Exhibit 10.4(e)
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COMMERCIAL GUARANTY
Borrower: AMERICAN FIRE RETARDANT CORPORATION TIN: ▇▇-▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Lender: ST. ▇▇▇▇▇▇ BANK & TRUST COMPANY TIN: ▇▇▇▇▇▇▇▇▇
Lafayette Office
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Guarantor: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
AMOUNT OF GUARANTY. The amount of this Guaranty Is Unlimited.
DEFINITIONS. The following terms shall have the following meanings when used in
this Agreement:
Agreement. The word "Agreement" means this Guaranty Agreement as this
Agreement may be amended or modified from time to time.
Borrower. The word "Borrower" means Individually, collectively and
Interchangeably AMERICAN FIRE RETARDANT CORPORATION.
Guarantor. The word "Guarantor" means Individually, collectively and
Interchangeably ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and all other persons guaranteeing payment
and satisfaction of Borrower's Indebtedness as hereinafter defined.
Indebtedness. The word "Indebtedness" means Individually, collectively,
Interchangeably and without limitation any and all present and future
loans, loan advances, extensions of credit, obligations and/or liabilities
that Borrower may now and/or In the future owe to and/or Incur In favor of
Lender, whether direct or Indirect, or by way of assignment or purchase of
a participation interest, and whether absolute or contingent, voluntary or
involuntary, determined or undetermined, liquidated or unliquidated, due or
to become due, secured or unsecured, and whether Borrower may be liable
Individually, jointly or solidarity with others, whether primarily or
secondarily, or as a guarantor or otherwise, and whether now existing or
hereafter arising, of every nature and kind whatsoever, in principal,
Interest, costs, expenses and attorneys' fees and other fees and charges,
Including without limitation Borrower's Indebtedness and obligations under
a certain promissory note In favor of Lender dated March 11, 1997 In the
fixed principal amount of U.S. $100,090.00.
Lender. The word "Lender" means ST. ▇▇▇▇▇▇ BANK & TRUST COMPANY, Lafayette
Office TIN: ▇▇▇▇▇▇▇▇▇, its successors and assigns, and any subsequent
holder or holders of Borrower's Indebtedness.
GUARANTEE OF BORROWER'S INDEBTEDNESS. Guarantor hereby absolutely and
unconditionally agrees to, and by these presents does hereby, guarantee the
prompt and punctual payment, performance and satisfaction of any and all of
Borrower's present and future Indebtedness In favor of Lender.
CONTINUING GUARANTY. THIS IS A CONTINUING GUARANTY AGREEMENT UNDER WHICH
GUARANTOR AGREES TO GUARANTEE PAYMENT OF BORROWER'S PRESENT AND FUTURE
INDEBTEDNESS IN FAVOR OF LENDER ON A CONTINUING BASIS. Guarantor's obligations
and liability under this Agreement shall be open and continuous In effect.
Guarantor intends to and does hereby guarantee at all times the prompt and
punctual payment, performance and satisfaction of all of Borrower's present and
future Indebtedness in favor of Lender. Accordingly, any payments made on
Borrowers Indebtedness will not discharge or diminish the obligations and
liability of Guarantor under this Agreement for any remaining and succeeding
Indebtedness of Borrower In favor of Lender.
JOINT, SEVERAL AND SOLIDARY LIABILITY. Guarantor's obligations and liability
under this Agreement shall be on a "solidary" or "joint and several" basis along
with Borrower to the same degree and extent as if Guarantor had been and/or will
be a co-borrower, co-principal obligor and/or co-maker of Borrower's
Indebtedness. In the event that there is more than one Guarantor under this
Agreement, or In the event that there are other guarantors, endorsers or
sureties of all or any portion of Borrower's Indebtedness, Guarantor's
obligations and liability hereunder shall further be on a "solidary" or "joint
and several" basis along with such other guarantors, endorsers and/or sureties.
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DURATION OF GUARANTY. This Agreement and Guarantor's obligations and liability
hereunder shall remain In full force and effect until such time as this
Agreement may be cancelled or otherwise terminated by Lender under a written
cancellation instrument in favor of Guarantor (subject to the automatic
reinstatement provisions hereinbelow). It is anticipated that fluctuations may
occur In the aggregate amount of Borrower's Indebtedness guaranteed under this
Agreement and it is specifically acknowledged and agreed to by Guarantor that
reductions In the amount of Borrower's Indebtedness, even to zero ($0.00)
dollars, prior to Lender's written cancellation of this Agreement, shall not
constitute or give rise to a termination of this Agreement.
