UNCONDITIONAL GUARANTY
April 28, 2005
Synova Healthcare, Inc.
Rose Tree Corporate Center
0000 Xxxxx Xxxxxxxxxx Xxxx Xxxx XX, Xxxxx 0000
Xxxxx, Xxxxxxxxxxxx 19063
(Individually and collectively "Borrower")
Xxxxx Xxxxxxxx
000 Xxxxxxxx Xxx
Xxxx Xxxxxxx, Xxxxxxxxxxxx 19380
(Individually and collectively "Guarantor")
Wachovia Bank, National Association
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
(Hereinafter referred to as "Bank")
To induce Bank to make, extend or renew loans, advances, credit, or other
financial accommodations to or for the benefit of Borrower, which are and will
be to the direct interest and advantage of the Guarantor, and in consideration
of loans, advances, credit, or other financial accommodations made, extended or
renewed to or for the benefit of Borrower, which are and will be to the direct
interest and advantage of the Guarantor, Guarantor hereby absolutely,
irrevocably and unconditionally guarantees to Bank and its successors, assigns
and affiliates the timely payment and performance of all liabilities and
obligations of Borrower to Bank and its affiliates, including, but not limited
to, all obligations under any notes, loan agreements, security agreements,
letters of credit, instruments, accounts receivable, contracts, drafts, leases,
chattel paper, indemnities, acceptances, repurchase agreements, overdrafts, and
the Loan Documents, as defined below, and all obligations of Borrower to Bank or
any of its affiliates under any swap agreement (as defined in 11 U.S.C. ss. 101,
as in effect from time to time), however and whenever incurred or evidenced,
whether primary, secondary, direct, indirect, absolute, contingent, due or to
become due, now existing or hereafter contracted or acquired, and all
modifications, extensions and renewals thereof (collectively, the "Guaranteed
Obligations").
Guarantor further covenants and agrees:
GUARANTOR'S LIABILITY. This Guaranty is a continuing and unconditional guaranty
of payment and performance and not of collection. The parties to this Guaranty
are jointly and severally obligated hereunder. This Guaranty does not impose any
obligation on Bank to extend or continue to extend credit or otherwise deal with
Borrower at any subsequent time. This Guaranty shall continue to be effective or
be reinstated, as the case may be, if at any time any payment of the Guaranteed
Obligations is rescinded, avoided or for any other reason must be returned by
Bank, and the returned payment shall remain payable as part of the Guaranteed
Obligations, all as though such payment had not been made. Except to the extent
the provisions of this Guaranty give Bank additional rights, this Guaranty shall
not be deemed to supersede or replace any other guaranties given to Bank by
Guarantor; and the obligations guaranteed hereby shall be in addition to any
other obligations guaranteed by Guarantor pursuant to any other agreement of
guaranty given to Bank and other guaranties of the Guaranteed Obligations.
TERMINATION OF GUARANTY. Guarantor may terminate this Guaranty only by written
notice, delivered personally to or received by certified or registered United
States Mail by an authorized officer of Bank at the address for notices provided
herein. Such termination shall be effective only with respect to Guaranteed
Obligations arising more than 15 days after the date such written notice is
received by said Bank officer. Such termination shall not be effective with
respect to Guaranteed Obligations (including any subsequent extensions,
modifications or compromises of the Guaranteed Obligations) then existing, or
Guaranteed Obligations arising subsequent to receipt by Bank of said notice if
such Guaranteed Obligations are a result of Bank's obligation to make advances
pursuant to a commitment, or are based on Borrower's obligations to make
payments pursuant to any swap agreement (as defined in 11 U.S.C. ss. 101, as in
effect from time to time), entered into prior to expiration of the 15 day notice
period, or are a result of advances which are necessary for Bank to protect its
collateral or otherwise preserve its interests. Termination of this Guaranty by
any single Guarantor will not affect the existing and continuing obligations of
any other Guarantor hereunder.
