Guaranty by bobzepfel

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									                                          GUARANTY

        This GUARANTY is entered into as of                   (this “Guaranty”) by
                                (the “Guarantor”), in favor of                      (“Agent”),
solely as agent for the several holders (the “Holders”) of the senior secured promissory notes (the
“Notes”) of                    . (the “Borrower”).

       A.     Concurrently with the execution hereof, the Holders have each extended credit to
the Borrower represented by the Notes in an aggregate principal amount of $            (the
“Loan”). Unless otherwise defined herein, capitalized terms used in this Guaranty have the
meanings provided in the Notes.

       B.      It is the intention of the Borrower to make loans to the Guarantor from the
proceeds of the Loan.

       C.     The Holders are unwilling to make the Loan unless the Guarantor is willing to
execute and deliver this Guaranty.

      D.       The Guarantor has duly authorized the execution, delivery and performance of this
Guaranty.

        NOW, THEREFORE, in consideration of the premises and the mutual agreements herein
contained and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in order to induce the Holders to make the Loan to the Borrower, the
parties hereto, intending to be legally bound, agree as follows:

                                       ARTICLE I.
                                  GUARANTY PROVISIONS

       Section 1.1    Guaranty.

        The Guarantor hereby, absolutely, unconditionally and irrevocably, guarantees the full
and punctual payment when due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise, of all amounts due and owing to the Holders under the Notes
(collectively, the “Obligations”). This Guaranty constitutes a guaranty of payment when due and
not merely of collection, and the Guarantor specifically agrees that it shall not be necessary or
required that Agent or any Holder exercise any right, assert any claim or demand or enforce any
remedy whatsoever against the Borrower (or any other Person) before or as a condition to the
performance of the obligations of the Guarantor hereunder.
       Section 1.2     Acceleration of Guaranty; Payments.

                (a)    If an Event of Default of the nature set forth in Section 5(h) of the Notes
shall occur, the Obligations shall, as set forth in Section 6 of the Notes, be immediately due and
payable, and, accordingly, the Guarantor shall be required to pay on demand to Agent, as agent
on behalf of the Holders, an amount equal to the Obligations.

                (b)     If an Event of Default of the nature set forth in Sections 5(a) through (g) of
the Notes shall occur and Agent, on behalf of the Holders, by notice in writing given to the
Borrower, declares the Obligations to the Holders immediately due and payable, the Obligations
shall, as set forth in Section 6 of the Notes, be immediately due and payable, and, accordingly,
the Guarantor shall be required to pay on demand to the Agent, on behalf of the Holders, an
amount equal to the Obligations.

       Section 1.3     Guaranty Absolute, Etc.

        This Guaranty shall in all respects be a continuing, absolute, unconditional and
irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations
have been paid in full in cash and all obligations of the Guarantor hereunder have been paid in
full in cash. The Guarantor guarantees that the Obligations will be paid strictly in accordance
with the terms of the Notes. The liability of the Guarantor under this Guaranty shall be absolute,
unconditional and irrevocable, irrespective of:

               (a)     any lack of validity, legality or enforceability of the Notes;

               (b)     the failure of any Holder to assert any claim or demand or to enforce any
right or remedy against the Borrower or any other person (including any other guarantor) under
the provisions of the Notes or otherwise, or to exercise any right or remedy against any collateral
securing any of the Obligations;

                (c)     any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other extension or renewal of any Obligation of the
Borrower;

                 (d)     any reduction, limitation, impairment or termination of any of the
Obligations for any reason other than the written agreement of the Borrower and the Holders to
terminate the Obligations in full, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to, and the Guarantor her
								
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