GUARANTY AGREEMENT (Donna M. Levy)
(Xxxxx
X. Xxxx)
The
undersigned hereby request Xxx Xxxxxx and Xxxx Xxxxx (hereinafter referred
to as
the "Lender") to give credit to AGU
Entertainment Corp. (“AGU”), a Delaware corporation, (hereinafter referred to as
"Borrower"), as the Borrower may desire and Lender may grant, and in
consideration of any credit given, the undersigned (jointly and severally,
if
more than one) hereby absolutely and unconditionally guarantee prompt payment
when due and at all times thereafter of any and all “indebtedness”.
For
purposes hereof, the term “indebtedness” shall be LIMITED TO AND SHALL mean any
and all (a) sums due under Section 1(b) of the Settlement Agreement between
these parties of even date herewith, and (b) attorneys' fees (including but
not
limited to trial and appellate attorneys' fees), costs and expenses of
collection incurred by Lender in connection with any matter covered by this
guaranty.
The
undersigned waive notice of the acceptance of this guaranty and of any and
all
such indebtedness and liability, renewals, extensions and modifications thereof
at any time. The undersigned hereby waive presentment, protest, notice, demand
or action on delinquency in respect of any such indebtedness.
This
guaranty is made and shall continue without regard to collateral or security
or
guaranties of other obligors, if any, or to the validity or effectiveness
of any
and all claims thereof, and any and all such collateral and security and
guaranties of other obligors, if any, may from time to time without notice
to or
consent of the undersigned be sold, released, surrendered, exchanged, settled,
compromised, waived, subordinated or modified, with or without consideration,
on
such terms or conditions as may be acceptable to Lender, without in any manner
affecting or impairing the liability of the undersigned.
The
liability of the undersigned on this guaranty shall be direct and immediate
and
not conditional or contingent upon the pursuit by Lender of whatever remedies
it
may have against Borrower or the successors, personal representatives or
assigns
of Borrower, or any other guarantor, or the securities or liens it may possess.
This guaranty shall be construed as being, and is in fact intended to be,
a
continuing guaranty of the payment of any and all notes, checks, drafts and
other debts or liabilities either made, endorsed or contracted by Borrower,
or
any successor of Borrower, prior to receipt by Lender of written notice of
the
revocation of this guaranty by one or more of the undersigned. Notwithstanding
receipt by the Lender of such notice of revocation, (a) the liability of
the
guarantor so revoking shall continue as to obligations incurred or contracted
by
Borrower or successor of Borrower prior to such revocation (including all
obligations of the Loan Documents), and (b) this guaranty shall nevertheless
continue in full force and effect as to all of the other undersigned guarantors
and all other guarantors of the obligations of Borrower, not only as to the
then
existing obligations but also as to obligations of Borrower or any successor
of
Borrower to Lender which may thereafter be incurred or arise.
The
undersigned shall not be discharged in any way hereunder on the ground that
any
or all such obligations of Borrower may be void or voidable in respect to
Borrower because of the absence of authority of any agent, or, of any officer
partner, member or other party purporting to act on behalf of Borrower, or
because of the want of capacity on the part of Borrower to incur such
obligations, whether such incapacity results from infancy, coverture, lack
of
corporate power, mental condition or any other cause whatsoever. No action
taken
by Lender to enforce the liability of or the acceptance of anything of value
in
payment or satisfaction of liability or the complete or partial release of
the
liability of any one or more of the undersigned or any other guarantor shall
release or impair the liability of the remaining undersigned or any other
guarantor.
This
Guaranty shall be governed in all respects by the laws of the State of Florida
without regard to principles of conflicts of law, except to the extent that
the
Lender elects the benefit of any applicable Federal preemption laws. The
undersigned, in order to induce the Lender to accept this guaranty, and for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, agrees that all actions or proceedings arising directly,
indirectly or otherwise in connection with, out of, related to or from this
guaranty or any of the other documents which evidence or secure the obligations
guaranteed hereby, shall be litigated, in the Lender's sole discretion and
at
the Lender's sole election, only in courts having a situs within or whose
jurisdiction includes Palm Beach County, Florida. For the purpose of the
foregoing, the undersigned hereby consents and submits to the jurisdiction
of
any local, state or federal court located within or whose jurisdiction includes
Palm Beach County, Florida.
This
guaranty shall be binding upon the undersigned and their respective heirs,
personal representatives, successors and assigns, and shall inure to Lender,
its
successors and assigns.
THE
UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE LENDER EACH HEREBY WAIVE (1)
ALL
RIGHTS TO RELY ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO,
CONTEMPORANEOUSLY WITH OR SUBSEQUENT TO THE SIGNING OF THIS GUARANTY AGREEMENT;
AND (2) THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY
LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY, OR
WITH
RESPECT TO DEALINGS BETWEEN THE LENDER AND THE UNDERSIGNED CONCERNING ANY
COURSE
OF CONDUCT, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER TO PROVIDE CREDIT
TO THE
BORROWER.
IN
WITNESS WHEREOF, the undersigned has duly executed this guaranty as of this
___
day of January, 2006.
Signed
in
the presence of:
|
Signature of
witness:
|
Print
Name: XXXXX X. XXXX
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|
Name
of
witness:
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| STATE OF FLORIDA | } | |||
| } | ss: | |||
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COUNTY
OF
BROWARD
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} | |||
The
foregoing instrument was acknowledged before me this
day
of ______________, 2004, by XXXXX X. XXXX, who is personally known to me or
who
has produced ______________ as
identification.
