Exhibit 10.7
UNCONDITIONAL GUARANTY AGREEMENT
This UNCONDITIONAL GUARANTY AGREEMENT ("Guaranty") is made and
effective as of March 31, 2002 by and between LMR Holdings Limited, an exempted
company incorporated in the Cayman Islands (the "Guarantor"), and Ocwen
Financial Corporation, a Florida corporation ("Ocwen").
WITNESSETH:
WHEREAS, Guarantor provides this Guaranty to Ocwen to induce Ocwen to
make the loan in the outstanding principal amount of $9,153,356.00 (as used
hereinafter "Loan") to Balanced Care Realty (OFC), Inc., a Delaware corporation
(the "Borrower") contemplated under the Term Loan Agreement, dated of even date
herewith, by and among Balanced Care Corporation, a Delaware corporation
("Balanced Care"), Borrower, Balanced Care at Xxxxxx, Inc., a Delaware
corporation, Balanced Care at Centerville, Inc., a Delaware corporation,
Balanced Care at Shippensburg, Inc., a Delaware corporation, and Senior Care
Operators of Shippensburg, LLC, a Delaware limited liability company, as the
same may be amended from time-to-time, renewed, or extended ("Loan Agreement").
WHEREAS, Borrower is a wholly owned subsidiary of Balanced Care.
WHEREAS, in addition to the Loan Agreement, Ocwen, certain affiliates
of Ocwen, Balanced Care, and Borrower have entered into the Purchase Agreement
("Purchase Agreement"), of even date herewith (further described in the Loan
Agreement) and certain ancillary documents required in connection with the
consummation of the transactions contemplated by the Purchase Agreement (as used
hereinafter "Purchase Transaction").
WHEREAS, in connection with the Purchase Transaction, Borrower has
executed and delivered the Deferred Purchase Price Note (as defined in the Loan
Agreement) and Subordinate Mortgage (as defined in the Loan Agreement) to
affiliates of Ocwen.
WHEREAS, also of even date herewith, Balanced Care has executed and
delivered the BCC Note (also as defined in the Loan Agreement) to and in favor
of affiliates of Ocwen in connection with and to induce Ocwen to enter into the
Purchase Transaction and the transactions contemplated by the Loan Agreement (as
used hereinafter, "Loan Transaction").
WHEREAS, certain beneficiaries (or beneficial owners) of shareholders
of Guarantor are also beneficiaries (or beneficial owners) of shareholders of
Balanced Care.
WHEREAS, Guarantor understands, acknowledges, and agrees that
Guarantor's execution and delivery of this Guaranty to and for the benefit of
Ocwen is a condition precedent to Ocwen's obligation to make the Loan to
Borrower, and further that Ocwen would be unwilling to provide the Loan to
Borrower or enter into the Purchase Transaction or Loan Transaction if Guarantor
did not provide this Guaranty.
WHEREAS, Guarantor agrees that Ocwen's provision of the Loan to
Borrower, as well as Ocwen's performance of its other obligations in connection
with the Purchase Transaction and Loan Transaction, is sufficient consideration
for Guarantor performing the obligations set forth herein and for providing this
Guaranty to Ocwen.
NOW, THEREFORE, for the consideration stated above, and for such other
consideration, the receipt, adequacy, and sufficiency of which is hereby
acknowledged, Guarantor, intending to be legally bound, hereby agrees that the
foregoing recitals are incorporated herein by reference and as follows:
AGREEMENT:
Section 1. Obligations. The term "Obligations," as used herein, means
the following, whether now or hereafter existing or arising: (i) the principal
amount owed or to be paid by Borrower to Ocwen under and pursuant to the Loan,
evidenced by the Term Note, and for this purpose "principal" shall include in
addition to the principal amount set forth in Section 1.1 of the Loan Agreement
(a) all amounts owed (whether or not yet due and payable) during the term of the
Loan and any Extension (defined in the Loan Agreement) for real estate taxes
assessed against the Project Properties, (b) the amount required to pay the
insurance premiums associated with the insurance coverage (and policies
evidencing same) required by the terms of the Loan Agreement during the term of
the Loan and any Extension, and (c) all amounts expended by Ocwen, its
representatives, agents, or third-party designees during the term of the Loan
and any Extension for repairs and/or improvements to the Projects, or those made
on, about, or under the Project Properties which Ocwen deems to be reasonably
necessary for the protection or safety of the tenants or residents of the
Project Properties or for the proper maintenance and upkeep
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of the Project Properties, and (ii) all interest owed or to be paid by Borrower
to Ocwen under and pursuant to the Loan Agreement, as evidenced by the Term
Note. Terms used herein which are not specifically defined in this Guaranty
shall have meanings ascribed to such terms in the Loan Agreement.
Section 2. Continuing, Irrevocable Guaranty; Waiver of Acceptance(s).
In exchange for the consideration recited above, the Guarantor hereby absolutely
and unconditionally guarantees the full and prompt payment when due, by
acceleration or otherwise, of all of the Obligations for which the Borrower is
now or may hereafter become liable in any manner. That is, the Guarantor hereby
promises that if one or more of the Obligations are not paid promptly when due,
it will, upon the request of Ocwen, pay the Obligations. The Guarantor further
agrees to pay all reasonable expenses (including without limitation reasonable
attorneys' fees and legal expenses) paid or incurred by Ocwen in endeavoring to
collect the Obligations or any part thereof and in enforcing this Guaranty. This
Guaranty is a continuing and irrevocable Guaranty. The Guarantor hereby waives
notice of any and all acceptances of this Guaranty.
Section 3. Rescission or Return of Payments. The Guarantor agrees that,
if at any time all or any part of any payment theretofore applied by Ocwen to
any of the Obligations is or must be rescinded or returned by Ocwen for any
reason whatsoever (including without limitation the insolvency, bankruptcy or
reorganization of the Borrower, Guarantor, Balanced Care, or any other Person or
as a result of any other fact or circumstance), such Obligations shall, for the
purposes of this Guaranty, to the extent that such payment is or must be
rescinded or returned, be deemed to have continued in existence, notwithstanding
such application by Ocwen, and this Guaranty shall continue to be effective or
reinstated, as the case may be, as to such Obligations, all as though the
payment had not been made and such application by Ocwen had not been made.
