CONTINUING GUARANTY AGREEMENT
Exhibit
10.6
THIS CONTINUING GUARANTY AGREEMENT
(this "Guaranty") is made on November 21, 2008, by ANCHOR FUNDING SERVICES, INC.,
a Delaware corporation with a mailing address at 00000 Xxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 ("Guarantor"), in favor of each of the financial
institutions (collectively, "Lenders") now or hereafter parties to the Loan
Agreement (as defined below) and TEXTRON FINANCIAL CORPORATION,
a Delaware corporation with a mailing address at 00000 Xxxxx Xxxx Xxx, Xxxxx
000, Xxxxxxxxxx, Xxxxxxx 00000, as administrative and collateral agent
(in such capacity, together with its successors in such capacity, the "Agent")
for each of the Lenders (Agent and each Lender being referred to individually as
a "Guaranteed Party" and collectively as the "Guaranteed Parties").
Recitals:
Guaranteed
Parties are parties with ANCHOR
FUNDING SERVICES, LLC, a North Carolina limited liability company
("Borrower"), to a certain Loan and Security Agreement dated November 21, 2008
(as at any time amended, restated, supplemented or otherwise modified, the "Loan
Agreement"). Pursuant to the Loan Agreement, Guaranteed Parties have
agreed, subject to all the terms and conditions thereof, to make loans and other
extensions of credit to Borrower from time to time secured by security interests
in and liens upon certain assets of Borrower.
A
condition set forth in the Loan Agreement to Guaranteed Parties' obligation to
make loans or other extensions of credit to Borrower is Guarantor's execution
and delivery of this Guaranty.
To induce
Guaranteed Parties to make loans or otherwise extend credit or other financial
accommodations from time to time to Borrower under the Loan Agreement, Guarantor
is willing to execute this Guaranty.
Agreement:
NOW,
THEREFORE, for Ten Dollars ($10) in hand paid and in consideration of the
premises and the mutual covenants and agreements set forth herein, Guarantor
hereby agrees as follows:
1. Definitions;
Rules of Construction. Capitalized terms
used herein, unless otherwise defined, shall have the meanings ascribed to them
in the Loan Agreement. As used herein, the words "herein," "hereof,"
"hereunder," and "hereon" shall have reference to this Guaranty taken as a whole
and not to any particular provision hereof; and the word "including" shall mean
"including, without limitation."
2. Guaranty. (a) Guarantor
hereby unconditionally and absolutely guarantees to each Guaranteed Party the
due and punctual payment, performance and discharge (whether upon stated
maturity, demand, acceleration or otherwise in accordance with the terms
thereof) of all of the Obligations, whether direct or indirect, absolute or
contingent, secured or unsecured, due or to become due, joint or several,
primary or secondary, liquidated or unliquidated, now existing or hereafter
incurred, created or arising, and howsoever evidenced, whether created directly
to or acquired by assignment or otherwise by any Guaranteed Party, and whether
Borrower may be liable individually or jointly with others, and regardless of
whether recovery upon any of such Obligations becomes barred by any statute of
limitations, is void or voidable under any law relating to fraudulent
obligations or otherwise or is or becomes invalid or unenforceable for any other
reason (all of the Obligations being jointly referred to herein as the
"Guaranteed Obligations"). Without limiting the generality of the
foregoing, the term "Guaranteed Obligations" as used herein shall include all
debts, liabilities and obligations incurred by Borrower to any of Guaranteed
Parties in any bankruptcy case of Borrower and any interest, fees or other
charges accrued in any such bankruptcy, whether or not any such interest, fees
or other charges are recoverable from Borrower or its estate under 11 U.S.C. §
506.
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(b) No
Guaranteed Party shall be under any obligation to marshal any assets in favor of
Guarantor or in payment of any of the Guaranteed Obligations. If and
to the extent any Guaranteed Party receives any payment on account of any of the
Guaranteed Obligations (whether from Borrower, Guarantor or a third party
obligor or from the sale or other disposition of any Collateral) and such
payment or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid to a trustee,
receiver or any other Person under
any state, federal or foreign bankruptcy or other insolvency law, common law or
equitable cause, then the part of the Guaranteed Obligations intended to be
satisfied shall be revived and continued in full force and effect as if said
payment had not been made. The foregoing provisions of this paragraph
shall survive payment in full of the Obligations and the termination of this
Guaranty.
