EXHIBIT 10.2
COMMERCIAL GUARANTY
Borrower: LABORATORY SPECIALISTS, INC.
(TIN: 72-0846066)
P.O. Box 435
Belle Chasse, LA 70037
Lender: Hibernia National Bank
(TIN: 72-0210640)
Loan Administration Department
313 Carondelet Street
New Orleans, LA 70130
Guarantor: Laboratory Specialists of America, Inc.
P.O. Box 435
Belle Chasse, LA 70037
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 LABORATORY SPECIALISTS, INC..
Guarantor. The word "Guarantor" means individually, collectively and
interchangeably Laboratory Specialists of America, Inc. 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
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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 August 25, 1998 In the
fixed principal amount of U.S. $1,000,000.00. In addition, all Interest
thereon, costs, expenses, attorneys' fees and other fees and charges
related thereto under Borrower's Indebtedness shall be fully guaranteed
hereunder.
Lender. The word "Lender" means Hibernia National Bank TIN: 72-0210640,
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 aid 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 Borrower's 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.
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 canceled or otherwise terminated by Lender under a
written cancellation instrument in favor of Guarantor (subject to the
automatic reinstatement provisions herein below). 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
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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 Borrower's
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 Borrower's 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 Lander'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 pan 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.
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(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 Borrower's Indebtedness.
(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, if 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 and on behalf of Borrower
under Borrower's Indebtedness, and/or (c) make any payment to Lender in total
or partial satisfaction of Guarantor's obligations and liabilities under this
Agreement, and/or (d) if any of Guarantor's property is used to pay or
satisfy any of Borrower's 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 Borrower's 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
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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 hold 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 Guarantor's 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 frm Borrower (or any other guarantor, endorser or
surety of Borrower's Indebtedness) in favor of Lender.
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 IRA, 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
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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 sue 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) Alter, 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 Lander'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
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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.
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 !aw, 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 if 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
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force and effect 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.
LEGAL EXISTENCE. Guarantor is a corporation duly organized, validly existing
and in good standing under the laws of the State of Oklahoma. Guarantor is
duly qualified and in good standing as a foreign corporation in each
jurisdiction where in the nature of the business transacted and the property
owned by Guarantor makes such qualification necessary. Guarantor's guaranty
of Borrower's Indebtedness and this Agreement does not violate Guarantor's
Articles of incorporation or Bylaws. Guarantor has taken all corporate
action necessary to authorize the execution, delivery and performance of this
Agreement.
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 Lander.
(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 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 Borrower's financial condition.
(g) Lender 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 Lender'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
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have no obligation to disclose to Guarantor any information or material
relating to Borrower or Borrower's Indebtedness.
ADDITIONAL DOCUMENTS; FINANCIAL STATEMENTS. Upon the reasonable request of
Lender, Guarantor will, at any time, and from time to time, execute and
deliver to Lender any and all such financial instruments and documents, and
supply such additional information, as may be necessary or advisable in the
opinion of Lender 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 Borrower's Indebtedness. This Agreement shall
be transferrable and negotiable with the same force and affect 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 Lender
under this Agreement. Guarantor further agrees that, upon any transfer of
all or any portion of Borrower's Indebtedness, Lender 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 Lender or such a purchaser may enforce Guarantor's
obligations and liabilities under 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
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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 Lender. 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 Lender
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.
Applicable Law. This Guaranty has been delivered to Lender and accepted
by Lender in the State of Louisiana. This Guaranty shall be governed by
and construed in accordance with the laws of the State of Louisiana.
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.
Severability. If any provision of this Agreement is hold 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.
Waive Jury. Guarantor and Lender hereby waive the right to any jury
trial in any action, proceeding, or counterclaim brought by either
against the other.
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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 AUGUST 25, 1998.
GUARANTOR:
Laboratory Specialists of America, Inc.
By: Arthur R. Peterson, Jr., Treasurer
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