CONSENT TO MODIFICATIONS. GUARANTOR CONSENTS AND AGREES THAT BANK (AND, WITH
RESPECT TO SWAP OBLIGATIONS, ITS AFFILIATES) MAY FROM TIME TO TIME, IN ITS SOLE
DISCRETION, WITHOUT AFFECTING, IMPAIRING, LESSENING OR RELEASING THE OBLIGATIONS
OF GUARANTOR HEREUNDER: (a) extend or modify the time, manner, place or terms of
payment or performance and/or otherwise change or modify the credit terms of the
Guaranteed Obligations; (b) increase, renew, or enter into a novation of the
Guaranteed Obligations; (c) waive or consent to the departure from terms of the
Guaranteed Obligations; (d) permit any change in the business or other dealings
and relations of Borrower or any other guarantor with Bank; (e) proceed against,
exchange, release, realize upon, or otherwise deal with in any manner any
collateral that is or may be held by Bank in connection with the Guaranteed
Obligations or any liabilities or obligations of Guarantor; and (f) proceed
against, settle, release, or compromise with Borrower, any insurance carrier, or
any other person or entity liable as to any part of the Guaranteed Obligations,
and/or subordinate the payment of any part of the Guaranteed Obligations to the
payment of any other obligations, which may at any time be due or owing to Bank;
all in such manner and upon such terms as Bank may deem appropriate, and without
notice to or further consent from Guarantor. No invalidity, irregularity,
discharge or unenforceability of, or action or omission by Bank relating to any
part of the Guaranteed Obligations or any security therefor shall affect or
impair this Guaranty.
WAIVERS AND ACKNOWLEDGEMENTS. GUARANTOR WAIVES AND RELEASES THE FOLLOWING
RIGHTS, DEMANDS, AND DEFENSES Guarantor may have with respect to Bank (and, with
respect to swap obligations, its affiliates) and collection of the Guaranteed
Obligations: (a) promptness and diligence in collection of any of the Guaranteed
Obligations from Borrower or any other person liable thereon, and in foreclosure
of any security interest and sale of any property serving as collateral for the
Guaranteed Obligations; (b) any law or statute that requires that Bank (and,
with respect to swap obligations, its affiliates) make demand upon, assert
claims against, or collect from Borrower or other persons or entities, foreclose
any security interest, sell collateral, exhaust any remedies, or take any other
action against Borrower or other persons or entities prior to making demand
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upon, collecting from or taking action against Guarantor with respect to the
Guaranteed Obligations, including any such rights Guarantor might otherwise have
had under Va. Code xx.xx. 49-25 and 49-26, et seq., N.C.G.S. xx.xx. 26-7, et
seq., Tenn. Code Xxx. ss. 00-00-000, O.C.G.A. ss. 10-7-24, Mississippi Code Xxx.
ss. 87-5-1, and any successor statute and any other applicable law; (c) any law
or statute that requires that Borrower or any other person be joined in,
notified of or made part of any action against Guarantor; (d) that Bank or its
affiliates preserve, insure or perfect any security interest in collateral or
sell or dispose of collateral in a particular manner or at a particular time,
provided that Bank's obligation to dispose of Collateral in a commercially
reasonable manner is not waived hereby; (e) notice of extensions, modifications,
renewals, or novations of the Guaranteed Obligations, of any new transactions or
other relationships between Bank, Borrower and/or any guarantor, and of changes
in the financial condition of, ownership of, or business structure of Borrower
or any other guarantor; (f) presentment, protest, notice of dishonor, notice of
default, demand for payment, notice of intention to accelerate maturity, notice
of acceleration of maturity, notice of sale, and all other notices of any kind
whatsoever to which Guarantor may be entitled; (g) the right to assert against
Bank or its affiliates any defense (legal or equitable), set-off, counterclaim,
or claim that Guarantor may have at any time against Borrower or any other party
liable to Bank or its affiliates; (h) all defenses relating to invalidity,
insufficiency, unenforceability, enforcement, release or impairment of Bank or
its affiliates' lien on any collateral, of the Loan Documents, or of any other
guaranties held by Bank; (i) any right to which Guarantor is or may become
entitled to be subrogated to Bank or its affiliates' rights against Borrower or
to seek contribution, reimbursement, indemnification, payment or the like, or
participation in any claim, right or remedy of Bank or its affiliates against
Borrower or any security which Bank or its affiliates now has or hereafter
acquires, until such time as the Guaranteed Obligations have been fully
satisfied beyond the expiration of any applicable preference period; (j) any
claim or defense that acceleration of maturity of the Guaranteed Obligations is
stayed against Guarantor because of the stay of assertion or of acceleration of
claims against any other person or entity for any reason including the
bankruptcy or insolvency of that person or entity; and (k) the right to
marshalling of Borrower's assets or the benefit of any exemption claimed by
Guarantor. Guarantor acknowledges and represents that Guarantor has relied upon
Guarantor's own due diligence in making an independent appraisal of Borrower,
Xxxxxxxx's business affairs and financial condition, and any collateral;
Guarantor will continue to be responsible for making an independent appraisal of
such matters; and Guarantor has not relied upon Bank or its affiliates for
information regarding Borrower or any collateral.