(c) Guaranteed
Parties shall have the right to seek recourse against Guarantor to the full
extent provided for herein and against Borrower to the full extent provided for
in any of the Loan Documents. No election to proceed in one form of
action or proceeding, or against any Person, or on any obligation, shall
constitute a waiver of any Guaranteed Party's right to proceed in any other form
of action or proceeding or against any other Person unless such Guaranteed Party
has expressly waived such right in writing. Specifically, but without
limiting the generality of the foregoing, no action or proceeding by Guaranteed
Parties against Borrower under the Loan Documents or any other instrument or
agreement evidencing or securing Guaranteed Obligations shall serve to diminish
the liability of Guarantor for the balance of the Guaranteed
Obligations.
3. Nature of
Guaranty. This Guaranty is
a primary, immediate and original obligation of Guarantor; is an absolute,
unconditional, continuing and irrevocable guaranty of payment of the Guaranteed
Obligations and not of collectibility only; is not contingent upon the exercise
or enforcement by Guaranteed Parties of whatever rights or remedies Guaranteed
Parties may have against Borrower or others, or the enforcement of any Lien or
realization upon any Collateral or other security that any of Guaranteed Parties
may at any time possess; and shall remain in full force and effect without
regard to future changes in conditions, including change of law or any
invalidity or unenforceability of any Guaranteed Obligations or agreements
evidencing same. This Guaranty shall be in addition to any other
present or future guaranty or other security for any of the Guaranteed
Obligations, shall not be prejudiced or unenforceable by the invalidity of any
such other guaranty or security, and is not conditioned upon or subject to the
execution by any other Person of
this Guaranty or any other guaranty or suretyship agreement.
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4. Payment
and Enforcement of Guaranteed Obligations. (a) If
Guarantor should dissolve or become insolvent (within the meaning of the Rhode
Island Uniform Commercial Code), or if a petition for an order for relief with
respect to Guarantor should be filed by or against Guarantor under any chapter
of the Bankruptcy Code, or if a receiver, trustee, conservator or other
custodian should be appointed for Guarantor or any of Guarantor's property, or
if an Event of Default shall occur and be continuing, then, in any such event
and whether or not any of the Guaranteed Obligations are then due and payable or
the maturity thereof has been accelerated or demand for payment thereof has been
made, Guaranteed Parties may, without notice to Guarantor, make the Guaranteed
Obligations immediately due and payable hereunder as to Guarantor, and
Guaranteed Parties shall be entitled to enforce the obligations of Guarantor
hereunder as if the Guaranteed Obligations were then due and payable in
full. If any of the Guaranteed Obligations are collected by or
through an attorney at law, Guarantor agrees to pay to Guaranteed Parties
reasonable attorneys' fees and court costs. Guarantors shall be
obligated to make multiple payments under this Guaranty to the extent necessary
to cause full payment of the Guaranteed Obligations.
(b) Any
and all payments by Guarantor hereunder shall be made free and clear of and
without deduction for any setoff, counterclaim, or withholding so that, in each
case, Guaranteed Parties shall receive, after giving effect to any taxes
(excluding taxes imposed on the overall net income of Guaranteed Parties to the
extent excluded pursuant to the Loan Agreement), the full amount that they would
otherwise be entitled to receive with respect to the Guaranteed Obligations (but
without duplication of amounts for taxes already included in the Guaranteed
Obligations). If for any reason Borrower has no legal existence or is
under no legal obligation to discharge any of the Guaranteed Obligations, or if
any of the Guaranteed Obligations become unrecoverable from Borrower by reason
of Borrower's insolvency, bankruptcy or reorganization or by other operation of
law or for any other reason, this Guaranty shall nevertheless be binding on
Guarantor to the same extent as if Guarantor had at all times been the principal
obligor on all such Guaranteed Obligations. If acceleration of the
time for payment of any of the Guaranteed Obligations is stayed upon the
insolvency, bankruptcy, dissolution or reorganization of debt or for any other
reason, all such amounts otherwise subject to acceleration under the terms of
any Loan Documents or other instrument or agreement evidencing or securing the
payment of the Guaranteed Obligations shall nevertheless be immediately due and
payable by Guarantor.
(c) Guarantor
acknowledges that Agent is authorized and empowered to enforce this Guaranty for
the benefit of all of the Guaranteed Parties and to collect from Guarantor the
amount of the Guaranteed Obligations from time to time, in Agent's own name and
without the necessity of joining any other Guaranteed Party in any action, suit
or other proceeding to enforce this Guaranty.
