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40 <br />Right to Proceed against Guarantors First <br />In the event of a default in the payment of any amount owed to the Bank <br />from time to time the payment of which is guaranteed by the Guarantors under <br />the provisions of the Guaranty Agreement, the Bank, in its sole discretion, <br />will have the right to proceed first and directly against the Guarantors, or <br />either of them, under the Guaranty Agreement without proceeding against the <br />Company or exhausting any other remedies which it may have and without <br />resorting to any other security held by the Bank. <br />Covenants under the Guaranty Agreement <br />The Guarantors covenant and agree under the Guaranty Agreement, among <br />other things: <br />(i) that the Partnership Guarantor and each of its <br />subsidiaries will preserve and maintain their. <br />respective existences, rights, franchises, licenses <br />and privileges in their respective states of <br />incorporation and will qualify and remain qualified <br />and authorized to do business in each jurisdiction in <br />which the character of its properties or the nature of <br />its business requires such qualification or <br />authorization; <br />(ii) that the Partnetship Guarantor will comply with the <br />requirements of all laws applicable to it; <br />(iii) that the Partnership Guarantor will keep its <br />properties in good repair, working order and <br />condition, will maintain such insurance with respect <br />to its properties and business as is carried generally <br />in accordance with sound business practice by <br />companies in similar businesses similarly situated, <br />and will cause its subsidiaries to do the same with <br />respect to their own properties; <br />(iv) that the Partnership Guarantor will keep complete and <br />accurate books and records, will permit the Bank <br />access to such books and records and will permit the <br />Bank to inspect the properties and operations of the <br />Partnership Guarantor and its subsidiaries; <br />(v) that the Partnership Guarantor will use its best <br />efforts to maintain adequate medical malpractice <br />liability insurance; <br />(vi) that the Guarantors and each of the subsidiaries of <br />the Partnership Guarantor will pay, when due, all <br />material taxes and assessments; <br />D-6 <br />