Section 4. Unconditional Obligations; Waivers. The obligations, duties,
and responsibilities of the Guarantor, specifically including but not limited to
the Guarantor's obligation to pay the Obligations under this Guaranty, are
unconditional and shall not be impaired, mitigated, released, modified, or in
any way limited by (i) any action or omission to act, with or without notice to
the Guarantor, of Ocwen or any other holder of any of the Obligations, in
connection with the acquisition, perfection, possession, enforcement, or
disposition of any or all Obligations or any or all security therefore, or
otherwise, (ii) reason of any other circumstance which might otherwise
constitute a discharge or
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defense of a guarantor including specifically the right to cure any default of
the Borrower, (iii) any invalidity in any or all Obligations, the enforceability
thereof, or the insufficiency, invalidity, or unenforceability of any security
therefore, or (iv) an omission or delay on the part of Ocwen in exercising any
right against, or taking any action to collect from, or pursue the remedies
available to Ocwen against, any party liable for the payment or performance of
the Obligations, including but not limited to the Borrower, Balanced Care, and
Guarantor.
Without limitation of the foregoing, Ocwen may, from time to time, in
its sole discretion and without notice to or any consent required by the
Guarantor, take any or all of the following actions without discharging or in
any way impairing any of the obligations, duties, and responsibilities of the
Guarantor hereunder: (i) retain or obtain a security interest in any property to
secure any of the Obligations or any obligation hereunder, (ii) retain or obtain
the primary or secondary obligation of any obligor or obligors, in addition to
the Guarantor, with respect to any of the Obligations, (iii) extend or renew for
one or more periods (whether or not longer than the original period) or alter or
exchange any of the Obligations, or release or compromise any obligation of the
Guarantor hereunder or any obligation of any nature of any other obligor,
including but not limited to Balanced Care, with respect to any of the
Obligations, (iv) release or modify any of its Collateral, security,
document(s), instrument(s), other collateral or security now held or hereafter
acquired, or security interest therein, or surrender, release or permit any
substitution or exchange for all or any part of any property securing any of the
Obligations or any obligation hereunder, or extend or renew for one or more
periods (whether or not longer than the original period) or release, compromise,
alter or exchange, any obligations of any nature of any obligor with respect to
any such property, and (v) resort to the Guarantor for payment of any of the
Obligations, whether or not Ocwen shall have resorted to any Collateral under
the terms of any of the Security Documents or other property securing any of the
Obligations or shall have proceeded against any other obligor primarily or
secondarily obligated with respect to any of the Obligations, including but not
limited to Borrower and/or Balanced Care.
Given the foregoing, Guarantor hereby waives (i) the defenses of
impairment of collateral for the Obligations, impairment of recourse against any
Person against whom Ocwen has any right of recourse, and all defenses of any
accommodation maker, and
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(ii) notice of sale or other disposition of any Collateral or security now held
or hereafter acquired by Ocwen.
In addition, Guarantor hereby waives any provisions of Ohio and
Pennsylvania law, or any other applicable law, that would affect or limit in any
way Ocwen's ability to realize upon the terms of this Guaranty. The foregoing
waiver shall include but not be limited to the waiver of any and all
requirements or preconditions under applicable law governing or applicable to
confession of judgment or cognovit provisions.
Section 5. Set-Offs and Claims by the Guarantor. No set-off,
counterclaim, reduction or diminution of an obligation, duty, or responsibility
hereunder, or any defense of any kind or nature (excepting payment in fact)
which the Guarantor has or may have against Ocwen shall limit or in any way
affect the obligations and duties of the Guarantor hereunder to make payment on
the Obligations, and otherwise, to the extent permitted by law.
Section 6. Application of Payments. Any amounts received by Ocwen from
whatsoever source on account of the Obligations, including without limitation
payments received from the Guarantor pursuant to this Guaranty shall be applied
by Ocwen toward the payment of such of the Obligations, and in such order of
application, as Ocwen shall reasonably elect. In the event that Ocwen elects to
use such amounts to pay principal or interest due under the Term Note, such
amounts shall be applied by Ocwen to the payment of such principal and interest
in the inverse order of the maturity of such principal and interest.
Section 7. Additional Waivers. The Guarantor hereby expressly waives
presentment, protest, notice of protest, notice of dishonor or other nonpayment
of any and all Obligations, demand for payment or performance, diligence in or
failure to bring suit against any party liable for the payment or performance of
the Obligations, extension of time of payment or performance, and indulgences
and notices of every kind under the Loan Documents and consents to any and all
forbearances and extensions of time thereunder and to any and all changes in the
terms, covenants and conditions thereof, and agrees that it shall not be
released hereunder by any matter or things whatsoever whereby the Guarantor, as
absolute guarantor and surety, otherwise would or might be released, other than
pursuant to a written release delivered by Ocwen.
In addition to the foregoing, the Guarantor hereby agrees that Ocwen
shall not be required to pursue or exhaust any of its rights or remedies against
any party liable for the payment or
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performance of the Obligations, including the Borrower or Balanced Care, or to
pursue, exhaust, or preserve any of the rights or remedies of Ocwen with respect
to any Collateral or other security given to secure the Obligations or to take
any action of any sort, prior to demanding payment from or pursuing its remedies
against Guarantor.
Section 8. Maintenance of Corporate Existence. The Guarantor shall
preserve and maintain its corporate existence, rights, franchises and privileges
in the jurisdiction of its incorporation, in good standing, and remain qualified
as a foreign corporation, in good standing, in each jurisdiction in which such
qualification is necessary or desirable to its business and operations or the
ownership of its properties.
