EXHIBIT 10.48
FORM OF
CONTINUING GUARANTY
The undersigned, _____________________________, an individual (herein
called "Guarantor"), at the solicitation of SYNTAX GROUPS CORPORATION, a
California corporation, and SYNTAX CORPORATION, a Nevada corporation (herein,
individually and collectively, called "Borrower"), requests PREFERRED BANK, a
California banking corporation (herein called "Lender"), to extend Credit to
Borrower. In order to induce Lender to extend Credit to Borrower, and in
consideration of Credit heretofore, now or hereafter granted to Borrower by
Xxxxxx, Xxxxxxxxx agrees as follows:
1. The term "Credit" is used throughout this Continuing Guaranty
("Guaranty") in its most comprehensive sense and means and includes, without
limitation, any and all loans, advances, debts, obligations and liabilities of
any kind or nature owed by Borrower to Lender, heretofore, now, or hereafter
made, incurred or created, arising from and/or evidenced by the Promissory Note
Variable Rate dated as of December 1, 2006, as amended, between Borrower and
Lender ("Note"), whether due or not due, absolute or contingent, liquidated or
unliquidated, determined or undetermined, secured or unsecured, whether on
original, renewed, extended or revised terms (including, without limitation,
those evidenced by new or additional instruments or agreements or those changing
the applicable rate of interest or which release any obligor with respect
thereto), whether principal, interest, fees, or expenses, whether Borrower may
be liable individually or jointly with others, whether recovery upon such
indebtedness may be or hereafter becomes barred by any statute of limitations,
and whether such indebtedness may be or hereafter becomes invalid or otherwise
unenforceable. In the event a petition under the United States Bankruptcy Code
is filed by or against Borrower, the term "Borrower" shall also mean and include
Borrower in its status as a debtor, debtor-in-possession and/or reorganized
debtor under the United States Bankruptcy Code.
2. (a) If there is more than a single entity or person included in the
terms "Guarantor" or "Borrower," respectively, each reference herein to such
terms shall mean any and all, and one or more of such entities and persons both
jointly and severally, and (b) if more than one person or entity executes this
Guaranty, the obligations and liabilities hereunder of Guarantors are and shall
be both joint and several. If Borrower is a corporation, partnership, limited
liability company or association, each reference herein to the term "Borrower"
shall include any successor entity to Borrower. if there is more than one
guaranty of the obligations of Borrower, the liabilities of all Guarantors are
joint and several. As used in this Guaranty, neuter terms include the masculine
and feminine, and vice versa.
3. Guarantor's liability hereunder shall be limited to Two Million Dollars
($2,000,000.00). In addition to any liability hereunder, Xxxxxxxxx agrees to
bear and be liable to Lender for the interest and expenses enumerated in
paragraph 21 hereof. Notwithstanding the foregoing, Lender, at its discretion,
may allow Credit to exceed Guarantor's maximum liability hereunder. Any payment
by Guarantor shall not reduce the maximum obligation of Guarantor hereunder
unless written notice to that effect is actually received by Xxxxxx at or prior
to the time of such payment. Any payment received by Lender from Borrower, from
any other person or from proceeds of collateral granted by Borrower or any other
person shall not reduce Guarantor's maximum liability hereunder.
4. Subject to any maximum dollar limitation on Guarantor's liability as
may be specified in this Guaranty. Guarantor unconditionally guarantees and
agrees to pay to Xxxxxx, on demand, in lawful money of the United States of
America, an amount equal to the amount of the Credit, and to otherwise perform
any obligations of Borrower undertaken pursuant to any Credit. This Guaranty is
a guaranty of payment and not of collection. No payment received by Lender from
Borrower or any other person or from proceeds of collateral granted by Borrower
or any other person shall reduce Guarantor's maximum liability hereunder.
