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<br />the transactions contemplated by the CPA; and (h) the making and performance of this Guaranty
<br />will not violate any provision of or result in the acceleration of any obligation under any
<br />instrument or agreement, order, judgment or decree to which the Guarantor is a party or by which
<br />it or any of its property is bound. There are no conditions precedent to the effectiveness of this
<br />Guaranty that have not been satisfied or waived.
<br />7.2 In order to induce the Local Government to enter this CPA, and the Local Government and DOC
<br />to enter the LGGA, and for other good and valuable consideration, the receipt and sufficiency of
<br />which is hereby acknowledged, the Guarantor unconditionally and irrevocably guarantees, as
<br />primary obligor and not as surety, the full, prompt, and punctual performance by the Company of
<br />all of the Company's obligations, agreements and covenants under and with respect to this CPA.
<br />The Guarantor unconditionally guarantees, the prompt, payment (and not merely the collection) of
<br />all amounts that may now or in the future be owing to the DOC or the State, or the Local
<br />Government under this CPA and the LGGA, or any extension or renewal thereof however and
<br />whenever made, and shall be liable for any remedies or recoveries (including the cost of attorney
<br />fees incurred in enforcing this CPA and the LGGA) available to the DOC or the State, or the Local
<br />Government under or with respect to this CPA. The liability of the Guarantor shall be primary,
<br />joint and several.
<br />7.3 This Guaranty shall operate as a continuing and absolute guaranty and shall remain in full force
<br />and effect without regard to, and shall not be affected or impaired by, any amendment of the CPA,
<br />any sale or transfer of all or any part of the Guarantor's ownership interest in the Company, any
<br />voluntary or involuntary liquidation, dissolution, merger, sale of assets, insolvency,
<br />reorganization, bankruptcy or filing for bankruptcy of the Company or the Guarantor or any
<br />subsidiary, any rescission of a payment made hereunder, or any extension of time or other
<br />forbearance, compromise, adjustment, modification or indulgence granted to the Company by the
<br />DOC, the State, or the Local Government. The Guaranty shall remain in full force and effect until
<br />termination of the CPA; provided, however, that the Guarantor shalt not be released from its
<br />obligation hereunder so long as there is any claim of DOC or the Local Government against the
<br />Company, which claim arises out of, or related to, directly, or indirectly, this CPA, that is not
<br />settled or discharged in full,
<br />7.4 The DOC and the Local Government may exercise their rights against the Guarantor without first
<br />having to take action or exhaust remedies against the Company. The Guarantor expressly waives
<br />notice of non - performance, in any respect, by Company of any of its duties and obligations. The
<br />Guarantor unconditionally waives any defense available to it, including all suretyship defenses or
<br />defenses in the nature thereof; all requirements of notice, demand, presentment or protest in case
<br />of any default by the Company, as well as rights of set -off, redemption, and counterclaim which
<br />may be alleged to exist in favor of the Company.
<br />7.5 This Guaranty shall inure to the benefit of the DOC and the Local Government and their
<br />respective successor and assigns, and shall be binding on the Guarantor, and its successors and
<br />assigns, and shall not be discharged or affected by the death of any party.
<br />Signature pages follow
<br />One NC Company Performance Agreement
<br />Zurn Industries, LLC
<br />Lee County
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