FINANCIAL CONDITION. Guarantor warrants, represents and covenants to Bank and
its affiliates that on and after the date hereof: (a) the fair saleable value of
Guarantor's assets exceeds its liabilities, Guarantor is meeting its current
liabilities as they mature, and Guarantor is and shall remain solvent; (b) all
financial statements of Guarantor furnished to Bank are correct and accurately
reflect the financial condition of Guarantor as of the respective dates thereof;
(c) since the date of such financial statements, there has not occurred a
material adverse change in the financial condition of Guarantor; (d) there are
not now pending any court or administrative proceedings or undischarged
judgments against Guarantor, no federal or state tax liens have been filed or
threatened against Guarantor, and Guarantor is not in default or claimed default
under any agreement; and (e) at such reasonable times as Bank requests,
Guarantor will furnish Bank and its affiliates with such other financial
information as Bank and its affiliates may reasonably request.
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INTEREST AND APPLICATION OF PAYMENTS. Regardless of any other provision of this
Guaranty or other Loan Documents, if for any reason the effective interest on
any of the Guaranteed Obligations should exceed the maximum lawful interest, the
effective interest shall be deemed reduced to and shall be such maximum lawful
interest, and any sums of interest which have been collected in excess of such
maximum lawful interest shall be applied as a credit against the unpaid
principal balance of the Guaranteed Obligations. Monies received from any source
by Bank or its affiliates for application toward payment of the Guaranteed
Obligations may be applied to such Guaranteed Obligations in any manner or order
deemed appropriate by Bank and its affiliates.
DEFAULT. If any of the following events occur, a default ("Default") under this
Guaranty shall exist: (a) failure of timely payments or performance of the
Guaranteed Obligations or a default under any Loan Document; (b) a breach of any
agreement or representation contained or referred to in the Guaranty, or any of
the Loan Documents, or contained in any other contract or agreement of Guarantor
with Bank or its affiliates, whether now existing or hereafter arising; (c) the
death of, appointment of a guardian for, dissolution of, termination of
existence of, loss of good standing status by, appointment of a receiver for,
assignment for the benefit of creditors of, or the commencement of any
insolvency or bankruptcy proceeding by or against Guarantor or any general
partner of or the holder(s) of the majority ownership interests of Guarantor;
and/or (d) Bank determines in good faith, in its sole discretion, that the
prospects for payment or performance of the Guaranteed Obligations are impaired
or a material adverse change has occurred in the business or prospects of
Borrower or Guarantor, financial or otherwise.
If a Default occurs, the Guaranteed Obligations shall be due immediately and
payable without notice, other than Guaranteed Obligations under any swap
agreements (as defined in 11 U.S.C. ss. 101, as in effect from time to time)
with Bank or its affiliates, which shall be due in accordance with and governed
by the provisions of said swap agreements, and, Bank and its affiliates may
exercise any rights and remedies as provided in this Guaranty and other Loan
Documents, or as provided at law or equity. Guarantor shall pay interest on the
Guaranteed Obligations from such Default at the highest rate of interest charged
on any of the Guaranteed Obligations.
ATTORNEYS' FEES AND OTHER COSTS OF COLLECTION. Guarantor shall pay all of Bank's
and its affiliates' reasonable expenses incurred to enforce or collect any of
the Guaranteed Obligations, including, without limitation, reasonable
arbitration, paralegals', attorneys' and experts' fees and expenses, whether
incurred without the commencement of a suit, in any suit, arbitration, or
administrative proceeding, or in any appellate or bankruptcy proceeding.