5. Specific
Waivers of Guarantor. (a) To
the fullest extent permitted by Applicable Law, Guarantor
does hereby waive notice of each Guaranteed Party's acceptance hereof and
reliance hereon; notice of the extension of credit from time to time by
Guaranteed Parties to Borrower and the creation, existence or acquisition of any
Guaranteed Obligations; notice of the amount of Guaranteed Obligations of
Borrower to Guaranteed Parties from time to time (subject, however, to
Guarantor's right to make inquiry of Agent to ascertain the amount of Guaranteed
Obligations at any reasonable time); notice of any adverse change in Borrower's
financial condition or of any other fact which might increase Guarantor's risk;
notice of presentment for payment, demand, protest and notice thereof as to any
instrument; notice of default or acceleration; all other notices and demands to
which Guarantor might otherwise be entitled; any right Guarantor may have, by
statute or otherwise, to require Guaranteed Parties to institute suit against
Borrower after notice or demand from Guarantor or to seek recourse first against
Borrower or otherwise, or to realize upon any security for the Guaranteed
Obligations, as a condition to enforcing Guarantor's liability and obligations
hereunder; any defense that Borrower may at any time have or assert based upon
the statute of limitations, the statute of frauds, failure of consideration,
fraud, bankruptcy, lack of legal capacity, usury, or accord and satisfaction;
any defense that other indemnity, guaranty, or security was to be obtained; any
defense or claim that any Person purporting
to bind Borrower to the payment of any of the Guaranteed Obligations did not
have actual or apparent authority to do so; any right to contest the commercial
reasonableness of the disposition of any Collateral; any defense or claim that
any other act or failure to act by any Guaranteed Party had the effect of
increasing Guarantor's risk of payment; and any other legal or equitable defense
to payment hereunder. Without limiting the generality of the
foregoing, Guarantor waives all rights to require Guaranteed Parties to proceed
against Borrower.
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(b) To
the fullest extent permitted by Applicable Law, Guarantor also hereby waives and
renounces (for itself and its successors) any and all rights or defenses arising
by reason of any "one action" or "anti-deficiency" law which would otherwise
prevent Guaranteed Parties from bringing any action, including any claim for a
deficiency, or exercising any other right or remedy (including any right of
setoff) against Guarantor before or after any Guaranteed Party's commencement or
completion of any foreclosure action, whether by judicial action, by exercise of
power of sale or otherwise, or any other law which in any other manner would
otherwise require any election of remedies by any Guaranteed Party; and any
right that Guarantor may have to claim or recover in any litigation arising out
of this Guaranty or any of the other Loan Documents, any special, exemplary,
punitive or consequential damages or any damages other than, or in addition to,
actual damages.
6. Guarantor's
Consents and Acknowledgments. (a) Guarantor
consents and agrees that, without notice to or by Guarantor and without
reducing, releasing, diminishing, impairing or otherwise affecting the liability
or obligations of Guarantor hereunder, any Guaranteed Party may (with or without
consideration) compromise or settle any of the Guaranteed Obligations;
accelerate the time for payment of any of the Guaranteed Obligations; extend the
period of duration or the time for the payment, discharge or performance of any
of the Guaranteed Obligations; increase the amount of the Guaranteed
Obligations; refuse to enforce, or release all or any Persons liable for the
payment of, any of the Guaranteed Obligations; increase, decrease or otherwise
alter the rate of interest payable with respect to the principal amount of any
of the Guaranteed Obligations or grant other indulgences to Borrower in respect
thereof; amend, modify, terminate, release, or waive any Loan Documents or any
other documents or agreements evidencing, securing or otherwise relating to the
Guaranteed Obligations (other than this Guaranty); release, surrender, exchange,
modify or impair, or consent to the sale, transfer or other disposition of, any
Collateral or other property at any time securing (directly or indirectly) any
of the Guaranteed Obligations or on which Guaranteed Parties may at any time
have a Lien; fail or refuse to perfect (or to continue the perfection of) any
Lien granted or conveyed to any Guaranteed Party with respect to any Collateral,
or to preserve rights to any Collateral, or to exercise care with respect to any
Collateral in any Guaranteed Party's possession; extend the time of payment of
any Collateral consisting of accounts, notes, chattel paper, payment intangibles
or other rights to the payment of money; refuse to enforce or forbear from
enforcing its rights or remedies with respect to any Collateral or any Person
liable for any of the Guaranteed Obligations or make any compromise or
settlement or agreement therefor in respect of any Collateral or with any party
to the Guaranteed Obligations; release or substitute any one or more of the
endorsers or guarantors of the Guaranteed Obligations, whether parties to this
Guaranty or not; subordinate payment of any of the Guaranteed Obligations to the
payment of any other liability of Borrower; or apply any payments or proceeds of
Collateral received to the liabilities of Borrower to any Guaranteed Party
regardless of whether such liabilities consist of Guaranteed Obligations and
regardless of the manner order or of any such application.
