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Continuing Unlimited Corporate Guaranty

This is an actual contract by Bogen Communications International.

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Sectors: Telecommunications
Governing Law: New Jersey, View New Jersey State Laws
Effective Date: February 06, 1997
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CONTINUING UNLIMITED CORPORATE GUARANTY


Date: February 6th, 1997


To: SUMMIT BANK (the "Lender")


For Valuable Consideration, and to induce Lender to loan money and/or extend credit in reliance hereon, the undersigned, hereby guarantees, unconditionally, the payment, when due, of each and every obligation, direct or contingent, now existing or hereafter arising, owing to Lender by BOGEN COMMUNICATIONS, INC., a corporation of the State of Delaware (the "Borrower").


This Guaranty shall be primary, absolute and unconditional and extend to and cover every extension or renewal of, and every obligation accepted in substitution for any obligation guaranteed hereby, and the undersigned shall be bound hereby irrespective of (i) the existence, value or condition of any collateral security Lender may at any time hold; (ii) the invalidity, irregularity or enforceability of any instrument, writing or arrangement relating to any such credit loan of money or financial accommodation or of the obligations thereunder; (iii) the inability or failure of Lender to fully establish or perfect its lien or security interest in any collateral pledged to it; (iv) any other circumstance that might constitute a defense to, or discharge of, the Borrower with respect to any of the obligations hereby guarantied, or the undersigned in regard to this Guaranty other than payment in full of the obligations guaranteed hereby; or (v) any present or future law or order of any government (whether of right or in fact) or of any agency thereof, purporting to reduce, amend or otherwise affect any obligation of the Borrower or to vary the terms of payment of the obligations of the Borrower hereby guaranteed.


Without limiting the generality of the foregoing, enforcement of this Guaranty shall not be contingent upon pursuit by the Lender of any remedies it may have against any other guarantor or the Borrower, whether pursuant to the terms of any loan documents or by law, and the Lender, in this regard, shall not be required to (i) institute any judicial action against Borrower, (ii) enforce any other remedy against Borrower, or (iii) take any action to realize upon any property or collateral assigned, pledged or otherwise available to Lender as security for performance of the obligations of Borrower.


The undersigned hereby waives (i) notice of acceptance of this Guaranty; (ii) presentment, demand, protest and notice of dishonor of any note or other obligation hereby guaranteed; and (iii) demand by Lender for observance or performance of, or enforcement by Lender of any terms or provisions of the loan documents evidencing the obligations of Borrower, or any terms or provisions of this Guaranty.


This Guaranty is a continuing guaranty and shall remain in force until revoked by notice in writing to Lender, and revocation hereof shall not prejudice Lender's claim hereunder with respect to any obligation arising prior to revocation.


The undersigned hereby consents and agrees that Lender may, without prejudice to any claim against the undersigned hereunder, at any time, or from time to time, in Lender's discretion, and without notice to the undersigned: (i) waive compliance with, or any defaults under, or grant any other indulgences with respect to the loan documents evidencing the obligations of the Borrower; (ii) modify, amend, or change any provisions of the loan documents evidencing the obligations of the Borrower; (iii) extend or change the time of payment, and the manner, place or terms of payment of any obligation hereby guaranteed; (iv) make advances for the purpose of performing any term or covenant pertaining to the obligations hereby guaranteed with respect to which the Borrower shall be in default; (v) assign or otherwise transfer the obligations hereby guaranteed, or any interest therein or herein; (vi) exchange, release, impair or surrender all or any collateral security which Lender may at any time hold in connection with any obligation hereby guaranteed; (vii) sell, and purchase, any such collateral at public or private sale or at any broker's board, crediting net proceeds upon any obligation secured thereby; (viii) release, discharge, settle or compromise with the Borrower, or with any other person primarily or secondarily liable with the Borrower, any obligation hereby guaranteed; or (ix) deal in all respects with the Borrower as if this Guaranty were not in effect.


The undersigned represents and warrants that (i) the undersigned is a corporation organized and existing and in good standing under the laws of the State of Delaware and under the laws of any other state wherein the business, properties or operations of the undersigned make it necessary to so qualify (ii) the undersigned has the full power, authority and legal right to enter into, execute and deliver this Guaranty; (iii) this Guaranty is a valid and binding legal obligation of the undersigned and is fully enforceable against the undersigned in accordance with its terms and, as of the date hereof, the undersigned has no defense to any action or proceeding that may be brought hereunder; (iv) the execution, delivery and performance by the undersigned of this Guaranty has be
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