SUBORDINATION OF OTHER DEBTS. Guarantor agrees: (a) to subordinate the
obligations now or hereafter owed by Borrower to Guarantor ("Subordinated Deft")
to any and all obligations of Borrower to Bank or its affiliates now or
hereafter existing while this Guaranty is in effect, provided however that
Guarantor may receive regularly scheduled principal and interest payments on the
Subordinated Debt so long as (i) all sums due and payable by Borrower to Bank
and its affiliates have been paid in full on or prior to such date, and (ii) no
event or condition which constitutes or which with notice or the lapse or time
would constitute an event of default with respect to the Guaranteed Obligations
shall be continuing on or as of the payment date; (b) Guarantor will either
place a legend indicating such subordination on every note, ledger page or other
document evidencing any part of the Subordinated Debt or deliver such documents
to Bank; and (c) except as permitted by this paragraph, Guarantor will not
request or accept payment of or any security for any part of the Subordinated
Debt, and any proceeds of the Subordinated Debt paid to Guarantor, through error
or otherwise, shall immediately be forwarded to Bank by Guarantor, properly
endorsed to the order of Bank, to apply to the Guaranteed Obligations.
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MISCELLANEOUS. ASSIGNMENT. This Guaranty and other Loan Documents shall inure to
the benefit of and be binding upon the parties and their respective heirs, legal
representatives, successors and assigns. Bank's interests in and rights under
this Guaranty and other Loan Documents are freely assignable, in whole or in
part, by Bank. Any assignment shall not release Guarantor from the Guaranteed
Obligations. ORGANIZATION; POWERS. Guarantor (i) is (a) an adult individual and
is sui juris, or (b) a corporation, general partnership, limited partnership,
limited liability company or other legal entity (as indicated below), duly
organized, validly existing and in good standing under the laws of its state of
organization, and is authorized to do business in each other jurisdiction
wherein its ownership of property or conduct of business legally requires such
organization, (ii) has the power and authority to own its properties and assets
and to carry on its business as now being conducted and as now contemplated; and
(iii) has the power and authority to execute, deliver and perform, and by all
necessary action has authorized the execution, delivery and performance of, all
of its obligations under this Guaranty and any other Loan Document to which it
is a party. APPLICABLE LAW; CONFLICT BETWEEN DOCUMENTS. This Guaranty shall be
governed by and construed under the laws of the state named in Bank's address
shown above without regard to that state's conflict of laws principles. If the
terms of this Guaranty should conflict with the terms of any commitment letter
that survives closing, the terms of this Guaranty shall control. GUARANTOR'S
ACCOUNTS. Except as prohibited by law, Guarantor grants Bank and its affiliates
a security interest in all of Guarantor's accounts with Bank and its affiliates.
JURISDICTION. Guarantor irrevocably agrees to non-exclusive personal
jurisdiction in the state named in Bank's address shown above. SEVERABILITY. If
any provision of this Guaranty or of the other Loan Documents shall be
prohibited or invalid under applicable law, such provision shall be ineffective
but only to the extent of such prohibition or invalidity, without invalidating
the remainder of such provision or the remaining provisions of this Guaranty or
other Loan Documents. NOTICES. Any notices to Guarantor shall be sufficiently
given if in writing and mailed or delivered to Guarantor's address shown above
or such other address as provided hereunder, and to Bank, if in writing and
mailed or delivered to Wachovia Bank, National Association, Mail Code VA7628,
P.O. Box 00000, Xxxxxxx, XX 00000 or Wachovia Bank, National Association, Mail
Code VA7628, 00 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 or such other address
as Bank may specify in writing from time to time. Notices to Bank must include
the mail code. In the event that Guarantor changes Guarantor's address at any
time prior to the date the Guaranteed Obligations are paid in full, Guarantor
agrees to promptly give written notice of said change of address to Bank by
registered or certified mail, return receipt requested, all charges prepaid.