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(b) Guarantor
is fully aware of the financial condition of each Borrower. Guarantor
delivers this Guaranty based solely upon Guarantor's own independent
investigation and in no part upon any representation or statement of any
Guaranteed Party with respect thereto. Guarantor is in a position to
and hereby assumes full responsibility for obtaining any additional information
concerning each Borrower's financial condition as Guarantor may deem material to
Guarantor's obligations hereunder and Guarantor is not relying upon, nor
expecting any Guaranteed Party to furnish Guarantor, any information in any
Guaranteed Party's possession concerning Borrower's financial
condition. If any Guaranteed Party, in its sole discretion,
undertakes at any time or from time to time to provide any information to
Guarantor regarding Borrower, any of the Collateral or any transaction or
occurrence in respect of any of the Loan Documents, such Guaranteed Party shall
be under no obligation to update any such information or to provide any such
information to Guarantor on any subsequent occasion. Guarantor hereby
knowingly accepts the full range of risks encompassed within a contract of
"Guaranty," which risks include, without limitation, the possibility that
Borrower will contract additional Guaranteed Obligations for which Guarantor may
be liable hereunder after Borrower's financial condition or ability to pay their
lawful debts when they fall due has deteriorated.
7. Continuing
Nature of Guaranty. (a) This
Guaranty shall continue in full force and effect until the Guaranteed
Obligations have been fully paid and discharged (or, in the case of contingent
obligations, such as those arising from Letters of Credit, cash collateralized
as required by the Loan Documents) and all financing commitments under the Loan
Agreement or otherwise have been terminated. Guarantor acknowledges
that there may be future advances by Guaranteed Parties to Borrower (although
Guaranteed Parties may be under no obligation to make such advances) and that
the number and amount of the Guaranteed Obligations are unlimited and may
fluctuate from time to time hereafter, and this Guaranty shall remain in force
at all times hereafter, whether there are any Guaranteed Obligations outstanding
from time to time or not.
(b) To
the fullest extent permitted by Applicable Law, Guarantor waives any right that
Guarantor may have to terminate or revoke this Guaranty. If,
notwithstanding the foregoing waiver, Guarantor shall nevertheless have any
right under Applicable Law to terminate or revoke this Guaranty, which right
cannot be waived by Guarantor, such termination or revocation shall not be
effective until a written notice of such termination or revocation, specifically
referring to this Guaranty and signed by Guarantor, is actually received by an
officer of Agent who is familiar with Borrower's account with Guaranteed Parties
and this Guaranty; but any such termination or revocation shall not affect the
obligation of Guarantor or Guarantor's successors or assigns with respect to any
of the Guaranteed Obligations owing to Guaranteed Parties and existing at the
time of the receipt by Agent of such revocation or to arise out of or in
connection with any transactions theretofore entered into by Guaranteed Parties
with or for the account of Borrower. If any Guaranteed Party grants
loans or other extensions of credit to or for the benefit of Borrower or takes
other action after the termination or revocation by Guarantor but prior to
Agent's receipt of such written notice of termination or revocation, then the
rights of such Guaranteed Party hereunder with respect thereto shall be the same
as if such termination or revocation had not occurred.
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8. Lien and
Offset Rights. In addition to
all Liens upon and rights of setoff that Guaranteed Parties may have against
Guarantor or any property of Guarantor under any other agreement with Guarantor
or pursuant to Applicable Law, Agent shall have, with respect to Guarantor's
obligations under this Guaranty and to the extent permitted by Applicable
Law,
a contractual possessory security interest in and a contractual right of setoff
against, and Guarantor hereby grants Agent, for the benefit of Guaranteed
Parties, a security interest in, and hereby assigns, conveys, pledges and
transfers to Agent, for the benefit of Guaranteed Parties, all of Guarantor's
right, title and interest in and to all of Guarantor's deposits, moneys,
securities and other property now or hereafter in the possession of or on
deposit with Agent or any direct or indirect subsidiary or affiliate of Agent,
whether held in a general or special account or deposit, whether held jointly
with another Person, and whether held for safekeeping or otherwise (excluding,
however, any trust accounts). Each such security interest and right
of setoff may be exercised without demand upon or notice to
Guarantor.
