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EXHIBIT B-2
GUARANTEE
THIS GUARANTEE (this "Guarantee") is made as of this 17th day of November,
1995, by PRODUCTIVITY FUND III, L.P., a Delaware limited partnership
(hereinafter, together with its successors and permitted assigns, the
"Guarantor") to and for the benefit of LASALLE NATIONAL BANK, a national
banking association (hereinafter, together with its successors and assigns, the
"Bank").
R E C I T A L S:
A. Riverside L.L.C., an Illinois limited liability company (the
"Borrower") and the Bank are parties to that certain Secured Revolving Loan
Agreement of even date herewith (as the same may be amended, supplemented or
modified from time to time, the "Loan Agreement"), providing for revolving
loans to be made to the Borrower by the Bank for the purchase of the Stock, as
described in the Loan Agreement.
B. Concurrently with the purchase of such Stock, the Borrower will
contribute such Stock to Riverside Partnership, an Illinois general partnership
of which Guarantor is a general partner.
C. It is in the best interests of the Guarantor to cause this Guarantee to
be executed on its behalf inasmuch as the Guarantor will derive substantial
direct and indirect benefits from the revolving loans to be made pursuant to
the Loan Agreement.
D. The Bank has required that the Guarantor execute this Guarantee in
connection with the Bank's agreement to enter into the Loan Agreement.
NOW, THEREFORE FOR VALUE RECEIVED, and in consideration of advances,
credit or other financial accommodations heretofore, now or that may hereafter
at any time be extended to the Borrower by the Bank, the Guarantor hereby
unconditionally guarantees, irrespective of the validity, regularity or
enforceability of any instrument, writing or agreement relating to or the
subject of any such financial accommodation, and whether or not due or to
become due before or after any bankruptcy or insolvency proceeding involving
the Borrower or would have become due but for the Borrower's bankruptcy
proceeding, the full and prompt payment to the Bank at maturity, to the extent
of the amount to which this Guarantee is limited, whether by acceleration or
otherwise, and at all times thereafter of any and all indebtedness, obligations
and liabilities of every kind and nature of the Borrower to the Bank which
arise out of or in connection with the Loan Agreement or any Related Document,
howsoever evidenced, whether now existing or hereafter created or arising,
directly or indirectly, primary or secondary, absolute or contingent, due or to
become due, or joint or several, and howsoever owned, held or acquired, whether
through discount, overdraft, purchase, direct loan or as collateral, or
otherwise, and the prompt, full and faithful performance and discharge by the
Borrower of each and every of the terms, conditions, agreements,
representations and warranties on the part of the Borrower contained in the
Loan Agreement or any Related Document,
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or in any modification or addenda thereto or substitution thereof; and the
Guarantor further agrees to pay all expenses legal and/or otherwise, (including
court costs and attorneys' fees), paid or incurred by the Bank in endeavoring
to collect such indebtedness, or any part thereof, or in enforcing this
Guarantee or in defending any suit based on any act of commission or omission
of the Bank with respect to such indebtedness, collateral, or this Guarantee or
in connection with any recovery claim hereinbelow defined (all of the aforesaid
indebtedness, obligations and liabilities plus interest and all expenses herein
mentioned are hereinafter collectively called the "Guaranteed Obligations").
The amount of recovery, however, against the Guarantor is limited to a
percentage of the aggregate cost of purchase of the Stock (as defined in the
Loan Agreement) currently held as Collateral (the "Maximum Guaranteed Amount"),
such percentage to be certified to the Bank by the Guarantor from time to time
in the form attached hereto as Annex II, plus all costs of collection and other
expenses (including court costs and attorneys' fees) described herein.
Notwithstanding the foregoing, in no event shall the sum of the percentages
guaranteed by each of the Guarantor and Environmental Private Equity Fund II,
L.P., a Delaware limited partnership be less than 20%. If at any time the sum
of the percentages certified by the Guarantor and Environmental Private Equity
Fund II, L.P., a Delaware limited partnership shall be less than 20%, such
percentages shall be deemed to be increased on a pro rata basis to a percentage
equal to 20% collectively.