Section 9. Costs and Expenses. The Guarantor agrees to pay all
reasonable costs, expenses and fees, including all reasonable attorneys' fees,
which may be incurred by Ocwen in enforcing or attempting to enforce this
Guaranty following any default on the part of the Guarantor hereunder, whether
the same shall be enforced by suit or otherwise. If any such fees and expenses
are not so reimbursed, the amount thereof shall, to the extent permitted by law,
constitute additional indebtedness secured hereby, and in any action brought to
collect on or enforce the obligations, responsibilities, and duties herein,
specifically including Guarantor's responsibility to pay the Obligations, such
additional indebtedness shall be included as part of the Obligations, and Ocwen
shall be entitled to seek the recovery of such fees and expenses in such action,
except as limited by law or by judicial order or decision entered in such
proceedings.
Section 10. Reserved.
Section 11. Representations, Warranties and Additional Covenants and
Agreements of the Guarantor. The Guarantor hereby makes, in favor of Ocwen, the
representations and warranties set forth on Exhibit A, attached hereto, the
terms of which are hereby incorporated herein by reference and made a part
hereof, and the Guarantor hereby makes, in addition to those set forth elsewhere
in this Guaranty, in favor of Ocwen, the covenants, promises, and agreements set
forth on Exhibit B, attached hereto, the terms of which are hereby incorporated
herein by reference and made a part hereof. In addition, the Guarantor makes the
following representations, warranties, covenants, and agreements:
(a) The Guarantor shall furnish to Ocwen as soon as practical
at the end of each calendar quarter, and in any event no
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later than forty-five (45) days thereafter, during the term of the Loan and any
Extension, financial statements including but not limited to a balance sheet,
operating or income statement, and statement of retained earnings, if
applicable, all of which shall be in the form of the foregoing statements
previously provided to Ocwen for the period ended January 31, 2002. In addition,
the Guarantor shall furnish to Ocwen by April 30 of each year during the term of
the Loan or any Extension, complete balance sheets, operating or income
statements, and statements of retained earnings, if applicable, in the form of
the foregoing statements previously provided to Ocwen for the period ended
December 31, 2001. All of such statements shall be prepared in accordance with
the same accounting principles, consistently applied, as were used to prepare
the financial statements previously provided to Ocwen for the period ended
January 31, 2002, and shall be certified by the Guarantor as being true,
complete, and correct in all material respects.
Notwithstanding anything contained herein to the contrary, Ocwen agrees
that it shall not disclose the financial statements of Guarantor to any Person
without first obtaining the written consent of Guarantor, which consent shall
not be unreasonably withheld and which consent shall be deemed to have been
given by Guarantor unless Guarantor notifies Ocwen in writing of its objection
thereto within ten (10) Business Days from the date on which Guarantor receives
Ocwen's written request for Guarantor's consent to disclose such information.
(b) In addition to the foregoing, Guarantor shall also deliver
to Ocwen, within fifteen (15) Business Days after the following filings are
made, the annual audited financial statements, the semiannual financial
statements, and any other filings of any nature or type, that Canary Wharf Group
plc files with the English version of the Securities and Exchange Commission.
(c) Guarantor hereby represents and warrants that the Letter
of Intent (as defined in the Loan Agreement), this Guaranty, and any supporting
materials submitted by Guarantor for Ocwen's consideration in connection with
the Loan, the Letter or Intent, and/or this Guaranty constitutes a complete and
accurate presentation of all facts material to Ocwen's consideration of Ocwen's
entering to the Letter of Intent, the Loan, and this Guaranty.
Section 12. Reserved.
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Section 13. Excess Liabilities. The creation or existence from time to
time of Obligations in excess of the amount evidenced by the Loan Documents is
hereby authorized, without notice to the Guarantor and shall in no way affect or
impair the rights of Ocwen and the obligations of the Guarantor under this
Guaranty; provided, however, that the amount of any such excess Obligations
shall not become additional Obligations secured by this Guaranty without the
Guarantor's written consent.
Section 14. Assignment or Transfer of Liabilities. Ocwen may, from time
to time, without notice to the Guarantor, assign or transfer any or all of the
Obligations or any interest therein; and, notwithstanding any such assignment or
transfer or any subsequent assignment or transfer thereof, such Obligations
shall be and remain Obligations for the purposes of this Guaranty, and each and
every immediate and successive assignee or transferee of any of the Obligations
or of any such interest therein shall, to the extent of the interest of such
assignee or transferee in the Obligations, be entitled to the benefits of this
Guaranty to the same extent as if such assignee or transferee were the
transferor; provided, however, that, unless Ocwen shall otherwise consent in
writing, Ocwen shall have an unimpaired right, prior and superior to that of any
such assignee or transferee, to enforce this Guaranty, for the benefit of Ocwen,
as to those of the Obligations which shall not have been assigned or
transferred.
Notwithstanding anything contained herein to the contrary, Ocwen agrees
that it shall not disclose the financial statements of Guarantor to any Person
without first obtaining the written consent of Guarantor, which consent shall
not be unreasonably withheld and which consent shall be deemed to have been
given by Guarantor unless Guarantor notifies Ocwen in writing of its objection
thereto within ten (10) Business Days from the date on which Guarantor receives
Ocwen's written request for Guarantor's consent to disclose such information.
Guarantor understands and agrees that Ocwen may without the prior
consent of any member of the Obligated Group or Guarantor being required, sell
the Loan or grant or receive participation interests in the Loan to any third
party, whether or not such third party is related to Ocwen; provided, however,
that in connection with any syndication of the Loan, Ocwen Federal Bank FSB must
be the servicer of the Loan; and, provided, further, that Guarantor shall have
no obligation after such sale or syndication of the Loan and assignment or
transfer of this Guaranty or the Loan Agreement to provide any information to
any such assignee(s),
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transferee(s), or participant(s) that Guarantor, in the exercise of its
reasonable discretion, refuses to provide.
Notwithstanding anything set forth above to the contrary, in the event
that Ocwen desires to assign, in whole or in part, its right, title and
interest, and/or obligations or responsibilities in, under and to this Guaranty
and the other Loan Documents, and the assignee desires to receive information
related to Guarantor after such assignment, then Ocwen's assignment of this
Guaranty and the other Loan Documents shall not be made without Guarantor's
consent, which consent may be withheld only if Guarantor or an Affiliate of
Guarantor has had a prior business dealing with the proposed transferee,
assignee, or participant that was not reasonably acceptable to Guarantor, or the
proposed transferee, assignee, or participant is not reasonably acceptable to
Guarantor or is a competitor of Guarantor, any Affiliate of Guarantor, Balanced
Care, or any Affiliate of Balanced Care, and which consent shall be deemed to
have been given by Guarantor unless Guarantor notifies Ocwen in writing of its
objection thereto within ten (10) Business Days from the date on which Guarantor
receives Ocwen's written request for consent to disclose such information and
identifies in such writing the proposed assignee(s), transferee(s), or
participants(s).