CANCELLATION OF AGREEMENT; EFFECT. Unless otherwise Indicated under such a
written cancellation instrument, Lender's agreement to terminate or otherwise
cancel this Agreement shall affect only, and shall be expressly limited to,
Guarantor's continuing obligations and liability to guarantee Borrowers
Indebtedness incurred, originated and/or extended (without prior commitment)
after the date of such a written cancellation instrument; with Guarantor
remaining fully obligated and liable under this Agreement for any and all of
Borrower's Indebtedness Incurred, originated, extended, or committed to prior to
the date of such a written cancellation Instrument. Nothing under this Agreement
or under any other agreement or understanding by and between Guarantor and
Lender, shall In any way obligate, or be construed to obligate, Lender to agree
to the subsequent termination or cancellation of Guarantor's obligations and
liability hereunder; it being fully understood and agreed to by Guarantor that
Lender has and intends to continue to rely on Guarantor's assets, Income and
financial resources In extending credit and other Indebtedness to and In favor
of Borrower. and that to release Guarantor from Guarantor's continuing
obligations and liabilities under this Agreement would so prejudice Lender that
Lender may, within its sole and uncontrolled discretion and judgment, refuse to
release Guarantor from any of its continuing obligations and liability under
this Agreement for any reason whatsoever as long as any of Borrowers
Indebtedness remains unpaid and outstanding, or otherwise.
DEFAULT. Should any event of default occur or exist under any of Borrower's
indebtedness In favor of Lender, Guarantor unconditionally and absolutely agrees
to pay Lender the then unpaid amount of Borrower's Indebtedness, In principal,
Interest, costs, expenses, attorneys' fees and other fees and charges. Such
payment or payments shall be made at Lender's offices Indicated above,
Immediately following demand by Lender.
GUARANTOR'S WAIVERS. Guarantor hereby waives:
(a) Notice of Lender's acceptance of this Agreement.
(b) Presentment for payment of Borrower's Indebtedness, notice of dishonor
and of nonpayment, notice of Intention to accelerate, notice of
acceleration, protest and notice of protest, collection or Institution of
any suit or other action by Lender In collection thereof, Including any
notice of default in payment thereof, or other notice to, or demand for
payment thereof, on any party.
(c) Any right to require Lender to notify Guarantor of any nonpayment
relating to any collateral directly or Indirectly securing Borrower's
Indebtedness, or notice of any action or nonaction on the part of Borrower,
Lender, or any other guarantor, surety or endorser of Borrower's
Indebtedness, or notice of the creation of any new or additional
Indebtedness subject to this Agreement
(d) Any rights to demand or require collateral security from the Borrower
or any other person as provided under applicable Louisiana law or
otherwise.
(e) Any right to require Lender to notify Guarantor of the terms, time and
place of any public or private sale of any collateral directly or
Indirectly securing Borrower's Indebtedness.
(f) Any "one action" or "anti-deficiency" law or any other law which may
prevent Lender from bringing any action, Including a claim for deficiency,
against Guarantor, before or after Lender's commencement or completion of
any foreclosure action. or any action In lieu of foreclosure.
(g) Any election of remedies by Lender that may destroy or Impair
Guarantor's subrogation rights or Guarantor's right to proceed for
reimbursement against Borrower or any other guarantor, surety or endorser
of Borrower's Indebtedness, Including without limitation, any loss of
rights Guarantor may suffer by reason of any law limiting, qualifying, or
discharging Borrowers Indebtedness.
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(h) Any disability or other defense of Borrower, or any other guarantor,
surety or endorser, or any other person, or by reason of the cessation from
any cause whatsoever, other than payment In full of Borrower's
Indebtedness.
(i) Any statute of limitations or prescriptive period, it at the time an
action or suit brought by Lender against Guarantor Is commenced, there is
any outstanding Indebtedness of Borrower to Lender which is barred by any
applicable statute of limitations or prescriptive period.