5. Either before or after revocation hereof, Guarantor authorizes Lender
at its sole discretion, with or without notice, and without affecting
Guarantor's continuing liability hereunder, from time to time to (a) change the
time or manner of payment of any Credit by modification, renewal, extension,
acceleration or otherwise, (b) amend or change any other provision of any Credit
including the rate of interest thereon, (c) accept partial payment on any
Credit, (d) accept new or additional instruments, agreements or documents
relative to any Credit, (e) release, substitute or add one or more endorsers,
cosigners or guarantors for any Credit, (f) enter into forbearances with
Borrower even though the result of such forbearance is to increase the amount of
accrued and unpaid interest, cost, fees and/or expenses attributable to the
Credit, (g) amend or modify the terms of any guaranty executed by a
co-guarantor, including the maximum liability thereunder, (h) obtain collateral
for the payment of any Credit and/or any guaranty thereof, (i) waive, release,
exchange, substitute, or modify, in whole or in part, existing, after-acquired
or later acquired collateral securing payment of the Credit or any guaranty
therefor on such terms as Lender at its sole discretion shall determine, (j)
subordinate payment of all or any part of the Credit to other creditors of
Borrower or other persons on such terms as Lender deems appropriate, (k) apply
any sums received from Borrower, any other guarantor, endorser or cosigner or
from the sale or collection of collateral or its proceeds to any indebtedness
whatsoever in any order and regardless of whether or not such indebtedness
is-guaranteed hereby, is secured by collateral, or is due and payable, (l)
without limiting the foregoing, apply any sums received from Guarantor or from
the sale of collateral granted by Guarantor to any, all, or any portion of the
Credit in any order regardless of whether or not the Credit is secured by
collateral or is due and payable, and (m) exercise any right or remedy it may
have with respect to any Credit or any collateral securing any Credit, this
Guaranty or any other guaranty, including, without limitation, bidding and
purchasing at any sale of any such collateral, and compromising, collecting or
otherwise liquidating any collateral or any Credit.
6. Guarantor acknowledges that Guarantor may have certain rights under
applicable law which, if not waived by Guarantor, might provide Guarantor with
defenses against Guarantors' liability under this Guaranty. Among those rights,
are certain rights of subrogation, reimbursement, indemnification and
contribution, and rights provided in sections 2787 to 2855, inclusive, of the
California Civil Code. Guarantor waives all of Guarantor's rights of
subrogation, reimbursement, indemnification, and contribution, and any other
rights and defenses that are or may become available to Guarantor by reason of
any or all of California Civil Code sections 2787 to 2855, inclusive, including,
without limitation, Guarantor's rights:
(a) To require Lender to notify Guarantor of any default by
Borrower, provide Guarantor with notice of any sale or other disposition of
security for any Credit, disclose information with respect to the Credit,
Borrower, or any other guarantor, co-signer or endorser, or with respect to any
collateral:
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(b) That Guarantor's obligation under this Guaranty must be
commensurate with that of Borrower;
(c) To be discharged based upon the absence of any liability of
Borrower, at any time, by virtue of operation of law. or otherwise, or due to
any other disability or defense of Borrower or any other guarantor, endorser or
co-signer
(d) To be discharged if any of the terms, conditions or provisions
of the Credit are altered in any respect;
(e) To be discharged upon acceptance by Lender of anything in
partial satisfaction of the Credit, and/or if Lender designates the portion of
the Credit to be satisfied;
(f) To be discharged upon any modification of the Credit or the
release by Lender of Borrower or any other guarantor, endorser or co-signer;
(g) To require Lender to proceed against Borrower, or any other
guarantor, endorser, co-signer, or other person, or to pursue or refrain from
pursuing any other remedy in Xxxxxx's power;
(h) To receive the benefit of or participate in any and all security
for repayment and/or performance of the Credit;
(i) To have any security for the Credit first applied to satisfy or
discharge the Credit;
(j) That any arbitration award rendered against Borrower not
constitute an award against Guarantor;
(k) To be discharged based upon any failure by Lender to perfect or
continue perfection of any lien, use due diligence to collect all or any part of
any Credit, or if recovery against Borrower becomes barred by any statute of
limitations, or if Borrower is not liable for any deficiency after Xxxxxx
realizes upon any collateral; and
(l) To be discharged due to the release or discharge of any
collateral for any Credit or guaranty, or relating to the validity, value or
enforceability of any collateral.
7. Guarantor also waives all rights and defenses that Guarantor may have
because the Borrower's debt is secured by real property. This means, among other
things: (1) Lender may collect from Guarantor without first foreclosing on any
real or personal property collateral pledged or assigned by Borrower; (2) If
Lender forecloses on any real property collateral pledged by the Borrower: (A)
The amount of the debt may be reduced only by the price for which that
collateral is sold at the foreclosure sale, even if the collateral is worth more
than the sale price, (B) Lender may collect from Guarantor even if Lender, by
foreclosing on the real property collateral, has destroyed any right Guarantor
may have to collect from Borrower. This is an unconditional and irrevocable
waiver of any rights and defenses Guarantor may have because Xxxxxxxx's debt is
secured by real property. These rights and defenses include, but are not
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limited to any rights or defenses directly or indirectly based upon Section
580a, 580b, 580d, or 726 of the California Code of Civil Procedure.