Section 15. Events of Default. Each of the following shall constitute
an event of default (as used herein, "Event of Default"), whatever the reason
for such event and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment or order of any court or any
order, rule or regulation of any governmental or non-governmental body:
(a) An Event of Default as defined in the Loan Agreement.
(b) Guarantor's Net Worth (as defined in the Loan
Agreement) drops below Twenty Million Dollars
($20,000,000.00), and within twenty (20) Business
Days thereafter Guarantor has not (i) substituted in
place of Guarantor a guarantor meeting such minimum
Net Worth requirement, or (ii) otherwise provided
additional collateral as may be acceptable to Ocwen,
in its reasonable discretion.
(c) Any representation or warranty made by the Guarantor
under this Guaranty, or in any other agreement,
report certificate, financial statement or other
instrument referred to herein and/or
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furnished to Ocwen in connection herewith shall prove
incorrect or misleading in any material respect when
made or when deemed to have been made.
(d) The Guarantor shall default in the performance or
observance of any agreement or covenant contained in
this Guaranty (other than a covenant or agreement or
default in the performance or observance of which is
elsewhere in this Section 15 specifically dealt with)
and the continuance of such default for a period of
thirty (30) days after written notice thereof shall
have been given to the Guarantor by Ocwen.
(e) The filing by the Guarantor of a petition for the
appointment of a trustee with respect to itself or
any of its property.
(f) The making by the Guarantor of an assignment for the
benefit of creditors.
(g) The commencement by the Guarantor of a case in
bankruptcy or insolvency or for compromise,
adjustment or other relief under the laws of the
United States or of any state relating to the relief
of debtors.
(h) The failure of the Guarantor to obtain the dismissal,
within sixty (60) days after service upon the
Guarantor of any case commenced against the Guarantor
(i) for the appointment of a trustee for the
Guarantor, of any of its property or (ii) in
bankruptcy or insolvency or for compromise,
adjustment or other relief under the laws of the
United States or of any state relating to the relief
of debtors.
(i) The failure of the Guarantor to generally pay its
debts as such debts become due.
(j) The making, or the attempted making, by the Guarantor
of a fraudulent conveyance within the meaning of the
Uniform Fraudulent Conveyances Act.
(k) Guarantor liquidates, dissolves itself or is
dissolved or otherwise winds up its affairs and
ceases conducting its business.
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Section 16. Consequences of Event of Default. If any Event of Default
shall have occurred and be continuing beyond any applicable cure period, Ocwen
may proceed hereunder against the Guarantor, and Ocwen shall have, in its sole
discretion, the right to proceed first and directly against the Guarantor under
this Guaranty without proceeding first or concurrently against the Borrower or
Balanced Care, exhausting any other remedies it may have (including, without
limitation, any remedies under the Loan Documents) or without resorting to any
other security held by Ocwen. This Guaranty is a guaranty of payment, and not of
collection, and the Guarantor further waives any right to require that any
action first be brought against the Borrower, Balanced Care, or any other person
or party or to require that resort be had to any security.
Section 17. Cumulative Remedies, Delays. No delay on the part of Ocwen
in the exercise of any right or remedy shall operate as a waiver thereof, and no
single or partial exercise by Ocwen of any right or remedy shall preclude other
or further exercise thereof or the exercise of any other right or remedy; nor
shall any modification or waiver of any of the provisions of this Guaranty be
binding upon Ocwen except as expressly set forth in a writing duly signed and
delivered by Ocwen. No action of Ocwen permitted hereunder shall in any way
affect or impair the rights of Ocwen, and the obligations of the Guarantor,
under this Guaranty.
Section 18. Subordination. The Guarantor hereby subordinates any and
all claims which it now has, or in the future may acquire, as a creditor of the
Borrower, or for contribution or otherwise from Balanced Care or Borrower, to
the prior payment and satisfaction in full of this Guaranty, the Term Note, the
BCC Note, the Deferred Purchase Price Note, and the Obligations set forth in the
Guaranty given by Balanced Care to Ocwen, of even date herewith ("BCC
Obligations"). If, prior to the payment and satisfaction of this Guaranty, the
Term Note, the BCC Note, the Deferred Purchase Price Note, or the BCC
Obligations, the Guarantor would, without reference to the provisions of this
Section 18, be entitled to receive any payment on account of any claim of the
Guarantor against the Borrower or Balanced Care, such payments shall be made
instead to Ocwen until the Obligations, the Term Note, the BCC Note, the
Deferred Purchase Price Note, and the BCC Obligations have been paid and
satisfied in full and Ocwen so directs. If the Guarantor receives any payment on
account of any claim of the Guarantor against the Borrower or Balanced Care, the
Guarantor shall immediately pay the same over to Ocwen to be applied to the
payment or satisfaction of the Obligations, the Term Note, the BCC
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Note, the Deferred Purchase Price Note, and/or the BCC Obligations. Upon the
payment in full of the Term Note, the BCC Note, the Deferred Purchase Price
Note, the Obligations under this Guaranty, and the BCC Obligations, Guarantor
shall be permitted to seek and collect reimbursement from Borrower and/or
Balanced Care.
Section 19. Reserved.