The Guarantor hereby further agrees as follows:
1. CONTINUING GUARANTEE. This Guarantee includes any Guaranteed
Obligations arising under successive transactions continuing, compromising,
extending, increasing, modifying, releasing, or renewing the Guaranteed
Obligations, changing the interest rate, payment terms, or other terms and
conditions thereof, or creating new or additional Guaranteed Obligations after
prior Guaranteed Obligations have been satisfied in whole or in part. To the
maximum extent permitted by law, the Guarantor hereby waives any right to
revoke this Guarantee as to future indebtedness. If such a revocation is
effective notwithstanding the foregoing waiver, the Guarantor acknowledges and
agrees that (a) no such revocation shall be effective until written notice
thereof has been received by the Bank, (b) no such revocation shall apply to
any Guaranteed Obligations in existence on such date (including any subsequent
continuation, extension, or renewal thereof, or change in the interest rate,
payment terms, or other terms and conditions thereof), (c) no such revocation
shall apply to any Guaranteed Obligations made or created after such date to
the extent made or created pursuant to a legally binding commitment of the Bank
in existence on the date of such revocation, (d) no payment by the Guarantor,
the Borrower, or from any other source, prior to the date of such revocation
shall reduce the maximum obligation of the Guarantor hereunder, and (e) any
payment by the Borrower or from any source other than the Guarantor, subsequent
to the date of such revocation, shall first be applied to that portion of the
Guaranteed Obligations as to which the revocation is effective and which are
not, therefore, guaranteed hereunder, and to the extent so applied shall not
reduce the maximum obligation of the Guarantor thereunder. The agreements and
obligations of the undersigned under this Guarantee shall remain in full force
and effect until all Liabilities (as defined in the Loan Agreement) shall have
been paid in full and the Bank's Revolving Loan Commitment (as defined in the
Loan Agreement) has terminated.
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2. PERFORMANCE UNDER THIS GUARANTEE. In the event that the Borrower
fails to make any payment of any Guaranteed Obligations on or before the due
date thereof, or if the Borrower shall fail to perform, keep, observe, or
fulfill any other obligation referred to in any instrument, writing or
agreement relating to the Guaranteed Obligations, the Guarantor immediately
shall cause such payment to be made to the extent of the amount to which this
Guarantee is limited, and shall cause each of such obligations to be performed,
kept, observed, or fulfilled.
3. PRIMARY OBLIGATIONS. This Guarantee is a primary and original
obligation of the Guarantor, is not merely the creation of a surety
relationship, and is an absolute, unconditional, and continuing guarantee of
payment and performance which shall remain in full force and effect without
respect to future changes in conditions, including any change of law or any
invalidity or irregularity with respect to the issuance of any instrument,
writing or agreement relating to the Guaranteed Obligations. The Guarantor
agrees that he is directly, jointly and severally with any other guarantor of
the Guaranteed Obligations, liable to the Bank, that the obligations of the
Guarantor hereunder are independent of the obligations of the Borrower or any
other guarantor, and that a separate action may be brought against the
Guarantor whether such action is brought against the Borrower or any other
guarantor or whether the Borrower or any such other guarantor is joined in such
action. The Guarantor agrees that his liability hereunder shall be immediate
and shall not be contingent upon the exercise or enforcement of any lien or
realization upon any security or collateral the Bank may at any time possess.
The Guarantor agrees that any release which may be given by the Bank to the
Borrower or any other guarantor shall not release the Guarantor. The Guarantor
consents and agrees that the Bank shall be under no obligation to marshal any
assets of the Borrower or any other guarantor in favor of the Guarantor, or
against or in payment of any or all of the Guaranteed Obligations.
4. WAIVERS.
(a) The Guarantor hereby waives: (1) notice of acceptance hereof;
(2) notice of any loans or other financial accommodations made or
extended to the Borrower or the creation or existence of any Guaranteed
Obligations; (3) notice of the amount of the Guaranteed Obligations,
subject, however, to the Guarantor's right to make inquiry of the Bank to
ascertain the amount of the Guaranteed Obligations at any reasonable
time; (4) notice of any adverse change in the financial condition of the
Borrower or of any other fact that might increase the Guarantor's risk
hereunder; (5) notice of presentment for payment, demand, protest, and
notice thereof as to any promissory notes or other instruments, writing
or agreements evidencing Guaranteed Obligations; (6) notice of any event
of default by the Borrower under any instrument, writing or agreement
with the Bank; and (7) all other notices (except if such notice is
specifically required to be given to the Guarantor hereunder) and demands
to which the Guarantor might otherwise be entitled.
(b) The Guarantor hereby waives the right by statute or otherwise to
require the Bank to institute suit against the Borrower; or to exhaust
any rights and remedies which the Bank has or may have against the
Borrower. In this regard, the Guarantor agrees that he is bound to the
payment of all Guaranteed Obligations to the extent of the amount to
which this
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Guarantee is limited, whether now existing or hereafter accruing, as
fully as if such Guaranteed Obligations were directly owing to the Bank
by the Guarantor. The Guarantor further waives any defense arising by
reason of any disability or other defense (other than the defense that
the Guaranteed Obligations shall have been fully and finally performed
and indefeasibly paid) of the Borrower or by reason of the cessation from
any cause whatsoever of the liability of the Borrower in respect thereof.
(c) The Guarantor hereby waives: (1) any rights to assert against
the Bank any defense (legal or equitable), set-off, counterclaim, or
claim which the Guarantor may now or at any time hereafter have against
the Borrower or any other party liable to the Bank; (2) any defense,
set-off, counterclaim, or claim, of any kind or nature, arising directly
or indirectly from the present or future lack of perfection, sufficiency,
validity, or enforceability of the Guaranteed Obligations or any security
therefor; (3) the benefit of any statute of limitations affecting the
Guarantor's liability hereunder or the enforcement thereof, and any act
which shall defer or delay the operation of any statute of limitations
applicable to the Guaranteed Obligations shall similarly operate to defer
or delay the operation of such statute of limitations applicable to the
Guarantor's liability hereunder.
(d) The Guarantor hereby waives any right of subrogation the
Guarantor has or may have as against the Borrower with respect to the
Guaranteed Obligations. In addition, the Guarantor hereby waives any
right to proceed against the Borrower, now or hereafter, for
contribution, indemnity, reimbursement, and any other suretyship rights
and claims, whether direct or indirect, liquidated or contingent, whether
arising under express or implied contract or by operation of law, which
the Guarantor may now have or hereafter have as against the Borrower with
respect to the Guaranteed Obligations. The Guarantor also hereby waives
any rights of recourse to or with respect to any asset of the Borrower.
The Guarantor agrees that in light of the immediately foregoing waivers,
the execution of this Guarantee shall not be deemed to make the Guarantor
a "creditor" of the Borrower, and that, for purposes of Sections 547 and
550 of the United States Bankruptcy Code, the Guarantor shall not be
deemed a "creditor" of the Borrower.
5. RELEASES. No release or discharge of the Borrower or any one or more
of the guarantors, or of any other person, whether primarily or secondarily
liable for and obligated with respect to the Guaranteed Obligations, or the
institution of bankruptcy, receivership, insolvency, reorganization,
dissolution or liquidation proceedings by or against any guarantor or person,
or the entry of any restraining or other order in any such proceeding, shall
release or discharge the Guarantor or any other guarantor of the Guaranteed
Obligations, or any other person, firm or corporation liable to the Bank for
the Guaranteed Obligations, unless and until all of the Guaranteed Obligations
shall have been fully paid.
