In consideration of the foregoing, the undersigned agrees:
1. Guaranty. The Guarantor unconditionally guarantees to the Company prompt and full payment of all of the Client’s present and future Obligations when they become due. The Guarantor’s liability hereunder is direct and unconditional and may be recorded after nonpayment by the Client, or, at the Company’s discretion, the Company may seek payment of the Obligations directly from the Guarantor without requiring the Company to resort to any other person or entity (including, without limitation, the Client) or to any other right, remedy or collateral.
2. Joint and Several Liability. The liability of the Guarantor under this Guaranty is joint and several with the Client. The Company may proceed against the Guarantor under this Guaranty without first proceeding against the Client, or any other person or any security held by the Company and without pursuing any other remedy. Unless expressly agreed to otherwise in writing, the Company’s rights under this Guaranty will not be altered or exhausted by any action by Company until all of the obligations have been paid, performed and satisfied in full.
3. Waiver of Indulgence. Guarantor waives notice of acceptance of this Guaranty and all presentment, demand, protest, notice of protest, and notices of default or dishonor of any of the Obligations. Any extension of time, release of liability, collateral granted, or other indulgence granted, by the Company to the Client will not release or affect the obligations of the Guarantor hereunder. Any act, omission, or delay, on the part of the Company in exercising any rights hereunder, or in taking any action to collect or enforce payment or performance of any of the Obligations, shall not be a waiver or release of any such right held by the Company hereunder. This Guaranty shall not be impaired by any bankruptcy, insolvency, arrangement assignment for the benefit of creditors, reorganization or other debtor relief proceedings under any federal or state law, whether now existing or hereafter enacted, with respect to the Client or the Guarantor or if for any other reason the Client has no legal obligation to discharge any of the Obligations.
4. Subordination of Rights. Guarantor covenants and agrees that any indebtedness of the Client to the Guarantor, whether arising from payments made by the Guarantor pursuant to this Guaranty or otherwise, is hereby subordinated to the Obligations and that after any default under the Consultation Agreement, Guarantor shall hold any funds received from the Client in trust for the Company to satisfy the Obligations. This subordination of the indebtedness and other obligations shall continue until all of the Obligations have been paid, performed and satisfied in full. Nothing in this Section shall prevent the Guarantor from enforcing and collecting any obligation owed to such Guarantor by the Client prior to a default under the Consultation Agreement or after the Obligations have been paid, performed and satisfied in full.
5. Default. The Company may declare the Guarantor in default under this Guaranty if the Guarantor fails to perform any of its obligations under this Guaranty, or, during the Term of the Consultation Agreement, becomes the subject of any bankruptcy, insolvency, assignment for the benefit of creditors, arrangement, reorganization, or other debtor relief proceeding under any federal or state law, whether now existing or hereafter enacted, which proceeding is not dismissed within forty-five (45) days of filing.
6. Delay; Cumulative Remedies. No delay or failure by the Company to exercise any right or remedy against the Client or the Guarantor will be construed as a waiver of that right or remedy. All remedies of the Company against the Client and Guarantor are cumulative.
7. Expenses of Collection. Guarantor shall pay to the Company on demand any and all reasonable expenses paid or incurred by the Company, including reasonable attorney fees and actual costs, in connection with the collection or enforcement of the Obligations or this Guaranty.
8. Interpretation and Binding Effect. If any provision of this Guaranty shall be held to be prohibited or invalid under applicable laws, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty. This guaranty shall be governed by and construed in accordance with the laws of the state of Michigan, shall take effect as a sealed instrument, shall be binding upon the Guarantor and the Guarantor’s heirs, executors, administrators, successors and assigns and shall inure to the benefit of the Company and its successors and assigns.
9. Disputes. The Guarantor agrees that any dispute or controversy arising out of this Guaranty shall be venued in the trial courts for the County of Ottawa, Michigan. If either Party must bring an action to enforce its rights under this Agreement, that Party shall be entitled to an award of costs and reasonable attorney fees.
10. Integration. This Guaranty sets forth the entire agreement between the Parties, and there is no verbal or other written agreement, and no understanding or custom affecting the terms hereof. This Guaranty can be modified only by a written instrument signed by the Parties.