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EXHIBIT 10.23
[COMERICA LOGO]
GUARANTY
As of June 6, 2003, the undersigned, for
value received, unconditionally and
absolutely guarantee to Comerica Bank
("Bank"), a Michigan banking corporation,
payment when due, whether by stated
maturity, demand, acceleration or otherwise,
of all existing and future indebtedness
("Indebtedness") to the Bank of
Renaissance Alliance Insurance Services,
LLC, a Massachusetts limited liability
company ("Borrower"). Indebtedness includes
without limit any and all
obligations or liabilities of the Borrower
to the Bank, whether absolute or
contingent, direct or indirect, voluntary
or involuntary, liquidated or
unliquidated, joint or several, known or
unknown; any and all indebtedness,
obligations or liabilities for which
Borrower would otherwise be liable to the
Bank were it not for the invalidity,
irregularity or unenforceability of them by
reason of any bankruptcy, insolvency or
other law or order of any kind, or for
any other reason; any and all amendments,
modifications, renewals and/or
extensions of any of the above; and all
costs of collecting Indebtedness,
including, without limit, attorney fees.
Any reference in this Guaranty to
attorney fees shall be deemed a reference
to reasonable fees, charges, costs and
expenses of both in-house and outside
counsel and paralegals, whether or not a
suit or action is instituted, and to court
costs if a suit or action is
instituted, and whether attorney fees or
court costs are incurred at the trial
court level, on appeal, in a bankruptcy,
administrative or probate proceeding or
otherwise. All costs shall be payable
immediately by the undersigned when
incurred by the Bank, without demand, and
until paid shall bear interest at the
highest per annum rate applicable to any of
the Indebtedness, but not in excess
of the maximum rate permitted by law.
1. LIMITATION: The total
obligation of the undersigned under this Guaranty is
UNLIMITED unless specifically
limited in the Additional Provisions of this
Guaranty, and
this obligation (whether unlimited or limited to the extent
specified in the
Additional Provisions) shall include, IN ADDITION TO any
limited amount
of principal guaranteed, all interest on that limited
amount, and all
costs incurred by the Bank in collection efforts against
the Borrower
and/or the undersigned or otherwise incurred by the Bank in
any way relating
to the Indebtedness, or this Guaranty, including without
limit attorney
fees. The undersigned agree(s) that (a) this limitation
shall not be a
limitation on the amount of Borrower's Indebtedness to the
Bank; (b) any
payments by the undersigned shall not reduce the maximum
liability of the
undersigned under this Guaranty unless written notice to
that effect is
actually received by the Bank at, or prior to, the time of
the payment; and
(c) the liability of the undersigned to the Bank shall at
all times be
deemed to be the aggregate liability of the undersigned under
this Guaranty
and any other guaranties previously or subsequently given to
the Bank by the
undersigned and not expressly revoked, modified or
invalidated in
writing.
2. NATURE OF GUARANTY: This is
a continuing Guaranty of payment and not of
collection and
remains effective whether the Indebtedness is from time to
time reduced and
later increased or entirely extinguished and later
reincurred. The
undersigned deliver this Guaranty based solely on the
undersigned's
independent investigation of (or decision not to investigate)
the financial
condition of Borrower and are not relying on any information
furnished by the
Bank. The undersigned assume full responsibility for
obtaining any
further information concerning the Borrower's financial
condition, the
status of the Indebtedness or any other matter which the
undersigned may
deem necessary or appropriate now or later. The undersigned
knowingly accept the
full range of risk encompassed in this Guaranty, which
risk includes,
without limit, the possibility that Borrower may incur
Indebtedness to
the Bank after the financial condition of the Borrower, or
the Borrower's
ability to pay debts as they mature, has deteriorated.
3. APPLICATION OF PAYMENTS: The
undersigned authorize the Bank, either before
or after
termination of this Guaranty, without notice to or demand on
the
undersigned and
without affecting the undersigned's liability under this
Guaranty, from
time to time to: (a) apply any security and direct the order
or manner of
sale; and (b) apply payments received by the Bank from the
Borrower to any
indebtedness of the Borrower to the Bank, in such order as
the Bank shall
determine in its sole discretion, whether or not this
indebtedness is
covered by this Guaranty, and the undersigned waive any
provision of law
regarding application of
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payments which
specifies otherwise. The undersigned agree to provide to the
Bank copies of
the undersigned's financial statements upon request.
4. SECURITY: The undersigned
grant to the Bank a security interest in and the
right of setoff
(which shall only be exercisable upon the occurrence and
during the
continuance of an Event of Default on the Indebtedness) as to
any and all
property of the undersigned now or later in the possession of
the Bank. The
undersigned further assign to the Bank as collateral for the
obligations of
the undersigned under this Guaranty all claims of any nature
that the
undersigned now or later have against the Borrower (other than
any
claim under a
deed of trust or mortgage covering California real property)
with full right
on the part of the Bank, in its own name or in the name of
the undersigned,
to collect and enforce these claims. The undersigned agree
that no security
now or later held by the Bank for the payment of any
Indebtedness,
whether from the Borrower, any guarantor, or otherwise, and
whether in the
nature of a security interest, pledge, lien, assignment,
setoff,
suretyship, guaranty, indemnity, insurance or otherwise, shall
affect in any
manner the unconditional obligation of the undersigned under
this Guaranty,
and the Bank, in its sole discretion, without notice to the
undersigned, may
release, exchange, enforce and otherwise deal with any
security without
affecting in any manner the unconditional obligation of
the undersigned
under this Guaranty. The undersigned acknowledge and agree
that the Bank
has no obligation to acquire or perfect any lien on or
security
interest in any asset(s), whether realty or personalty, to
secure
payment of the
Indebtedness, and the undersigned are not relying upon any
asset(s) in
which the Bank has or may have a lien or security interest for
payment of the
Indebtedness.
5. OTHER GUARANTORS:
