1. Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Brunswick, and hereby becomes jointly and severally liable with the Customer, for the prompt and complete payment, delivery and performance when due (whether at stated maturity, by acceleration or otherwise) of all indebtedness, liabilities and obligations of Customer to Brunswick, whether present or future, primary or secondary, absolute or contingent, direct or indirect, several, joint or joint and several, derived from or which arise under, out of, or in connection with the extension of credit to Customer, together with any credit or loan agreements, notes, and documents evidencing same, together with expenses, costs and attorneys' fees, incurred by Brunswick in connection with the enforcement of this Guaranty (collectively, the 'Guaranteed Obligations'). Guarantor agrees that Brunswick may extend the Guaranteed Obligations for any period whether or not longer than the original period of the Guaranteed Obligations without notice to Guarantor and without affecting Guarantor's liability hereunder. Guarantor hereby expressly agrees that Brunswick and Customer may from time to time amend or change the form and terms of the Guaranteed Obligations, or otherwise modify the terms of sale to Customer without giving notice of any such changes, modifications or amendments to Guarantor, and without in any way affecting Guarantor's liability hereunder.
2. This is a guaranty of payment and not of collection. Brunswick may have immediate recourse against Guarantor for full and immediate payment of the Guaranteed Obligations at any time when the Guaranteed Obligations, or any portion, has not been paid when due (whether by acceleration or otherwise) and Brunswick is not required to collect first from the Customer, any collateral or any other person liable for the Guaranteed Obligations. No delay or stay in any acceleration of the Guaranteed Obligations, as against the Customer, due to the application of any bankruptcy, insolvency or other law or proceeding shall be effective under this Guaranty and Guarantor agrees to pay immediately any amount of the Guaranteed Obligations that would be due and payable but for such delay or stay. The obligations of
Guarantor set forth in this Guaranty constitute full recourse obligations of Guarantor, enforceable against Guarantor to the full extent of Guarantor's assets and properties. Guarantor may not assign this Guaranty without Brunswick's prior written consent, which consent may be withheld in Brunswick's sole and absolute discretion.
3. If there is more than one Guarantor, the obligations under this Guaranty are joint and several. In addition, each Guarantor under this Guaranty shall be jointly and severally liable with any other guarantor of the Guaranteed Obligations. If Brunswick elects to enforce its rights against fewer than all Guarantors of the Guaranteed Obligations, that election does not release the Guarantor from its obligations under this Guaranty. The compromise or release of any of the obligations of any of the other Guarantors or the Customer shall not serve to waive, alter or release the Guarantor's obligations.
4. This Guaranty, and any agreement securing this Guaranty, shall continue to be effective, or shall be automatically reinstated, as the case may be, if at any time payment of all or any part of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by Brunswick upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Customer, or upon, or as a result of, the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Customer or any substantial part of the Customer's property, or for any other reason, all as though such payments had not been made. This Guaranty shall be and continue effective notwithstanding any inability or disability of any Customer to enter into or to incur the Guaranteed Obligations in whole or in part, and irrespective of the genuineness, validity, regularity and enforceability of the Guaranteed Obligations.
5. If Guarantor fails to pay any amount owing under this Guaranty, Brunswick shall have all of the rights and remedies provided by law. Guarantor is liable to Brunswick for all reasonable costs and expenses of any kind incurred in the collection of this Guaranty, including without limitation, reasonable attorneys' fees and court costs. These costs and expenses include without limitation any costs or expenses incurred by Brunswick in any bankruptcy, reorganization, insolvency or other similar proceeding.
6. The obligations of Guarantor hereunder may be secured by one or more security agreements, pledge agreements, mortgages, and deeds of trust or similar documents. Each payment to be made by the Guarantor under this Guaranty shall be made without withholding, set-off, counterclaim or defense.
7. The provisions of this Guaranty are for the benefit of Brunswick and its respective successors, transferees, endorsees and assigns. In the event all or any part of the Guaranteed Obligations are transferred, endorsed or otherwise assigned by Brunswick to any person or persons, any reference to 'Brunswick' herein shall be deemed to refer equally to such person or persons.
The Guarantor hereby waives diligence, demand, protest and notices of any kind whatsoever.
9. Guarantor agrees, at its expense and upon the written request of Brunswick, to do all such things and to execute and deliver to Brunswick, from time to time, any such additional instruments or documents reasonably considered necessary by Brunswick to cause this Guaranty to be, become or remain valid and effective in accordance with its terms.
10. As an original and independent obligation under this Guaranty, Guarantor shall, and hereby expressly and irrevocably covenants and agrees to (i) indemnify Brunswick against all costs, losses, expenses and liabilities of whatever kind resulting from the failure by Customer to make due and punctual payment of any of the Guaranteed Obligations or resulting from any of the Guaranteed Obligations being or becoming void, voidable, unenforceable or ineffective against Customer (including without limitation, all reasonable legal and other costs, charges and expenses incurred by Brunswick in connection with preserving or enforcing, or attempting to preserve or enforce, its rights under this Guaranty), and (ii) pay
on demand the full amount of such costs, losses, expenses and liabilities whether or not Brunswick has attempted to enforce any rights against Customer.
11. This Guaranty shall be binding upon the heirs, executors, administrators, legal representatives and permitted assigns of Guarantor, and the rights and privileges of Brunswick under this Guaranty shall inure to the benefit of its successors and assigns.
12. Any amendment of this Guaranty shall be in writing and shall require the signature of Guarantor and Brunswick. Any waiver or consent to departure from compliance with this Guaranty must be in writing and signed by Brunswick. No delay on the part of Brunswick in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy.
13. The invalidity or unenforceability of any provision of this Guaranty shall not affect the validity or enforceability of the remaining provisions of this Guaranty.
14. This Guaranty shall be construed in accordance with the laws of the State of Illinois (without giving effect to its conflicts of law rules).
15. ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT BRUNSWICK'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. GUARANTOR KNOWINGLY AND VOLUNTARILY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS GUARANTY OR THE GUARANTEED OBLIGATIONS.
16. The undersigned Guarantor, recognizing that his or her credit history may be a necessary factor in the evaluation of this Guaranty, hereby consents to and authorizes the use of a consumer credit report on the undersigned, by Brunswick, from time to time as may be needed, in the credit evaluation process.
This Guaranty is dated and effective as of the date Guarantor electronically signs and agrees to be bound by the terms hereof.