Guarantor warrants and agrees that each of the waivers set forth above Is made
with Guarantor's full knowledge of Its significance and consequences, and that,
under the circumstances. such waivers are reasonable and not contrary to public
policy or law. If any such waiver Is determined to be contrary to any applicable
law or public policy, such waiver shall be effective only to the extent
permitted by law.
GUARANTOR'S SUBORDINATION OF RIGHTS. In the event that Guarantor should for any
reason (a) advance or lend monies to Borrower, whether or not such funds are
used by Borrower to make payment(s) under Borrower's Indebtedness, and/or (b)
make any payment(s) to Lender or others for obligations and liabilities under
this Agreement, and/or (d) If any of Guarantor's property is used to pay or
satisfy any of Borrowers Indebtedness, Guarantor hereby agrees that any and all
rights that Guarantor may have or acquire to collect from or to be reimbursed by
Borrower (or from or by any other guarantor, endorser or surety of Borrower's
Indebtedness), whether Guarantor's rights of collection or reimbursement arise
by way of subrogation to the rights of Lender or otherwise, shall In all
respects, whether or not Borrower Is presently or subsequently becomes
Insolvent, be subordinate, Inferior and junior to the rights of Lender to
collect and enforce payment, performance and satisfaction of Borrower's then
remaining Indebtedness, until such time as Borrower's Indebtedness Is fully paid
and satisfied. In the event of Borrower's Insolvency or consequent liquidation
of Borrower's assets, through bankruptcy, by an assignment for the benefit of
creditors, by voluntary liquidation, or otherwise, the assets of Borrower
applicable to the payment of claims of both Lender and Guarantor shall be paid
to Lender and shall be first applied by Lender to Borrowers then remaining
Indebtedness. Guarantor hereby assigns to Lender all claims which it may have or
acquire against Borrower or any assignee or trustee of Borrower In bankruptcy;
provided that, such assignment shall be effective only for the purpose of
assuring to Lender full payment of Borrower's Indebtedness guaranteed under this
Agreement. If now or hereafter (a) Borrower shall be or become Insolvent, and
(b) Borrower's Indebtedness shall not at all times until paid be fully secured
by collateral pledged by Borrower. Guarantor hereby forever waives and
relinquishes In favor of Lender and Borrower, and their respective successors,
any claim or right to payment Guarantor may now have or hereafter have or
acquire against Borrower, by subrogation or otherwise, so that at no time shall
Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C.
section 547(b), or any successor provision of the Federal bankruptcy laws.
GUARANTOR'S RECEIPT OF PAYMENTS. Guarantor further agrees to refrain from
attempting to collect and/or enforce any of Guarantor's collection and/or
reimbursement rights against Borrower (or against any other guarantor, surety or
endorser of Borrower's Indebtedness), arising by way of subrogation or
otherwise, until such time as all of Borrower's then remaining Indebtedness In
favor of Lender Is fully paid and satisfied. In the event that Guarantor should
for any reason whatsoever receive any payment(s) from Borrower (or any other
guarantor, surety or endorser of Borrower's Indebtedness) that Borrower (or such
a third party) may owe to Guarantor for any of the reasons stated above,
Guarantor agrees to accept such payment(s) In trust for and on behalf of Lender,
advising Borrower (or the third party payee) of such fact. Guarantor further
unconditionally agrees to immediately deliver such funds to Lender, with such
funds being held by Guarantor over any interim period, In trust for Lender. In
the event that Guarantor should for any reason whatsoever receive any such funds
from Borrower (or any third party), and Guarantor should deposit such funds In
one or more of Guarantor's deposit accounts, no matter where located, Lender
shall have the right to attach any and all of Guarantors deposit accounts In
which such funds were deposited, whether or not such funds were commingled with
other monies of Guarantor, and whether or not such funds then remain on deposit
in such an account or accounts. To this end and to secure Guarantor's
obligations under this Agreement, Guarantor collaterally assigns and pledges to
Lender, and grants to Lender a continuing security Interest In, any and all of
Guarantor's present and future rights, title and Interest In and to all monies
that Guarantor may now and/or In the future maintain on deposit with banks,
savings and loan associations and other entities (other than tax deferred
accounts with Lender), In which Guarantor may at any time deposit any such funds
that may be received from Borrower (or any other guarantor, endorser or surety
of Borrower's Indebtedness) In favor of Lender.
