable Agricultural Commodities Act (PACA), 7 U.S.C. 499e(c), Guarantor agrees that its guarantee includes, assumes and extends to the obligations of Buyer under the PACA trust provisions.
3.2. Consent to Sellers’ Acts. Guarantor agrees and consents, without affecting Guarantor’s liability to Seller hereunder, that Seller may, without notice to or consent of Guarantor, upon such terms as it deems advisable: (a) extend, in whole or in part, by renewal or otherwise, the time of payment of any indebtedness owed by Buyer to Seller; (b) sell or compromise any claim of Seller against Buyer; or (c) release or substitute one or more other guarantors.
4.3. Joinder of Parties. The obligations of Guarantor hereunder are independent of the obligations of Buyer to Seller, and a separate action or actions may be brought and prosecuted against Guarantor individually whether or not an action is also brought against Buyer or any other guarantor, or whether Buyer is joined in any such action.
5.4. Waiver of Defenses. Guarantor waives any right to require Seller to: (a) proceed againstBuyer; (b) proceed against or exhaust any security held from Buyer; (c) any rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses available to the guarantor under Civ. Code §§ 2787-2855 or (d) pursue any other remedy in Seller’s power whatsoever prior to proceeding against Guarantor. Guarantor waives any defenses arising by reason of any disability of Buyer, including bankruptcy, the benefit of any statute of limitations affecting his liability hereunder or the enforcement of this Guarantee, or any defenses of Buyer to the fullest extent permitted by law.
6.5. Attorneys’ Fees. In the event any lawsuit is brought to enforce the terms of this Guarantee, the seller shall be entitled to reasonable costs and attorneys’ fees.
7.6. Subordination. Any indebtedness of Buyer to Guarantor now or hereafter arising is subordinated to the present and future indebtedness of Buyer to Seller referred to in paragraph 1 above.
8.7. Choice of Law; Forum Selection. This agreement shall be governed by, and construed in accordance with, the law of the State of California without reference to its choice of law rules.
9.8. Severability. If any provision of this Agreement is prohibited or invalid under applicable law, the remaining provisions of this Agreement shall not be invalidated.
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Document Name: Daylight Credit Application Page 1
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