9. Subordination;
Postponement of Subrogation Rights. (a) Any
and all present and future debts and obligations of Borrower to Guarantor are
hereby subordinated to the full payment of the Guaranteed Obligations by
Borrower to Guaranteed Parties. If any payment shall be made to
Guarantor on account of any indebtedness owing by Borrower to Guarantor during
any time that any Guaranteed Obligations are outstanding, Guarantor shall hold
such payment in trust for the benefit of Guaranteed Parties and shall make such
payments to Agent to be credited and applied against the Guaranteed Obligations,
whether matured or unmatured, in accordance with the discretion of Guaranteed
Parties. The provisions of this Guaranty shall be supplemental to and
not in derogation of any rights and remedies of any Guaranteed Party or any
affiliate of any Guaranteed Party under any separate subordination agreement
that such Guaranteed Party or such affiliate may at any time or from time to
time enter into with Guarantor.
(b) Until
the Guaranteed Obligations have been paid in full and the Loan Agreement and all
commitments of Guaranteed Parties thereunder have been terminated, Guarantor
shall not assert any claim, right or remedy (whether or not arising in equity,
by contract or Applicable Law) against Borrower or any other Person by reason of
Guarantor's payment or other performance hereunder. Without limiting
the generality of the foregoing, Guarantor hereby subordinates to the full and
final payment of the Guaranteed Obligations any and all legal or equitable
rights or claims that Guarantor may have to reimbursement, subrogation,
indemnity and exoneration and agrees that until all of the Guaranteed
Obligations have been paid in full and the Loan Agreement and all commitments
thereunder have been terminated, Guarantor shall have no recourse to any assets
or property of Borrower (including any Collateral) and no right of recourse
against or contribution from any other Person in any way directly or
contingently liable for any of the Guaranteed Obligations, whether any of such
rights arise under contract, in equity or under Applicable Law.
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10. Other
Guaranties. If on the date of Guarantor's execution of this
Guaranty or at any time thereafter any Guaranteed Party receives any other
guaranty from Guarantor or from any other Person of any of the Guaranteed
Obligations, the execution and delivery to such Guaranteed Party and such
Guaranteed Party's acceptance of any such additional guaranty shall not be
deemed in lieu of or to supersede, terminate or diminish this Guaranty, but
shall be construed as an additional or supplementary guaranty unless otherwise
expressly provided in such additional or supplementary guaranty; and if, prior
to the date hereof, Guarantor or any other Person has given to any Guaranteed
Party a previous guaranty or guaranties, this Guaranty shall be construed to be
an additional or supplementary guaranty and not to be in lieu thereof or to
supersede, terminate or diminish such previous guaranty or
guaranties.
11. Application
of Payments. Unless otherwise required by Applicable Law or a
specific agreement to the contrary, all payments received by Guaranteed Parties
from Borrower, Guarantor or any other Person with respect to the Guaranteed
Obligations or from proceeds of the Collateral may be applied (or reversed and
reapplied) by Guaranteed Parties to the Guaranteed Obligations in accordance
with the Loan Agreement, without affecting in any manner Guarantor's liability
hereunder.
12. Limitation
on Guaranty. To the extent any
performance of this Guaranty would violate any applicable usury statute or other
Applicable Law, the obligation to be fulfilled shall be reduced to the limit
legally permitted, so that this Guaranty shall not require any performance in
excess of the limit legally permitted, but such obligations shall be fulfilled
to the limit of legal validity. Nothing in this Guaranty shall be
construed to authorize Guaranteed Parties to collect from Guarantor any interest
that has not yet accrued, is unearned or subject to rebate or is otherwise not
entitled to be collected by Guaranteed Parties under Applicable Law. The
provisions of this paragraph shall control every other provision of this
Guaranty.
13. Financial
Information; Disclosure. Guarantor shall provide to Agent such
information regarding Guarantor's assets, liabilities and financial condition
generally as Agent may from time to time request, including copies of
Guarantor's tax returns and financial statements. If any Guaranteed
Party elects to assign or sell participations in any of the Guaranteed
Obligations or the Loan Documents, including this Guaranty, such Guaranteed
Party may forward to each assignee or participant and each prospective assignee
or participant all documents and information relating to this Guaranty or to
Guarantor, whether furnished by Borrower, Guarantor or any other
Person.