6. RIGHT OF SETOFF AND SECURITY INTEREST. Any and all moneys, credits or
other property belonging to the Guarantor in transit to, or in the possession
or under the control of, the Bank, or any agent or bailee of the Bank, may,
without prior notice and opportunity to be heard, be appropriated and applied
against the liability of the Guarantor hereunder to the extent of the amount to
which this
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Guarantee is limited. The Guarantor does hereby assign and transfer to the Bank
any and all cash, negotiable instruments, documents of title, chattel paper,
securities, certificates of deposit, deposit accounts, other cash equivalents
and other assets of the Guarantor in transit to, or in the possession or
control of the Bank, or any agent or bailee of the Bank for any purpose and to
apply the same on any or all of the Guaranteed Obligations to the extent of the
amount to which this Guarantee is limited. To secure payment of the Guaranteed
Obligations, the Guarantor grants to the Bank a security interest in all
property (including but not limited to all of the property described above) of
the Guarantor delivered concurrently herewith, or now or at any time hereafter
in the possession or control of the Bank, and all proceeds of all such
property. The undersigned agrees that the Bank shall have the rights and
remedies of a secured party under the Uniform Commercial Code of Illinois with
respect to all of the aforesaid property, including, without limitation
thereof, the right to sell or otherwise dispose of any or all of such property.
The Bank may without notice to anyone, apply or set off any balances, credits,
deposits, accounts, moneys or other indebtedness at any time credited by or due
from the Bank to the Guarantor against the amounts due hereunder. Any
notification of intended disposition of any property required by law shall be
deemed reasonably and properly given if given at least five (5) calendar days
before such disposition.
7. RECOVERY CLAIM. Should a claim ("Recovery Claim") be made upon the
Bank at any time for recovery of any amount received by the Bank in payment of
the Guaranteed Obligations (whether received from the Borrower, the Guarantor
pursuant hereto, or otherwise) and should the Bank repay all or part of said
amount by reason of (1) any judgment, decree, or order of any court or
administrative body having jurisdiction over the Bank or any of its property;
or (2) any settlement or compromise of any such Recovery Claim effected by the
Bank with the claimant (including the Borrower), the Guarantor shall remain
jointly and severally liable to the Bank for the amount so repaid to the same
extent as if such amount had never originally been received by the Bank,
notwithstanding any termination hereof or the return of this document to or the
cancellation of any note or other instrument evidencing any of the
indebtedness.
8. ASSIGNMENTS. In the event the Bank shall sell, assign or transfer the
Guaranteed Obligations, or any part thereof, or grant participation therein,
each and every immediate or remote successive assignee, transferee, holder of
or participant therein, of all or any part of the Guaranteed Obligations shall
have the right to enforce this Guarantee by suit or otherwise for the benefit
of such assignee, transferee holder or participant, as fully as if such
assignee, transferee holder or participant were herein by name specifically
given such rights, powers and benefits; but the Bank shall have an unimpaired,
prior and superior right to enforce this Guarantee for its benefit as to so
much of the Guaranteed Obligations as it has not sold, assigned or transferred.
9. FINANCIAL CONDITION OF THE BORROWER. The Guarantor represents and
warrants to the Bank that the Guarantor is currently informed of the financial
condition of the Borrower and of all other circumstances which a diligent
inquiry would reveal and which would bear upon the risk of nonpayment of the
Guaranteed Obligations. The Guarantor further represents and warrants to the
Bank that the Guarantor will continue to keep informed of the Borrower's
financial condition, the financial condition of other guarantors, if any, and
of all other circumstances which bear upon the risk of nonpayment or
nonperformance of the Guaranteed Obligations.
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10. FINANCIAL STATEMENTS OF GUARANTOR.
10.1 Representations and Warranties. The Guarantor represents and
warrants to the Bank that:
(a) All income statements, balance sheets, cash flow statements,
statements of operations and other financial data that have been or shall
hereafter be furnished to the Bank for the purposes of or in connection
with this Guarantee do and will present fairly in accordance with GAAP,
consistently applied, the financial condition of the Guarantor as of the
dates thereof and the results of operations for the period(s) covered
thereby. There is no liability, direct or indirect, contingent or
otherwise, of the Guarantor that is not reflected on these financial
statements.
(b) The balance sheet of the Guarantor, dated September 30, 1995,
and the related statements of income, retained earnings and cash flows
for the calendar period then ended, respectively, copies of which have
been furnished to the Bank, fairly present the financial condition of the
Guarantor, at such dates and the results of each of their operations for
the period ended on such respective dates, all in accordance with GAAP,
consistently applied.
(c) Since September 30, 1995, there has been no material adverse
change in the financial condition, operations, assets, business, or
properties of the Guarantor.
10.2 Covenants. The Guarantor covenants that so long as this Guarantee
shall remain outstanding the Guarantor shall:
(a) Guarantor Financial Statements. Furnish to the Bank on or
before the one hundred twentieth (120th) day after the Guarantor's fiscal
years, a copy of the annual consolidated financial statements of
Guarantor consisting of, at least, a balance sheet and statement of
income and cash flow for such period, prepared in accordance with GAAP,
consistently applied, audited by independent certified public accountants
of recognized standing.
(b) Guarantor Interim Statements. Furnish to the Bank on or before
the sixtieth (60th) day after the end of each fiscal quarter of the
Guarantor, a copy of unaudited consolidated financial statements of the
Guarantor prepared in accordance with GAAP, consistently applied, signed
by an authorized officer of Guarantor and consisting of, at least, a
balance sheet and statement of income and cash flow as at the close of
such fiscal quarter and for the period from the beginning of such
calendar year to the close of such fiscal quarter.
(c) Liquidity Covenant. Maintain liquid assets, including cash,
cash equivalents and/or undrawn capital commitments in an amount at least
equal to the Maximum Guaranteed Amount. The sum of the percentages of the
aggregate cost of purchase of the Stock (as defined in the Loan
Agreement) currently held as Collateral guaranteed by each
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of the Guarantor and Environmental Private Equity Fund II, L.P., a
Delaware limited partnership shall at all time be equal to or greater
than 20%.
(d) Certificate. Contemporaneously with the furnishing of each of
the financial statements described in Sections (a) and (b) above, furnish
to the Bank a duly completed certificate in the form of Annex I attached
hereto (a "Compliance Certificate") dated the date of such financial
statement and signed by an authorized officer of the Guarantor.
11. SUBORDINATION. The Guarantor hereby agrees that any and all present
and future indebtedness of the Borrower owing to the Guarantor is, and shall
be, subordinated in all respects to the Guaranteed Obligations. Notwithstanding
the foregoing, the Guarantor may receive from the Borrower regularly scheduled
payments of principal and interest in connection with such subordinated
indebtedness so long as a Default or an Event of Default (as such terms are
defined in the Loan Agreement) under the Loan Agreement has not occurred and is
continuing.
12. PAYMENTS; APPLICATION. All payments to be made hereunder by the
Guarantor shall be made in lawful money of the United States of America, shall
be made in immediately available funds, and shall be made without deduction
(whether for taxes or otherwise) or offset. All payments made by the Guarantor
hereunder shall be applied as follows; first, to all costs and expenses
(including attorneys' fees and costs) incurred by the Bank in enforcing this
Guarantee or in collecting the Guaranteed Obligations; second, to all accrued
and unpaid interest and fees owing to the Bank constituting Guaranteed
Obligations; and third, to the balance of the Guaranteed Obligations, all such
payments to be limited to the amount to which this Guarantee is limited.
13. INDEMNIFICATION. Subject to the limitations set forth herein, or in
any other instruments, writings and agreements between the Borrower and the
Bank, the Guarantor agrees to indemnify the Bank and hold the Bank harmless
against all obligations, demands, or liabilities asserted by any party and
against all losses in any way suffered, incurred, or paid by the Bank as a
result of or in any way arising out of, following, or consequential to the
Bank's transactions with the Borrower.