8. Guarantor also waives all rights and defenses arising out of an
election of remedies by Xxxxxx, even though that election of remedies, such as a
nonjudicial foreclosure with respect to security for a guaranteed obligation,
has destroyed Guarantor's rights of subrogation and reimbursement against the
principal by the operation of Section 580d of the California Code of Civil
Procedure or otherwise.
9. Guarantor waives all presentments, demands for performance, notices of
nonperformance, protests, notices of protest, notices of dishonor, notices of
acceptance, notices of the existence, creation or increase of any new or
additional credit, notice of sale in regard to judicial or non-judicial
foreclosure of real or personal property collateral and all other notices and
demands of any kind or nature whatsoever except as expressly set forth herein.
10. Notwithstanding any foreclosure of the lien of any security
agreements, deeds of trust, mortgages or other security instruments, with
respect to the Credit or any other guaranty, whether by the exercise of the
power of sale contained therein, by any action for judicial foreclosure, or by
any acceptance of a deed or other transfer in lieu of foreclosure, whether or
not such method of foreclosure or transfer in lieu of foreclosure was for a
consideration equal to or greater than the fair market value of the security
property, Guarantor shall remain bound under this Guaranty for the obligations
of Borrower to Lender and shall be liable to Lender for any and all of the
Credit remaining unpaid after any such foreclosure.
11. Guarantor represents and warrants to Lender that: (a) Lender has made
no representation to Guarantor in regard to Borrower, the Credit or any matters
pertaining thereto, upon which Guarantor is relying in giving this Guaranty; and
(b) Guarantor has established adequate means and assumes the responsibility for
being and keeping informed of the financial condition of Borrower and of all
other circumstances bearing upon the risk of nonpayment of the credit which
diligent inquiry would reveal, and Lender shall have no duty to advise Guarantor
of information known to Lender regarding such condition or any such
circumstance.
12. In addition to all liens upon and rights of setoff against the money,
securities or other property of Guarantor given to Lender by law or otherwise as
security for this Guaranty, Guarantor hereby pledges to Lender and grants to
Lender a security interest in, and Lender shall have a right of setoff against,
all money, securities and other property of Guarantor now or hereafter in the
possession of or on deposit with Xxxxxx, whether held in a general or special
account or deposit or for safekeeping or otherwise; and each such security
interest or right of setoff may be exercised without demand upon, or notice to,
Guarantor. No action or lack of action by Lender with respect to any security
interest or right of setoff or otherwise shall be deemed a waiver thereof, and
every right of setoff or security interest or otherwise shall continue in full
force and effect until specifically released by Xxxxxx in writing. The security
interests created hereby shall secure all of Guarantor's obligations to Lender
under this Guaranty or any subsequent guaranty executed by Guarantor.
13. Any and all indebtedness of Borrower now or hereafter owed to
Guarantor and all claims of Guarantor against Xxxxxxxx, whenever arising, are
hereby subordinated to the Credit
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and assigned to Lender as additional collateral. If Lender so requests, any note
or other instrument evidencing such indebtedness and all claims of Guarantor
against Borrower shall be delivered to Lender, and such indebtedness and all
claims of Guarantor against Borrower shall be collected, enforced and received
by Guarantor as trustee for Lender and be paid over to Lender on account of the
Credit but without reducing or affecting in any manner the liability of
Guarantor hereunder. Should Guarantor fail to collect proceeds of debt owed to
it by Xxxxxxxx and pay the proceeds to Lender, Xxxxxx, as Guarantor's
attorney-in-fact may do such acts and sign such documents in Guarantor's name as
Xxxxxx considers necessary, at its discretion, to effect such collection, and
Guarantor hereby irrevocably appoints Lender as Guarantor's attorney-in-fact for
such purposes. If Borrower is a corporation, limited liability company or
partnership, Guarantor will not withdraw or accept, without Xxxxxx's prior
written consent, any return of any capital invested or equity interest in
Borrower.
14. Guarantor agrees that to the extent Borrower makes a payment or
payments or is credited for any payment or payments made for the account of or
on behalf of Borrower to Lender, which payment or payments, or any part thereof,
are subsequently invalidated, determined to be fraudulent or preferential,
voided, set aside and/or required to be repaid to any trustee, receiver,
assignee or any other party whether under any Bankruptcy, State or Federal Law,
common law or equitable cause or otherwise, then to the extent thereof, the
obligation or part thereof intended to be satisfied thereby, together with the
guaranty thereof hereunder, shall be revived, reinstated and continued in full
force and effect as if said payment or payments had not originally been made by
or for the account of or on behalf of Xxxxxxxx.
