Exhibit 10.8
GUARANTY
Date: JANUARY, 1999
Premier Lending Corporation
00 Xxxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxx 00000
Gentlemen:
For value received, and in order to induce you now or hereafter TO make loans
or advances, to extend financial accommodations to, or otherwise extend
credit to OPTIC SOFTWARE, INC. (hereafter together with is successors and
assigns called "Borrower"), the undersigned hereby absolutely and
unconditionally guarantees to you the continuing performance and the full and
prompt payment of maturity of all obligations of Borrower arising out of any
such loans, advances, extension of financial accommodations, extension of
credit, and all other obligations of Borrower to you, however and whenever
incurred or evidenced, whether direct or indirect, originally to to you or
assigned to you, absolute or contingent, or due or to become due (hereafter
the "Obligations"), as such Obligations are evidenced by your records, the
accuracy of which records is hereby expressly stipulated to be conclusive
upon the undersigned; provided, however, that immediately upon the insolvency
or dissolution of Borrower or the undersigned, appointment of a receiver for
the assets of Borrower or the undersigned, filing by or against Borrower or
the undersigned of any proceeding under the Federal Bankruptcy Code, as
amended, assignment for the benefit of creditors by Borrower or the
undersigned, or breach or default by Borrower of the undersigned as to any
term of any agreement between Borrower or the undersigned and you (whether
originally to you or assigned to you), all Obligations shall be deemed to be
immediately due and payable hereunder regardless of whether matured or
unmatured in accordance with their terms at such time.
The undersigned waives notice of creation of any of the Obligations, notice of
nonpayment or default by Borrower under Any of the Obligations or any
agreement now or hereafter existing between Borrower and you, presentment,
demand, notice of dishonor, protest, and any other notices whatever. Without
limiting the generality of the foregoing, the undersigned waives notice of
and consents to any modification of any of the Obligations, any waiver, any
extension, renewal, or indulgence for any period or periods, whether or not
longer than the original period, any settlement, compromise, surrender, or
substitution or release of Borrower or any other person directly or
indirectly liable for any of the Obligations or any collateral or security
given by Borrower or any other person, and agrees that no action, nor any
failure to exercise due diligence in collection, shall release the
undersigned from any of the indebtedness than accrued or thereafter to accrue
on this agreement or any part hereof. The undersigned waives the right to
require you to take action against Borrower as provided for in O.C.G.A
section 10-7-24. The undersigned further agrees to pay to you, as attorneys'
fees, 15% of the sum of such indebtedness which shall become due to you by
reason of this agreement, in the event any claim hereunder is
referred to an attorney for collection, together with all expenses incurred
in collecting the Obligations and in enforcing this agreement.
The undersigned hereby waives to the fullest extent permitted by law any and
all rights, whether at law, in equity, by agreement or otherwise, to
subrogation, indemnity, reimbursement, contribution, or any other claims
cause of action, right or remedy in favor of the undersigned against Borrower
or any other person or entity primarily, contingently, secondarily, directly
or indirectly liable on all or any part of the Obligations, or against any
collateral or other security for the Obligations, that otherwise would arise
out of or result from any payment by the undersigned to you under or pursuant
to this Guaranty, notwithstanding the manner or nature of such payment,
including but not limited to (a) direct payment by the undersigned to you,
(b) set-off by you against any liability or deposit owed by you to the
undersigned, (c) recovery by you against the undersigned or any property of the
undersigned as the result of any security interest judgment, judgment lien
or legal process, (d) application of the proceeds of any disposition of all or
any part of any collateral pledged by the undersigned to the payment of all
or any part of the Obligations, or (a) conveyance of all or any part of any
such collateral to you in satisfaction of all or any part of the Obligations.
The waivers set forth herein are intended by both the undersigned and you to
be for the benefit of Borrower, and such waivers shall be enforceable by
Borrower or any other person or entity primarily, contingently, secondarily,
directly or indirectly liable an all or any part of the Obligations, or their
respective successors or assigns, and shall be an absolute defense to any
action by the undersigned against or any other party or to any recourse
against any of their assets which arises out of or results from any payment
by the undersigned TO you under or pursuant to this Guaranty.
The undersigned's liability hereunder may be considered by you either as a
guaranty or agreement of surety, Any claim or demand may be made or suit
filed against the undersigned before taking any action with regard to any
collateral or security given to you by Borrower or any other person and
before making any demand, or filing any suit, or taking any other action
against Borrower or any other obligor on any of the Obligations and whether
or not you shall have proceeded against any other guarantor/surety thereof.
Payment of any sum or sums due to you hereunder will be made by the
undersigned immediately upon demand by you.
This agreement shall bind the undersigned, his/its heirs, legal
representatives, executors, administrators, successors and assigns, and shall
inure to you, your successors and assigns as to all Obligations arising from
transactions having their inception prior to termination; provided, however,
that termination may be _________ only by written notice by the undersigned
to you by certified mail of the intention of the undersigned to terminate this
agreement and provided further that such termination shall apply on AS to the
Obligations arising subsequent to the receipt of such notice of termination.
The undersigned waives notice of acceptance hereof and agrees that no
delay or failure on your part in the exercise of any right or remedy shall
preclude other or further exercises thereof or the exercise of any other
right or remedy. Time is of the essence of this agreement.
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This agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Georgia. Wherever possible each
provision of this agreement shall be interpreted in such manner as to be
affective and valid under applicable law, but if any provision of this
agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this agreement.
IN WITNESS WHEREOF, the undersigned has signed and sealed this
agreement, this _________ day of January, 1999
Witness: C. Wayne Cape
(SEAL)
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ACCEPTANCE
The foregoing Guaranty is accepted in Atlanta, Georgia, this _______ day
of January, 1999.
PREMIER LENDING CORPORATION
By:
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Its: SENIOR VICE PRESIDENT
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