14. NOTICES. All notices or demands by the Guarantor or the Bank to the
other relating to this Guarantee shall be in writing and either personally
served or sent by certified mail, postage prepaid, return receipt requested, or
by prepaid telefacsimile or telegram, and shall be deemed to be given for
purposes of this Guarantee on the day that such writing is received by the
party to whom it is sent. Unless otherwise specified in a notice sent or
delivered in accordance with the provisions of this Section 14, such writing
shall be sent, if to the Guarantor, at the Guarantor's address set forth on the
signature page hereof, and if to the Bank, then to ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn.: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
15. CUMULATIVE REMEDIES. No remedy under this Guarantee is intended to
be exclusive of any other remedy, but each and every remedy shall be cumulative
and in addition to any and every other remedy given hereunder and those
provided by law or in equity. No delay or omission by the Bank to exercise any
right under this Guarantee shall impair any such right nor be construed
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to be a waiver thereof. No failure on the part of the Bank to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right hereunder preclude any other
or further exercise thereof or the exercise of any other right.
16. BOOKS AND RECORDS. The Guarantor agrees that the Bank's books and
records showing the indebtedness between the Bank and the Borrower shall be
admissible in any action or proceeding and shall be binding upon the Guarantor
for the purpose of establishing the items therein set forth and shall
constitute prima facie proof thereof.
17. SEVERABILITY OF PROVISIONS. Any provision of this Guarantee which is
prohibited or unenforceable under applicable law, shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof.
18. ENTIRE AGREEMENT: AMENDMENTS. This Guarantee constitutes the entire
agreement between the Guarantor and the Bank pertaining to the subject matter
contained herein, and may not be altered, amended, or modified, nor may any
provision hereof be waived or noncompliance therewith consented to, except by
means of a writing executed by both the Guarantor and the Bank. Any such
alteration, amendment, modification, waiver, or consent shall be effective only
to the extent specified therein and for the specific purpose for which given.
No course of dealing and no delay or waiver of any right or default under this
Guarantee shall be deemed a waiver of any other similar or dissimilar right or
default or otherwise prejudice the rights and remedies hereunder.
19. SUCCESSORS AND ASSIGNS. This Guarantee shall be binding upon the
Guarantor's successors, and assigns and shall inure to the benefit of the
successors and assigns of the Bank.
20. CHOICE OF LAW AND VENUE. THE VALIDITY OF THIS GUARANTEE, ITS
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF THE GUARANTOR
AND THE BANK SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE
GUARANTOR HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION
WITH THIS GUARANTEE SHALL BE TRIED AND DETERMINED ONLY IN THE STATE AND FEDERAL
COURTS LOCATED IN THE COUNTY OF ▇▇▇▇, STATE OF ILLINOIS, OR, AT THE SOLE OPTION
OF THE BANK IN ANY OTHER COURT IN WHICH THE BANK SHALL INITIATE LEGAL OR
EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER
IN CONTROVERSY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE GUARANTOR HEREBY
EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE WITH THIS SECTION 21.
21. WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE
GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF
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ANY ACTION, CAUSE OF ACTION, CLAIM, DEMAND, OR PROCEEDING ARISING UNDER OR
WITH RESPECT TO THIS GUARANTEE, OR IN ANY WAY CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE DEALINGS OF THE GUARANTOR AND THE BANK WITH RESPECT TO THIS
GUARANTEE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE GUARANTOR HEREBY AGREES
THAT ANY SUCH ACTION, CAUSE OF ACTION, CLAIM, DEMAND, OR PROCEEDING SHALL BE
DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT THE BANK MAY FILE AN ORIGINAL
COUNTERPART OF THIS SECTION 22 WITH ANY COURT OR OTHER TRIBUNAL AS WRITTEN
EVIDENCE OF THE CONSENT OF THE GUARANTOR TO THE WAIVER OF HIS RIGHT TO TRIAL BY
JURY.
[SIGNATURE PAGE(S) FOLLOW]
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IN WITNESS WHEREOF, the Guarantor has executed and delivered this
Guarantee as of the date set forth above.
GUARANTOR:
PRODUCTIVITY FUND III, L.P.
By: FIRST ANALYSIS MANAGEMENT
COMPANY III, L.L.C. its General
Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Its Managing Member
Address:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
20