14. Notices. All
notices, demands, requests, consents, approvals and other communications
required or permitted hereunder must be in writing and shall be effective upon
receipt by the noticed party. Acceptable methods for giving notices
hereunder shall include first-class U.S. mail, facsimile transmission and
commercial courier service. Regardless of the manner in which notice
is provided, notices may be sent to the addresses for Agent and Guarantor as set
forth above or to such other address as either party may give to the other for
such purpose in accordance with this paragraph.
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15. Governing
Law; Venue. This Guaranty, all acts and transactions hereunder
and the rights and obligations of the parties hereto shall be governed,
construed and interpreted according to the internal laws of the State of Rhode
Island. All actions, suits or proceedings arising directly or
indirectly hereunder may, at the option of Agent, be litigated in courts having
suits within the State of Rhode Island, and Guarantor hereby expressly consents
to the jurisdiction of any state or federal court located within said state and
agrees that any service of process in such action or proceedings may be made by
personal service upon Guarantor wherever Guarantor may be then located, or by
certified or registered mail directed to Guarantor at Guarantor's last known
address; provided, however, that the foregoing shall not prevent Guaranteed
Parties from bringing any action, enforcing any Lien or
judgment or exercising any rights or remedies against Guarantor, against any
Collateral, or against any property of Guarantor, within any other county, state
or other foreign or domestic jurisdiction. Guarantor waives any
objection to venue and any objection based on a more convenient form in any
action instituted under this Guaranty.
16. Successors
and Assigns. All the rights,
benefits and privileges of Guaranteed Parties shall vest in, and be enforceable
by Guaranteed Parties and their respective successors, transferees and
assigns. This Guaranty shall be binding upon Guarantor and
Guarantor's successors and assigns. Without limiting the generality
of the foregoing, any Guaranteed Party may assign, in accordance with the terms
of the Loan Agreement, to one or more banks or other entities all or any part of
the Guaranteed Obligations, whereupon each such bank or other entity shall
become vested with all of the rights in respect thereof granted to such
Guaranteed Party herein or otherwise in respect hereof.
17. Miscellaneous. This Guaranty
expresses the entire understanding of the parties with respect to the subject
matter hereof and may not be changed orally, and no obligation of Guarantor can
be released or waived by any Guaranteed Party or any officer or agent of any
Guaranteed Party, except by a writing signed by a duly authorized officer of
Agent. If any part of this Guaranty is determined to be invalid, the
remaining provisions of this Guaranty shall be unaffected and shall remain in
full force and effect. No delay or omission on any Guaranteed Party's
part to exercise any right or power arising hereunder will impair any such right
or power or be considered a waiver of any such right or power, nor will any
Guaranteed Party's action or inaction impair any such right or power, and all of
Guaranteed Parties' rights and remedies hereunder are cumulative and not
exclusive of any other rights or remedies that Guaranteed Parties may have under
other agreements, at law or in equity. Time is of the essence
of this Guaranty and of each provision hereof. The section headings
in this Guaranty are inserted for convenience of reference only and shall in no
way alter, modify or define, or be used in construing, the text of this
Guaranty. This Guaranty may be executed in multiple counterparts, all
of which taken together shall constitute one and the same Guaranty and the
signature page of any counterpart may be removed therefrom and attached to any
other counterpart.
18. Jury
Trial Waiver. Guarantor and Guaranteed Parties (by
their acceptance hereof) each hereby waives the right to a jury trial in any
action, suit, proceeding or counterclaim arising out of or related to this
Guaranty and Guarantor further waives rights arising under applicable statutes
or otherwise to require any Guaranteed Party to institute suit against Borrower
or to exhaust any Guaranteed Party's rights and remedies against Borrower or any
Collateral, Guarantor being bound to the payment of any and all Guaranteed
Obligations to Guaranteed Parties, whether now existing or hereafter accruing as
fully as if such Guaranteed Obligations were directly owing to Guaranteed
Parties by Guarantor.
[Remainder
of page intentionally left blank;
signature
appears on following page.]
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IN
WITNESS WHEREOF, Guarantor has caused this Guaranty to be signed and delivered
by its duly authorized officer, on the day and year first written
above.
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("Guarantor")
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By:
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/s/ | |
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Xxxx
Xxxxxxxxx
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| President | |||
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