PLURAL; CAPTIONS. All references in the Loan Documents to borrower, guarantor,
person, document or other nouns of reference mean both the singular and plural
form, as the case may be, and the term "person" shall mean any individual person
or entity. The captions contained in the Loan Documents are inserted for
convenience only and shall not affect the meaning or interpretation of the Loan
Documents. BINDING CONTRACT. Guarantor by execution of and Bank by acceptance of
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this Guaranty agree that each party is bound to all terms and provisions of this
Guaranty. AMENDMENTS, WAIVERS AND REMEDIES. No waivers, amendments or
modifications of this Guaranty and other Loan Documents shall be valid unless in
writing and signed by an officer of Bank. No waiver by Bank or its affiliates of
any Default shall operate as a waiver of any other Default or the same Default
on a future occasion. Neither the failure nor any delay on the part of Bank or
its affiliates in exercising any right, power, or privilege granted pursuant to
this Guaranty and other Loan Documents shall operate as a waiver thereof, nor
shall a single or partial exercise thereof preclude any other or further
exercise or the exercise of any other right, power or privilege. All remedies
available to Bank or its affiliates with respect to this Guaranty and other Loan
Documents and remedies available at law or in equity shall be cumulative and may
be pursued concurrently or successively. PARTNERSHIPS. If Guarantor is a
partnership, the obligations, liabilities and agreements on the part of
Guarantor shall remain in full force and effect and fully applicable
notwithstanding any changes in the individuals comprising the partnership. The
term "Guarantor" includes any altered or successive partnerships, and
predecessor partnership(s) and the partners shall not be released from any
obligations or liabilities hereunder. LOAN DOCUMENTS. The term "Loan Documents"
refers to all documents executed in connection with or related to the Guaranteed
Obligations and may include, without limitation, commitment letters that survive
closing, loan agreements, other guaranty agreements, security agreements,
instruments, financing statements, mortgages, deeds of trust, deeds to secure
debt, letters of credit and any amendments or supplements (excluding swap
agreements as defined in 11 U.S.C. ss. 101, as in effect from time to time).
LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO,
INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR
ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT
MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE LOAN
DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE
OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE
A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES
HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY
MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH
PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION,
MEDIATION, JUDICIALLY OR OTHERWISE. FINAL AGREEMENT. This Agreement and the
other Loan Documents represent the final agreement between the parties and may
not be contradicted by evidence of prior, contemporaneous or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the
parties.
FINANCIAL AND OTHER INFORMATION. Guarantor shall deliver to Bank such
information as Bank may reasonably request from time to time, including without
limitation, financial statements and information pertaining to Guarantor's
financial condition. Such information shall be true, complete, and accurate.
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NEGATIVE COVENANTS. Guarantor agrees that from the date hereof and until final
payment in full of the Guaranteed Obligations, unless Bank shall otherwise
consent in writing, Guarantor will not: DEFAULT ON OTHER CONTRACTS OR
OBLIGATIONS. Default on any material contract with or obligation when due to a
third party or default in the performance of any obligation to a third party
incurred for money borrowed. GOVERNMENT INTERVENTION. Permit the assertion or
making of any seizure, vesting or intervention by or under authority of any
governmental entity, as a result of which the management of Guarantor or any
guarantor is displaced of its authority in the conduct of its respective
business or such business is curtailed or materially impaired. JUDGMENT ENTERED.
Permit the entry of any monetary judgment or the assessment against, the filing
of any tax lien against, or the issuance of any writ of garnishment or
attachment against any property of or debts due. RETIRE OR REPURCHASE CAPITAL
STOCK. Retire or otherwise acquire any of its capital stock.
WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF
GUARANTOR BY EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS GUARANTY, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONNECTION WITH THIS GUARANTY, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH
RESPECT HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO ACCEPT THIS
GUARANTY. EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND
REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE
PARTIES CONTAINED IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT
HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING REPLACED,
SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS GUARANTY.
CONFESSION OF JUDGMENT. THE FOLLOWING PARAGRAPH SETS FORTH A POWER OF AUTHORITY
FOR ANY ATTORNEY TO CONFESS JUDGMENT AGAINST XXXXXXXXX. IN GRANTING THIS WARRANT
OF ATTORNEY TO CONFESS JUDGMENT AGAINST GUARANTOR, THE GUARANTOR, FOLLOWING
CONSULTATION WITH (OR DECISION NOT TO CONSULT) SEPARATE COUNSEL FOR GUARANTOR
AND WITH KNOWLEDGE OF THE LEGAL EFFECT HEREOF, HEREBY KNOWINGLY, INTENTIONALLY,
VOLUNTARILY, INTELLIGENTLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS THE
GUARANTOR HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER
THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES OF AMERICA,
COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, INCLUDING, WITHOUT LIMITATION, A
HEARING PRIOR TO GARNISHMENT AND ATTACHMENT OF THE GUARANTOR'S BANK ACCOUNT AND
OTHER ASSETS. GUARANTOR ACKNOWLEDGES AND UNDERSTANDS THAT BY ENTERING INTO THIS
GUARANTY CONTAINING A CONFESSION OF JUDGMENT CLAUSE THAT GUARANTOR IS
VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY GIVING UP ANY AND ALL RIGHTS, INCLUDING
CONSTITUTIONAL RIGHTS, THAT GUARANTOR HAS OR MAY HAVE TO NOTICE AND A HEARING
BEFORE JUDGMENT CAN BE ENTERED AGAINST GUARANTOR AND BEFORE THE GUARANTOR'S
ASSETS, INCLUDING, WITHOUT LIMITATION, ITS BANK ACCOUNTS, MAY BE GARNISHED,
LEVIED, EXECUTED UPON AND/OR ATTACHED. GUARANTOR UNDERSTANDS THAT ANY SUCH
GARNISHMENT, XXXX, EXECUTION AND/OR ATTACHMENT SHALL RENDER THE PROPERTY
GARNISHED, LEVIED, EXECUTED UPON OR ATTACHED IMMEDIATELY UNAVAILABLE TO
GUARANTOR. IT IS SPECIFICALLY ACKNOWLEDGED BY GUARANTOR THAT THE BANK HAS RELIED
ON THIS WARRANT OF ATTORNEY AND THE RIGHTS WAIVED BY XXXXXXXXX HEREIN IN
RECEIVING THIS GUARANTY AND AS AN INDUCEMENT TO GRANT FINANCIAL ACCOMMODATIONS
TO THE GUARANTOR.