Section 20. Survival; Binding Effect. All warranties, representations,
covenants, and agreements made by the Guarantor herein, or in any certificate or
other instrument delivered by it or on its behalf under this Guaranty, shall be
considered to have been relied upon by Ocwen and shall survive the Closing of
the Loan regardless of any investigation made by Ocwen on its behalf and shall
be effective until the payment in full of all amounts due and owing under this
Guaranty and/or the Term Note. Notwithstanding anything to the contrary set
forth herein or in any other document or agreement, Section 26 hereof shall
survive indefinitely. All statements in any such certificate or other instrument
shall constitute warranties and representations made by the Guarantor. This
Guaranty shall inure to the benefit of and be binding upon successors and
permitted assigns of each of the parties. If any Obligation of the Borrower is
assigned by Ocwen, this Guaranty will inure to the benefit of Ocwen's assignee,
and to the benefit of any subsequent assignee, to the extent of the assignment
or assignments, provided that no assignment will operate to relieve the
Guarantor from any duty to Ocwen hereunder with respect to any unassigned
Obligation.
Section 21. Miscellaneous.
(a) In the event of a conflict between the express terms of this
Guaranty and similar express terms set forth in any of the other Loan Documents,
or in any document executed in connection with the Purchase Transaction (as used
hereinafter, "Purchase Documents"), the express terms of this Guaranty shall
control. Nothing set forth herein is intended or shall be interpreted or
construed to (i) release any party to any of the Loan Documents, the Deferred
Purchase Price Note, the BCC Note, or the Purchase Documents from any obligation
of such party set forth in the Loan Documents, the Deferred Purchase Price Note,
the BCC Note, or the Purchase Documents, or (ii) otherwise affect any right of
any such party set forth in the Loan Documents, the Deferred Purchase Price
Note, the BCC Note, or the Purchase Documents.
(b) No notice to or demand on the Guarantor in any case shall entitle
the Guarantor to any other or further notice or
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demand in the same, similar and other circumstances. Neither any failure nor any
delay on the part of Ocwen in exercising any right, power or privilege hereunder
or under the other Loan Documents shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of the
same or the exercise of any other rights, power or privilege.
(c) This Guaranty shall be deemed to be a contract made under and shall
be construed in accordance with and governed by the laws of the State of Ohio,
without regard to its conflict of law principles. In the event of any dispute,
claim or controversy arising out of the terms or conditions of any of this
Guaranty, Guarantor hereby agrees that such dispute, claim, or controversy shall
be brought and heard only in the United States District Court for the Southern
District of Ohio, Western Division, in such other federal court as Ocwen shall
select, in state court in the State of Ohio, County of Xxxxxxxxxx, or in such
other state court in such other county and state as Ocwen may select, and all
applicable appellate courts thereof, and Guarantor hereby waives any objection
to jurisdiction, venue or forum non convenes that such party may have otherwise
had if this provision were not included herein. At the request of Ocwen, made at
any time, Guarantor shall designate a statutory agent in any State requested by
Ocwen such that this forum selection clause may be effectuated.
(d) No amendment, modification, termination, or waiver of any provision
of this Guaranty shall in any event be effective unless the same shall be in
writing and signed by Ocwen. Ocwen and Guarantor may from time to time enter
into written agreements amending or changing any provision of this Guaranty or
the rights of Ocwen or Guarantor hereunder or give waivers or consents to a
departure from the due performance of the obligations of the parties hereunder.
In the case of any such waiver or consent relating to any provision hereof, the
parties shall be restored to their former positions and rights hereunder, and
any Default or Event of Default so waived or consented to shall be deemed to be
cured and not continuing; but, no such waiver or consent shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereon. No notice or demand on Guarantor in any case shall entitle Guarantor to
any other or further notice or demand in similar or other circumstances.
(e) Guarantor agrees to do such further acts and things and to execute
and deliver to Ocwen such additional assignments, agreements, powers and
instruments, as Ocwen may reasonably require or deem advisable to carry into
effect the purposes of
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this Guaranty, or to better assure and confirm unto Ocwen its rights, powers and
remedies hereunder.
(f) Ocwen and Guarantor intend and believe that each provision in this
Guaranty will comport with all applicable local, state and federal laws and
judicial decisions. However, if any provision or provisions, or if any portion
of any provision or provisions, in this Guaranty are found by a court of law to
be in violation of any applicable local, state or federal ordinance, statute,
law, administrative or judicial decision, or public policy, and if such court
should declare such portion, provision or provisions of this Guaranty to be
illegal, invalid, unlawful, void or unenforceable as written, then it is the
intent of the parties hereto that such portion, provision or provisions shall be
given force and effect to the fullest possible extent, that the remainder of
this Guaranty shall be construed as if such provision or provisions were not
contained herein and that the rights, obligations and interests of the parties
under the remainder of this Guaranty shall continue in full force and effect.
(g) The Guaranty reflects the entire understanding of the parties with
respect to the subject matter hereof and supersedes all prior and/or
contemporaneous agreements or understandings with respect thereto in their
entirety, including but not limited to the Letter of Intent; provided, however,
that the provisions of the Letter of Intent that indicate specifically that they
shall survive the Closing of the Loan transaction shall continue in full force
and effect. In the event that there is a conflict between any such terms in the
Letter of Intent that survive, and the express terms of this Guaranty, the
express terms of this Guaranty shall control.
(h) Each party hereto hereby acknowledges that: (i) they have been
represented by independent counsel in connection with this Guaranty; (ii) they
have executed this Guaranty with the advice of such counsel; and (iii) this
Guaranty is the result of negotiations between the parties hereto and the advice
and assistance of their respective counsel. The fact that this Guaranty was
prepared by Ocwen's counsel as a matter of convenience shall have no import or
significance. Any uncertainty or ambiguity in this Guaranty shall not be
construed against Ocwen because Ocwen's counsel prepared this Guaranty in its
final form. No Person, other than the parties hereto, and such permitted
successors and assigns, shall have any right of action under or rights or
remedies by reason of this Guaranty.
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(i) All notices required to be sent to any party under and pursuant to
this Guaranty shall be sent to the following address, as applicable, by hand
delivery, delivery charges prepaid, overnight courier service, delivery charges
prepaid, facsimile delivery, via email delivery, or by the United States mail,
sent for certified delivery, return receipt requested, postage prepaid:
Ocwen: With a Copy To:
Ocwen Federal Bank FSB Squire, Xxxxxxx & Xxxxxxx L.L.P.
Ocwen Financial Corporation 00 X. Xxxx Xxxxxx, Xxxxx 0000
0000 Xxxx Xxxxx Xxxxx Xxxx. Xxxxxxxx, Xxxx 00000
Xxxx Xxxx Xxxxx, XX 00000
Attn: Secretary Attn: Xxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000 Fax: (000) 000-0000
AND
Ocwen Financial Corporation
0000 Xxxx Xxxxx Xxxxx Xxxx.
Xxxx Xxxx Xxxxx, XX 00000
Attn: Xxxx Xxxxxxxxx
Fax: (000) 000-0000
Guarantor With a Copy To:
LMR Holdings Limited Xxxx Xxxxxxx LLP
C/o International Property Corp. 000 Xxxx Xxxxxx
Xxxxx Xxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000
000 Xxxxx Xxxxxx Xxxx Xxxx: Xxxx X. Xxxxxx
Xxxxxxx, Xxxxxxx X0X 0X0 Fax: (000) 000-0000
Attn: Xxxx Xxxxxxx
Fax: (000) 000-0000
Such notices shall be deemed received by a party on the day of hand delivery,
the day after deposited with a reputable overnight delivery services for
next-day delivery, the day that receipt is confirmed by the sender's facsimile
machine if the notice is sent by facsimile; the day on which the notice is
received by email transmission evidenced by a reply of the recipient indicating
receipt; or three days after the notice is deposited with the U.S. Postal
Service for delivery as aforesaid. Any party listed above may change the address
for service of notice upon it by a notice in writing to the other parties hereto
as provided in this Section.
-15-
(j) Any exhibits and schedules attached to this Guaranty are an
integral part hereof and are hereby incorporated herein and included in the term
"this Guaranty."
(k) Each party hereto agrees that the terms of this Guaranty are
confidential and shall not be disclosed to any other Person without the written
consent of all of the parties hereto (unless ordered to do so by a court of
competent jurisdiction or otherwise required by applicable law, including
without limitation the Securities Act of 1933 and the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder).
Provided, however, that a party may disclose the terms of this Guaranty to
members of its and its Affiliates' board of directors, management, employees,
shareholders, officers, advisors, and others within their organizations with a
need to know, subject to the conditions that the receiving party (i) notify such
board members, management employees, shareholder, advisors, officers, and others
within their organization with a need to know that the terms of this Guaranty
are subject to a confidentiality agreement, and (ii) obtain such person's
agreement to maintain the confidentiality of the terms of this Guaranty. And,
provided, further, that Ocwen may disclose the terms of this Guaranty to any
party interested in buying or participating in the Loan and taking assignment of
this Guaranty, but Ocwen shall first obtain confidentiality agreements
substantially in the form of the agreement attached hereto as Exhibit C or in
another form reasonably acceptable to Guarantor from such interested third
parties.
(l) Each covenant by Guarantor contained in this Guaranty shall be
construed without reference to any other such covenant, and any determination of
whether Guarantor is in compliance with any such covenant shall be made without
reference to whether the Guarantor is in compliance with any other such
covenant.
(m) Time shall be of the essence with respect to the dates, terms, and
conditions set forth herein, and in the performance of all the obligations of
the Guarantor under this Guaranty.
(n) This Guaranty does not and is not intended to create any right or
interest in other parties or any third party beneficiaries or otherwise.
Section 22. Joint and Several Liability. Guarantor understands,
acknowledges, and agrees that its obligations, duties and responsibilities set
forth in this Guaranty to make payment on the Obligations are joint and several
with those of Balanced Care set
-16-
forth in the Guaranty Agreement executed and delivered by Balanced Care to
Ocwen, dated of even date herewith. However, this shall not affect any term,
provision, condition, obligation or agreement of or binding upon Guarantor set
forth herein.
Section 23. Counterparts. This Guaranty may be signed in any number of
counterparts with the same effect as if the signatures thereto were upon the
same instrument.
Section 24. Headings. Headings of the sections of this Guaranty are for
convenience only and shall not affect the construction or interpretation of this
Guaranty.
Section 25. Effective Date. This Guaranty shall be effective on and as
of March 31, 2002.
Section 26. WAIVER OF JURY TRIAL. OCWEN and THE GUARANTOR hereby
voluntarily, knowingly, irrevocably and unconditionally waive any right to have
a jury participate in resolving any dispute (whether based upon contract, tort,
or otherwise) between OCWEN AND THE GUARANTOR arising out of, or in any way
related to, this GUARANTY, any other related documents, or any relationship
between Ocwen and THE GUARANTOR pursuant to this GUARANTY or any other agreement
or document executed or delivered in connection herewith. This provision is a
material inducement to Ocwen to enter into the transactions described in this
GUARANTY. This provision shall not in any way affect, waive, limit, amend or
modify Ocwen's ability to pursue any remedies available to it.
Section 27. No Consequential Damages. No claim may be made by the
Guarantor, or by any of its officers, directors, managers, or agents, against
Ocwen or Ocwen's affiliates, directors, managers, officers, employees,
attorneys, or agents for any special, indirect, or consequential damages in
respect of any breach or wrongful conduct (whether the claim therefore is based
on contract, tort, or duty imposed by law) in connection with, arising out of,
or in any way related to the transaction contemplated and relationship
established by the Guaranty, or any act, omission, or event occurring in
connection therewith, and the Guarantor hereby waives, releases, and agrees not
to xxx upon any such claim for any such damages, whether or not accrued and
whether or not known or suspected to exist in its favor. Notwithstanding the
foregoing, Guarantor may seek injunctive or other equitable relief for any
breach by Ocwen or an Affiliate of Ocwen of the confidentiality or
non-disclosure provisions provided herein and in the Letter of Intent.