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DEPOSIT ACCOUNTS. As collateral security for repayment of Guarantor's
obligations hereunder and under any additional guaranties previously granted or
to be granted by Guarantor In the future, and additionally as collateral
security for any present and future Indebtedness of Guarantor In favor of Lender
(with the exception of any Indebtedness under a consumer credit card account),
Guarantor Is granting Lender a continuing security Interest In any and all funds
that Guarantor may now and In the future have on deposit with Lender or In
certificates of deposit or other deposit accounts as- to which Guarantor is an
account holder (with the exception of ▇▇▇, pension, and other tax-deferred
deposits). Guarantor further agrees that Lender may at any time apply any funds
that Guarantor may have on deposit with Lender or in certificates of deposit or
other deposit accounts as to which Guarantor Is an account holder against the
unpaid balance of any and all other present and future obligations and
Indebtedness of Guarantor to Lender, in principal, Interest, fees, costs,
expenses, and attorneys' fees.
ADDITIONAL COVENANTS. Guarantor agrees that Lender may, at its sole option, at
any time, and from time to time, without the consent of or notice to Guarantor,
or any of them, or to any other party, and without Incurring any responsibility
to Guarantor or to any other party, and without Impairing or releasing any of
Guarantor's obligations or liabilities under this Agreement:
(a) Make additional secured and/or unsecured loans to Borrower.
(b) Discharge, release or agree not to ▇▇▇ any party (including, but not
limited to, Borrower or any other guarantor, surety, or endorser of
Borrower's Indebtedness), who is or may be liable to Lender for any of
Borrower's Indebtedness.
(c) Sell, exchange, release, surrender, realize upon, or otherwise deal
with, In any manner and In any order, any collateral directly or Indirectly
securing repayment of any of Borrower's Indebtedness.
(d) After, renew, extend, accelerate, or otherwise change the manner,
place, terms and/or times of payment or other terms of Borrower's
Indebtedness, or any part thereof, Including any increase or decrease In
the rate or rates of Interest on any of Borrower's Indebtedness.
(e) Settle or compromise any of Borrower's Indebtedness.
(f) Subordinate and/or agree to subordinate the payment of all or any part
of Borrower's Indebtedness, or Lender's security rights In any collateral
directly or indirectly securing any such Indebtedness, to the payment
and/or security rights of any other present and/or future creditors of
Borrower.
(g) Apply any payments and/or proceeds to any of Borrower's Indebtedness In
such priority or with such preferences as Lender may determine In Its sole
discretion, regardless of which of Borrower's Indebtedness then remains
unpaid.
(h) Take or accept any other collateral security or guaranty for any or all
of Borrower's Indebtedness.
(i) Enter Into, deliver, modify, amend, or waive compliance with, any
Instrument or arrangement evidencing, securing or otherwise affecting. all
or any part of Borrower's Indebtedness.
NO IMPAIRMENT OF GUARANTOR'S OBLIGATIONS. No course of dealing between Lender
and Borrower (or any other guarantor, surety or endorser of Borrower's
Indebtedness), nor any failure or delay on the part of Lender to exercise any of
Lender's rights and remedies under this Agreement or any other agreement or
agreements by and between Lender and Borrower (or any other guarantor, surety or
endorser), shall have the effect of Impairing or releasing Guarantor's
obligations and liabilities to Lender, or of waiving any of Lender's rights and
remedies under this Agreement or otherwise. Any partial exercise of any rights
and remedies granted to Lender shall furthermore not constitute a waiver of any
of Lender's other rights and remedies; It being Guarantor's Intent and agreement
that Lender's rights and remedies shall be cumulative In nature. Guarantor
further agrees that, should Borrower default under any of its Indebtedness, any
waiver or forbearance on the part of Lender to pursue Lender's available rights
and remedies shall be binding upon Lender only to the extent that Lender
specifically agrees to such waiver or forbearance In writing. A waiver or
forbearance on the part of Lender as to one event of default shall not
constitute a waiver or forbearance as to any other default.
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NO RELEASE OF GUARANTOR. Guarantor's obligations and liabilities under this
Agreement shall not be released, Impaired, reduced, or otherwise affected by,
and shall continue In full force and effect notwithstanding the occurrence of
any event, Including without limitation any one or more of the following events:
(a) The death, insolvency, bankruptcy, arrangement, adjustment,
composition, liquidation, disability, dissolution, or lack of authority
(whether corporate, partnership or trust) of Borrower (or any person acting
on Borrower's behalf), or of any other guarantor, surety or endorser of
Borrower's Indebtedness.