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Upon the occurrence of a default in the payment of the Obligations due under
this Guaranty or a Default (as defined in the other Loan Documents) under any
other Loan Document, each Guarantor hereby jointly and severally authorizes and
empowers any attorney of any court of record or the prothonotary or clerk of any
county in the Commonwealth of Pennsylvania, or in any jurisdiction where
permitted by law or the clerk of any United States District Court, to appear for
Guarantor in any and all actions which may be brought hereunder and enter and
confess judgment against the Guarantor or any of them in favor of the Bank for
such sums as are due or may become due hereunder or under any other Loan
Documents, together with costs of suit and actual collection costs including,
without limitation, reasonable attorneys' fees equal to 5% of the Guaranteed
Obligations then due and owing but in no event less than $5,000.00, with or
without declaration, without prior notice, without stay of execution and with
release of all procedural errors and the right to issue executions forthwith. To
the extent permitted by law, Guarantor waives the right of inquisition on any
real estate levied on, voluntarily condemns the same, authorizes the
prothonotary or clerk to enter upon the writ of execution this voluntary
condemnation and agrees that such real estate may be sold on a writ of
execution; and also waives any relief from any appraisement, stay or exemption
law of any state now in force or hereafter enacted. GUARANTOR FURTHER WAIVES THE
RIGHT TO ANY NOTICE AND HEARING PRIOR TO THE EXECUTION, XXXX, ATTACHMENT OR
OTHER TYPE OF ENFORCEMENT OF ANY JUDGMENT OBTAINED HEREUNDER, INCLUDING, WITHOUT
LIMITATION, THE RIGHT TO BE NOTIFIED AND HEARD PRIOR TO THE GARNISHMENT, XXXX,
EXECUTION UPON AND ATTACHMENT OF GUARANTOR'S BANK ACCOUNTS AND OTHER PROPERTY.
If a copy of this Guaranty verified by affidavit of any officer of the Bank
shall have been filed in such action, it shall not be necessary to file the
original thereof as a warrant of attorney, any practice or usage to the contrary
notwithstanding. The authority herein granted to confess judgment shall not be
exhausted by any single exercise thereof, but shall continue and may be
exercised from time to time as often as the Bank shall find it necessary and
desirable and at all times until full payment of all amounts due hereunder and
under any other Loan Documents. The Bank may confess one or more judgments in
the same or different jurisdictions for all or part of the Guaranteed
Obligations arising hereunder or under any other Loan Documents to which
Guarantor is a party, without regard to whether judgment has theretofore been
confessed on more than one occasion for the same Guaranteed Obligations. In the
event that any judgment confessed against the Guarantor is stricken or opened
upon application by or on behalf of Guarantor or any obligor for any reason, the
Bank is hereby authorized and empowered to again appear for and confess judgment
against Guarantor for any part or all of the Guaranteed Obligations owing under
this Guaranty and/or for any other liabilities, as herein provided.
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IN WITNESS WHEREOF, Guarantor, on the day and year first written above, has
caused this Unconditional Guaranty to be executed under seal.
/s/ Xxxxx Xxxxxxxx (SEAL)
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Xxxxx Xxxxxxxx
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