-17-
Section 28. Warrant of Attorney; Confession of Judgment. The Guarantor
hereby irrevocably authorizes any attorney-at-law to appear for the Guarantor in
any action on this Guaranty at any time after the Obligations guaranteed hereby
become due, whether by acceleration or otherwise, in any court of record in or
of the State of Ohio or elsewhere, to waive the issuing and service of process
against Guarantor and to confess judgment against Guarantor in favor of the
holder of this Guaranty for the amount that may be due pursuant to the
Obligations, with interest at the rate therein mentioned and cost of suit, and
to waive and release all errors in such proceedings and judgment, and all
petitions in error and rights of appeal from the judgment rendered. The
foregoing warrants of attorney shall survive any judgment, and, if any judgment
be vacated for any reason, the holder hereof nevertheless may thereafter use the
foregoing warrant of attorney to obtain an additional judgment or judgments
against Guarantor. The Guarantor waives any conflict of interest in Ocwen's
attorney confessing judgment against the Guarantor pursuant to the foregoing
warrant of attorney and further agrees that the attorney confessing judgment
pursuant to the foregoing warrant of attorney may receive a legal fee or other
thing of value from Ocwen.
Section 29. Pennsylvania Warrant of Attorney; Confession of Judgment
Provisions. The following provisions in this Section 29 shall apply only in the
event that Ocwen elects to seek a judgment on this Guaranty in any court in
Pennsylvania, as opposed to Ohio:
(i) POWER TO CONFESS JUDGMENT: GUARANTOR HEREBY AUTHORIZES AND EMPOWERS
THE PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF RECORD WITHIN THE COMMONWEALTH
OF PENNSYLVANIA OR ELSEWHERE TO APPEAR FOR GUARANTOR, AND, WITH OR WITHOUT
DECLARATION FILED, CONFESS JUDGMENT AGAINST GUARANTOR AND IN FAVOR OF OCWEN, AS
OF ANY TERM, FOR THE UNPAID OBLIGATIONS HEREUNDER, INCLUDING WITHOUT LIMITATION
ALL ACCRUED AND UNPAID CHARGES PAYABLE HEREUNDER, WHETHER BY ACCELERATION OR
OTHERWISE, WITH COSTS OF SUIT AND A REASONABLE ATTORNEY'S COMMISSION OF 15%,
WITH RELEASE OF ALL ERRORS, WAIVING ALL LAWS EXEMPTING REAL OR PERSONAL PROPERTY
FROM EXECUTION, TO THE EXTENT THAT SUCH LAWS MAY LAWFULLY BE WAIVED. NO SINGLE
EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT SHALL BE DEEMED TO EXHAUST
THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE
VALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY
BE EXERCISED FROM TIME TO TIME AND AS OFTEN AS OCWEN SHALL ELECT, UNTIL SUCH
TIME AS ALL AMOUNTS AND ALL OTHER MATERIAL OBLIGATIONS OF GUARANTOR HEREUNDER
SHALL HAVE BEEN SATISFIED.
-18-
BY SIGNING THIS INSTRUMENT, GUARANTOR HEREBY ACKNOWLEDGES THAT
GUARANTOR HAS READ THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE CONFESSION
OF JUDGMENT SET FORTH HEREIN), HAS HAD THE OPPORTUNITY TO HAVE THE SAME REVIEWED
BY LEGAL COUNSEL, UNDERSTANDS THE SAME, AND AGREES TO THE PROVISIONS CONTAINED
HEREIN, INCLUDING, WITHOUT LIMITATION, THE CONFESSION OF JUDGMENT PROVISIONS AND
UNDERSTANDS THAT A CONFESSION OF JUDGMENT CONSTITUTES A WAIVER OF RIGHTS
GUARANTOR OTHERWISE WOULD HAVE TO PRIOR NOTICE AND A HEARING BEFORE A JUDGMENT
IS ENTERED AGAINST GUARANTOR AND WHICH MAY RESULT IN A COURT JUDGMENT AGAINST
GUARANTOR WITHOUT PRIOR NOTICE OR HEARING AND THAT THE OBLIGATIONS MAY BE
COLLECTED FROM GUARANTOR REGARDLESS OF ANY CLAIM GUARANTOR MAY HAVE AGAINST
OCWEN OR OTHERWISE.
/s/Xxxxx X. Xxxxxx
SIGNATURE
(ii) POWER TO EXECUTE ON A JUDGMENT WITHOUT HEARING: GUARANTOR HEREBY
AUTHORIZES AND EMPOWERS THE PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF RECORD
OR THE SHERIFF (OR THE LAWFUL DESIGNEE OF THE SHERIFF) WITHIN ANY COUNTY OF THE
COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE, TO TAKE ALL ACTION ALLOWED BY OR
PROVIDED FOR IN THE PENNSYLVANIA RULES OF CIVIL PROCEDURE OR OTHER APPLICABLE
RULES OF CIVIL PROCEDURE TO EXECUTE ON ANY JUDGMENT ENTERED AGAINST GUARANTOR
PURSUANT TO THE CONFESSION OF JUDGMENT SET FORTH ABOVE WITHOUT PRIOR NOTICE OR
HEARING OF ANY NATURE WHATSOEVER, WAIVING ALL LAWS EXEMPTING REAL OR PERSONAL
PROPERTY FROM EXECUTION TO THE EXTENT THAT SUCH LAWS MAY LAWFULLY BE WAIVED. NO
SINGLE EXERCISE OF THE FOREGOING POWER TO EXECUTE ON JUDGMENTS WITHOUT A HEARING
SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE
HELD BY ANY COURT TO BE VALID, VOIDABLE OR VOID, BUT THE POWER SHALL CONTINUE
UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS OCWEN SHALL
ELECT.
BY SIGNING THIS AGREEMENT, GUARANTOR HEREBY ACKNOWLEDGES THAT GUARANTOR
HAS READ THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE CONFESSION OF
JUDGMENT AND THE POWER TO EXECUTE ON A JUDGMENT WITHOUT A HEARING), HAS HAD THE
OPPORTUNITY TO HAVE THIS AGREEMENT REVIEWED BY LEGAL COUNSEL, UNDERSTANDS AND
AGREES TO THE PROVISIONS CONTAINED HEREIN, INCLUDING, WITHOUT LIMITATION, THE
POWERS TO EXECUTE ON JUDGMENT WITHOUT A HEARING, AND UNDERSTANDS THAT THE POWER
TO EXECUTE ON A JUDGMENT WITHOUT A HEARING CONSTITUTES A WAIVER OF RIGHTS
GUARANTOR OTHERWISE WOULD HAVE TO PRIOR NOTICE AND A HEARING BEFORE EXECUTION ON
A JUDGMENT, AND
-19-
THAT THE OBLIGATIONS MAY BE COLLECTED FROM GUARANTOR REGARDLESS OF ANY CLAIM
THAT GUARANTOR MAY HAVE AGAINST OCWEN OR OTHERWISE.
