EXH10-8
GUARANTY
This Guaranty made this 5th day of December, 1990, by the undersigned
(the "Guarantor") to and for the benefit of the CONNECTICUT DEVELOPMENT
AUTHORITY having its principal office at 217 Washington Street in the City of
Hartford, County of Hartford and State of Connecticut (the "Authority"),
W I T N E S S E T H:
WHEREAS, AUTOMATED LIGHT TECHNOLOGIES, INC. (the "Debtor") has applied
to the Authority for a loan in the total amount of THREE HUNDRED THOUSAND AND
NO/100 ($300,000.00) DOLLARS to be evidenced by its note in that amount of even
date herewith (the "Note"), a copy of which is attached hereto, secured by a
security agreement bearing the same date as the Note (the "Security Agreement");
and
WHEREAS, to induce the Authority to make said loan, the Guarantor has
agreed with the Authority to guarantee the payment of principal and interest and
any other charges provided for in the Note and the Security Agreement and the
performance by the Debtor of all of the covenants on its part to be performed
and observed pursuant to the provisions thereof;
NOW, THEREFORE, in consideration of the premises and of the sum of ONE
DOLLAR ($1.00) paid by the Authority to the Guarantor at or before delivery of
this Guaranty, the receipt and sufficiency of which is hereby acknowledged, the
Guarantor:
1. Unconditionally and absolutely guarantees the due and punctual
payment of the principal of the Note, the interest thereon and other monies due
or which may become due thereon, and the due and punctual performance and
observance by the Debtor of all the other terms, covenants and conditions of the
Note and the Security Agreement, whether according to the present terms thereof,
at any earlier or accelerated date or dates as provided therein, or pursuant to
any extension of time or to any change or changes in the terms, covenants and
conditions thereof now or at any time hereafter made or granted.
2. Waives diligence, presentment, protest, notice of dishonor, demand
for payment, extension of time for payment, notice of acceptance of this
Guaranty, nonpayment at maturity and indulgence and notices of every kind, and
consents to any and all forebearances and extensions of the time of payment of
the Note and the Security Agreement and to any and all changes in the terms,
covenants and conditions thereof made or granted and to any and all
substitutions, exchanges or releases of all or any part of the collateral
therefor or of any other guarantor therefor; it being the intention hereof that
Guarantor shall remain liable as principal until the full amount of the
principal of the Note ant the Security Agreement, with interest, and any other
sums due or to become due thereunder shall have been fully paid and the terms,
covenants and conditions shall have been fully performed and observed by the
Debtor, notwithstanding any act, omission or thing
which might otherwise operate as a legal or equitable discharge of the
Guarantor. The Guarantor also waives all rights waived in the Note by the maker
thereof and all rights under Section 49-1 of the General Statutes of
Connecticut.
3. Agrees that it shall have no right of subrogation whatsoever with
respect to the aforesaid indebtedness, or to any monies due and unpaid thereof
or any collateral securing the same, unless and until the Authority shall have
received payment in full of all sums at any time due on the Note and/or secured
by the Security Agreement.
4. Agrees that this Guaranty may be enforced by the Authority without
first resorting to or exhausting any other security, collateral or guarantor and
without first having recourse to the Note or any of the property or collateral
secured by the Security Agreement through court proceedings or otherwise;
provided, however, that nothing herein contained shall prevent the Authority
from suing on the Note with or without making the Guarantor a party to the suit
or from exercising other rights thereunder and if such suit or other remedy is
availed of only the net proceeds therefrom, after deduction of all charges and
expenses of every kind and nature whatsoever incurred in connection with the
collection or enforcement of the Note and/or the Security Agreement, shall be
applied and the Authority shall not be required to institute or prosecute
proceedings to recover any deficiency as a condition of payment hereunder or
enforcement hereof. At any sale of the property or collateral securing the
indebtedness, or any part thereof, whether upon judgment or otherwise the
Authority may at its discretion purchase all or any part of such collateral so
sold or offered for sale for its own account and may apply against the amount
bid therefor an equal amount out of the balance due it pursuant to the terms of
the Note and/or the Security Agreement.
5. Agrees that the Guarantor's obligation to make payment in accordance
with the terms of this Guaranty shall not be impaired, modified, changed,
released, or limited in any manner whatsoever by any impairment, modification,
change, release or limitation of the liability of the Debtor or its estate in
bankruptcy resulting from the operation of any present or future provision of
the Federal Bankruptcy Code or other similar statute, or from the decision of
any court.
6. Agrees that in the event this Guaranty is placed in the hands of any
attorney for enforcement, the Guarantor will reimburse the Authority for all
expenses incurred, including reasonable attorneys fees.
7. Agrees that this Guaranty shall inure to the benefit of and may be
enforced by the Authority, and any subsequent holder of the Note and/or the
Security Agreement and shall be binding upon and enforceable against the
Guarantor and the Guarantor's heirs, administrators, executors, successors and
assigns.
8. Agrees that the Guarantor has the power and authority to enter into
and perform this Guaranty and to incur the obligations herein provided for and
that all documents and agreements executed and delivered pursuant hereto, when
delivered, will be valid ant binding in accordance with their respective terms
and will deliver an opinion of counsel with respect thereto.
9. Agrees to provide the Authority with annual personal financial
statements and/or tax return of the Guarantor on each anniversary of the date of
this Guaranty
10. As used hereinabove, unless the context clearly indicates a
contrary context, pronouns of any gender shall include the other genders, and
either the singular or plural shall include the other.
11. If this Guaranty is executed by more than one Guarantor, the
liability of the Guarantors hereunder shall be joint and several.
IN WITNESS WHEREOF, this Guaranty has been duly signed, sealed and
delivered by the Guarantor the day and year first above written.
Signed, Sealed and Delivered in the Presence of:
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MOHD A . ASLAMI
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CHARLES DeLUCA
5. Agrees that the Guarantor's obligation to make payment in accordance
with the terms of this Guaranty shall not be impaired, modified, changed,
released, or limited in any manner whatsoever by any impairment, modification,
change, release or limitation of the liability of the Debtor or its estate in
bankruptcy resulting from the operation of any present or future provision of
the Federal Bankruptcy Code or other similar statute, or from the decision of
any court.
6. Agrees that in the event this Guaranty is placed in the hands of any
attorney for enforcement, the Guarantor will reimburse the Authority for all
expenses incurred, including reasonable attorneys fees.
7. Agrees that this Guaranty shall inure to the benefit of and may be
enforced by the Authority, and any subsequent holder of the Note and/or the
Security Agreement and shall be binding upon and enforceable against the
Guarantor and the Guarantor's heirs, administrators, executors, successors and
assigns.
8. Agrees that the Guarantor has the power and authority to enter into
and perform this Guaranty and to incur the obligations herein provided for and
that all documents and agreements executed and delivered pursuant hereto, when
delivered, will be valid ant binding in accordance with their respective terms
and will deliver an opinion of counsel with respect thereto.
9. Agrees to provide the Authority with annual personal financial
statements and/or tax return of the Guarantor on each anniversary of the date of
this Guaranty
10. As used hereinabove, unless the context clearly indicates a
contrary context, pronouns of any gender shall include the other genders, and
either the singular or plural shall include the other.
11. If this Guaranty is executed by more than one Guarantor, the
liability of the Guarantors hereunder shall be joint and several.
IN WITNESS WHEREOF, this Guaranty has been duly signed, sealed and
delivered by the Guarantor the day and year first above written.
Signed, Sealed and Delivered in the Presence of:
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MOHD A . ASLAMI
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CHARLES DeLUCA