(b) Any payment by Borrower, or any other party, to Lender that Is held to
constitute a preferential transfer or a fraudulent conveyance under any
applicable law, or any such amounts or payment which, for any reason.
Lender is required to refund or repay to Borrower or to any other person.
(c) Any dissolution of Borrower, or any sale, lease or transfer of all or
any part of Borrower's assets.
(d) Any failure of Lender to notify Guarantor of the making of additional
loans or other extensions of credit in reliance on this Agreement.
AUTOMATIC REINSTATEMENT. This Agreement and Guarantor's obligations and
liabilities hereunder shall continue to be effective, and/or shall automatically
and retroactively be reinstated, If a release or discharge has occurred, or It
at any time, any payment or part thereof to Lender with respect to any of
Borrower's Indebtedness, Is rescinded or must otherwise be restored by Lender
pursuant to any Insolvency, bankruptcy, reorganization, receivership, or any
other debt relief granted to Borrower or to any other party to Borrower's
Indebtedness or any such security therefor. In the event that Lender must
rescind or restore any payment received In total or partial satisfaction of
Borrower's Indebtedness, any prior release or discharge from the terms of this
Agreement given to Guarantor shall be without effect, and this Agreement and
Guarantor's obligations and liabilities hereunder shall automatically and
retroactively be renewed and/or reinstated and shall remain In full force and
affect to the same degree and extent as If such a release or discharge had never
been granted. It Is the Intention of Lender and Guarantor that Guarantor's
obligations and liabilities hereunder shall not be discharged except by
Guarantor's full and complete performance and satisfaction of such obligations
and liabilities; and then only to the extent of such performance.
REPRESENTATIONS AND WARRANTIES BY GUARANTOR. Guarantor represents and warrants
that:
(a) Guarantor has the lawful power to own Its properties and to engage In
Its business as presently conducted.
(b) Guarantor's guaranty of Borrower's Indebtedness and Guarantor's
execution, delivery and performance of this Agreement are not in violation
of any laws and will not result in a default under any contract, agreement,
or Instrument to which Guarantor is a party, or by which Guarantor or its
property may be bound.
(c) Guarantor has agreed and consented to execute this Agreement and to
guarantee Borrower's indebtedness in favor of Lender, at Borrower's request
and not at the request of Lender.
(d) Guarantor will receive and/or has received a direct or indirect
material benefit from the transactions contemplated herein and/or arising
out of Borrower's Indebtedness.
(e) This Agreement, when executed and delivered to Lender, will constitute
a valid, legal and binding obligation of Guarantor, enforceable In
accordance with its terms.
(f) Guarantor has established adequate means of obtaining information from
Borrower on a continuing basis regarding Borrowers financial condition. (g)
Lander has made no representations to Guarantor as to the creditworthiness
of Borrower.
ADDITIONAL OBLIGATIONS OF GUARANTOR. So long as this Agreement remains In
effect, Guarantor has not and will not, without Lander's prior written consent,
sell, lease, assign, pledge, hypothecate, encumber, transfer, or otherwise
dispose of all or substantially all of Guarantor's assets. Guarantor agrees to
keep adequately informed of any facts, events or circumstances which might In
any way affect Guarantor's risks under this Agreement. Guarantor further agrees
that Lender shall have no obligation to disclose to Guarantor any information or
material relating to Borrower or Borrower's Indebtedness.
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ADDITIONAL DOCUMENTS; FINANCIAL STATEMENTS. Upon the reasonable request of
Lender, Guarantor will, at any time, and from time to time, execute and deliver
to Lander any and all such financial Instruments and documents, and supply such
additional Information, as may be necessary or advisable in the opinion of
Lander to obtain the full benefits of this Agreement. Guarantor further agrees
to provide Lender with such financial statements and other related Information
at such frequencies and In such detail as Lender may reasonably request.