/s/Xxxxx X. Xxxxxx
SIGNATURE
-20-
This UNCONDITIONAL GUARANTY AGREEMENT has been executed by the
Guarantor and has been acknowledged by Ocwen all effective as of the date first
written above.
GUARANTOR:
WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE.
Signed and Acknowledged LMR HOLDINGS LIMITED
In the Presence Of:
/s/Xxxxxxxxx Xxxxxx By: /s/Xxxxx X. Xxxxxx
Printed Name: Xxxxxxxxx Xxxxxx Print Name:Xxxxx X. Xxxxxx
Its: Power of Attorney
/s/Xxxx X. Xxxxxx
Printed Name: Xxxx X. Xxxxxx
STATE OF OHIO :
: SS
COUNTY OF FRANKLIN :
Before me, the subscriber, a Notary Public in and for said State and
County, personally appeared Xxxxx X. Xxxxxx, as Power of Attorney of LMR
Holdings Limited, an exempted company incorporated in the Cayman Islands, who
executed the foregoing instrument as his/her free and voluntary act and deed on
behalf of said company.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
8th day of March, 2002.
/s/Xxxxxxxxx Xxxxxx
Notary Public
My Commission Expires: 5-31-03
-21-
ACKNOWLEDGED AND AGREED:
Signed and acknowledged OCWEN:
in the presence of:
OCWEN FINANCIAL CORPORATION
/s/Xxxx X. Xxxxxxxxx By: Xxxxxxx X. Xxxxxx
Printed Name: Xxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx
Its: Sr. Vice President
/s/Xxxxxxx X. Xxx
Printed Name: Xxxxxxx X. Xxx
STATE OF FLORIDA :
: SS
COUNTY OF PALM BEACH :
Before me, the subscriber, a Notary Public in and for said State and
County, personally appeared Xxxxxxx X. Xxxxxx as Sr. Vice President of Ocwen
Financial Corporation, a Florida corporation, who executed the foregoing
instrument as his/her free and voluntary act and deed on behalf of said Ocwen
Financial Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
5th day of April, 2002.
/s/Xxxxx Xxxxxx Xxxxxx
Notary Public
My Commission Expires: 11/16/03
This instrument was prepared by:
Squire, Xxxxxxx & Xxxxxxx
0000 Xxxxxxxxxx Xxxxxx
00 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
-22-
EXHIBIT A
Additional Representations and Warranties
1. Organization. Guarantor is a legal entity, duly formed, validly existing and
in good standing under the laws of the Cayman Islands, has the corporate power
to own its respective properties and assets, to carry on the businesses in which
it is engaged, and to execute and perform this Guaranty, and is duly qualified
to do business and is in good standing in all jurisdictions where such
qualification is necessary or advisable.
2. Authority; Approvals and Defaults. The execution, delivery and performance by
the Guarantor of this Guaranty has been duly authorized by all requisite action
of Guarantor and will not violate any provisions of law or of the Memorandum
and/or Articles of Association of Guarantor, or any amendments thereto; will not
be in conflict with, result in a breach of, or constitute a default under, any
agreement to which Guarantor is a party or any order, writ, injunction or decree
of any court or governmental instrumentality; and will not result in the
creation or imposition of any lien, charge or encumbrance upon any property of
Guarantor other than as may be created herein. No registration with, notice to,
consent or approval of any third party, including any governmental agency of any
kind, is required for the due execution and delivery of, or for the
enforceability of, this Guaranty. The Person or Persons executing and delivering
this Guaranty on behalf of Guarantor has been duly authorized to do so, and this
Guaranty is legally binding upon the Guarantor and is enforceable in accordance
with its terms, except to the extent the enforceability thereof may be limited
by applicable laws relating to (i) bankruptcy, insolvency, reorganization,
moratorium, or creditors' rights generally, or (ii) equitable remedies.
3. Litigation and Claims. Neither Guarantor, nor any Person in which Guarantor
owns more than fifty percent (50%) of the outstanding ownership interests, is
(i) a defendant (or is otherwise called to answer, including but not limited to
a respondent in an appellate action) in any suits or legal or administrative
action of any nature or type in which an uninsured claim has been asserted
against it or such Person in excess of One Million Dollars ($1,000,000.00),
except as previously disclosed to Ocwen in writing; (ii) has any judgments,
garnishments, or attachments pending against it or such Person; or, (iii) has
ever been adjudicated a bankrupt.
A-1
EXHIBIT B
Additional Covenants and Agreements
1. Record of Outstanding Amounts Owed. Ocwen shall open and maintain on its
books a loan account in the Borrower's name with respect to the Loan,
repayments, prepayments, the computation and payment of interest, fees, and
other amounts due and sums paid to Ocwen hereunder. Such loan account shall be
conclusive and binding on the Borrower, Balanced Care and Guarantor as to the
amount at any time due to Ocwen from the Borrower, except in the case of
manifest error.
2. Notice of Certain Events. Forthwith upon learning of any of the following,
the Guarantor shall deliver written notice thereof to Ocwen, describing the same
and the steps being taken by the Guarantor with respect thereto:
(a) the occurrence of an Event of Default (not including an Event of Default
under Section 15(a) hereof) or an event or circumstance which would constitute
an Event of Default (not including an Event of Default under Section 15(a)
hereof), but for the requirement that notice be given or time elapse or both; or
(b) any action, suit, or other proceeding, described in Section 3 of Exhibit
A, is filed against or with respect to Guarantor, Guarantor's properties or
assets, any Person in which Guarantor owns more than 50% of the outstanding
ownership interests, or such Person's properties or assets; or
(c) any change in the state of incorporation, name, address, identity or
structure of Guarantor.
B-1
EXHIBIT C
Form of Confidentiality Agreement
C-1