TRANSFER OF INDEBTEDNESS. This Agreement Is for the benefit of Lender and for
such other person or persons as may from time to time become or be the holders
of all or any part of Borrowers Indebtedness. This Agreement shall be
transferrable and negotiable with the same force and effect and to the same
extent as Borrower's Indebtedness may be transferrable; It being understood and
agreed to by Guarantor that, upon any transfer or assignment of all or any part
of Borrower's Indebtedness, the holder of such Indebtedness shall have all of
the rights and remedies granted to Lander under this Agreement. Guarantor
further agrees that, upon any transfer of all or any portion of Borrower's
Indebtedness, Lander may transfer and deliver any and all collateral securing
repayment of such Indebtedness (including, but not limited to, any collateral
provided by Guarantor) to the transferee of such Indebtedness, and such
collateral shall secure any and all of Borrower's Indebtedness In favor of such
a transferee. Guarantor additionally agrees that, after any such transfer or
assignment has taken place, Lender shall be fully discharged from any and all
liability and responsibility to Borrower and Guarantor with respect to such
collateral, and the transferee thereafter shall be vested with all the powers
and rights with respect to such collateral.
CONSENT TO PARTICIPATION. Guarantor recognizes and agrees that Lender may, from
time to time, one or more times, transfer all or any part of Borrower's
Indebtedness through sales of participation Interests in such Indebtedness to
one or more third party lenders. Guarantor specifically agrees and consents to
all such transfers and assignments, and Guarantor further waives any subsequent
notice of such transfers and assignments as may be provided under Louisiana law.
Guarantor additionally agrees that the purchaser. of a participation Interest In
Borrower's Indebtedness will be considered as the absolute owner of a percentage
Interest of such Indebtedness and that such a purchaser will have all of the
rights granted under any participation agreement governing the sale of such a
participation interest. Guarantor waives any rights of offset that Guarantor may
have against Lender and/or any purchaser of such a participation Interest, and
Guarantor unconditionally agrees that either Lander or such a purchaser may
enforce Guarantor's obligations and liabilities und6r this Agreement,
irrespective of the failure or Insolvency of Lender or any such purchaser.
NOTICES. Any notice provided in this Agreement must be in writing and will be
considered as given on the day It is delivered by hand or deposited in the U.S.
mail, postage prepaid, addressed to the person to whom the notice is to be given
at the address shown above or at such other addresses as any party may designate
to the other in writing. If there is more than one Guarantor under this
Agreement, notice to any Guarantor shall constitute notice to all Guarantors.
ADDITIONAL GUARANTIES. Guarantor recognizes and agrees that Guarantor may have
previously granted, and may in the future grant, one or more additional
guaranties of Borrower's Indebtedness In favor of Lander. Should this occur, the
execution of this Agreement and any additional guaranties on the part of
Guarantor will not be construed as a cancellation of this Agreement or any of
Guarantor's additional guaranties; it being Guarantor's full intent and
agreement that all such guaranties of Borrower's Indebtedness in favor of Lander
shall remain In full force and effect and shall be cumulative in nature and
effect.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Guaranty:
Amendment. No amendment, modification, consent or waiver of any provision
of this Agreement, and no consent to any departure by Guarantor therefrom,
shall be effective unless the same shall be in writing signed by a duly
authorized officer of Lender, and then shall be effective only as to the
specific instance and for the specific purpose for which given.
Caption Headings. Caption headings of the sections of this Agreement are
for convenience purposes only and are not to be used to interpret or to
define their provisions. In this Agreement, whenever the context so
requires, the singular Includes the plural and the plural also includes the
singular.
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Severability. If any provision of this Agreement Is held to be illegal,
Invalid or unenforceable under present or future laws effective during the
term hereof, such provision shall be fully severable. This Agreement shall
be construed and enforceable as if the illegal, invalid or unenforceable
provision had never comprised a part of it. and the remaining provisions of
this Agreement shall remain in full force and effect and shall not be
affected by the illegal, Invalid or unenforceable provision or by Its
severance herefrom. Furthermore. In lieu of such illegal, invalid or
unenforceable provision, there shall be added automatically as a part of
this Agreement, a provision as similar In terms to such illegal, Invalid or
unenforceable provision as may be possible and legal, valid and
enforceable.
Successors and Assigns Bound. Guarantor's obligations and liabilities under
this Agreement shall be binding upon Guarantor's successors. heirs,
legatees, devisees, administrators, executors and assigns.
EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT
THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS
GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED. NO
FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS
GUARANTY IS DATED MARCH 11, 1997.
GUARANTOR
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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