15. Guarantor agrees that to the extent Guarantor makes a payment or
payments or is credited for any payment or payments made for the account of or
on behalf of Guarantor to Lender, which payment or payments, or any part
thereof, are subsequently invalidated, determined to be fraudulent or
preferential, voided, set aside and/or required to be repaid to any trustee,
receiver, assignee or any other party whether under any Bankruptcy, State or
Federal Law, common law or equitable cause or otherwise, then to the extent
thereof, the obligation or part thereof intended to be satisfied thereby, shall
be revived, reinstated and continued in full force and effect as if said payment
or payments had not originally been made by or for the account of or on behalf
of Guarantor.
16. Guarantor's obligations hereunder are not contingent upon and are
independent of the obligations of Borrower, or any other guarantor or surety of
the Credit. This Guaranty is not made in consideration of the liability of any
other guarantor or surety of the Credit. The release or death of any guarantor
of the Credit or the revocation of any guaranty shall not release or otherwise
affect the liability of any other non-revoking guarantor. A separate action or
actions may be brought and prosecuted against Guarantor whether action is
brought against Borrower or any other guarantor or whether Borrower or any other
guarantor be joined in any such action or actions.
17. To the maximum extent permitted by law, Guarantor specifically waives
the benefit of the statute of limitations affecting its liability hereunder or
the enforcement hereof, or the collection of any Credit, including, without
limiting the foregoing, any and all special statutes of limitations arising out
of California Code of Civil Procedure sections 580a or 726(b). Any
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partial payment by Borrower which operates to toll any statute of limitations as
to Borrower shall likewise toll the statute of limitations as to Guarantor.
18. Any married person who signs this Guaranty expressly agrees that
recourse may be had against his/her separate property as well as all community
property over which that person has a power of management and control, for all
of his/her obligations hereunder.
19. Should any one or more provisions of this Guaranty be determined to be
illegal or unenforceable, all other provisions shall remain effective.
20. Lender may, with or without notice, assign this Guaranty in whole or
in part. This Guaranty shall inure to the benefit of Lender, its successors and
assigns, and shall bind Guarantor and Guarantor's heirs, executors,
administrators, representatives, successors and assigns.
21. Guarantor agrees to pay to Lender, on demand, reasonable attorneys'
fees and all other costs and expenses which may be incurred by Xxxxxx in the
collection or attempted collection from Borrower of any Credit and/or in the
interpretation, enforcement or attempted enforcement by Lender of this Guaranty
or any collateral therefor, including, but not limited to, proceedings in any
bankruptcy or other insolvency case or other proceedings touching the Credit or
this Guaranty, or both, in any manner, whether or not legal proceedings or suit
are instituted, together with interest thereon at the rate applicable to the
Credit and including, without limitation, all attorneys' fees and related costs
of enforcement of any and all judgments and awards and upon any appeal relating
thereto.
22. Guarantor warrants and represents to Lender that:
(a) All financial statements and other financial information
furnished or to be furnished to Lender by Guarantor are or will be true and
correct and do and will fairly represent the financial condition of Guarantor
(including all contingent liabilities) as of the dates thereof; and
(b) There has been no material adverse change in Guarantor's
financial condition since the dates of the financial statements and other
information furnished to Lender, except as previously disclosed to Lender in
writing.
23. Lender may declare Guarantor in default under this Guaranty upon the
occurrence of any of the following events:
(a) Guarantor fails to pay or perform any of Guarantor's obligations
under this Guaranty; or
(b) Any representation or warranty made or given by Guarantor to
Lender proves to be false or misleading in any material respect; or
(c) A petition or action for relief shall be filed by or against
Guarantor, pursuant to the Federal Bankruptcy Code (Title 11, U.S. Codes) in
effect from time to time, or under any other law relating to bankruptcy,
insolvency, reorganization, moratorium, creditor
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composition, arrangement or other relief from debts; the appointment of a
receiver, trustee, custodian. or liquidator of or for any property of Guarantor;
or upon the death, incapacity, insolvency, dissolution, or termination of the
business of Guarantor; or
(d) Guarantor revokes or attempts to revoke this Guaranty.
24. If Borrower is a corporation, limited liability company or
partnership, Lender need not inquire into the power of Borrower or the authority
of its officers, directors, partners, agents, members or managers acting or
purporting to act in its behalf, and any Credit granted in reliance upon the
purported exercise of such power or authority is guaranteed hereunder.
25. Receipt of a true copy of this Guaranty is hereby acknowledged by each
Guarantor. Guarantor understands and agrees that Xxxxxx's acceptance of this
Guaranty shall not constitute a commitment of any nature whatsoever by Lender to
extend, renew or hereafter extend credit to Borrower. Guarantor agrees that this
Guaranty shall be effective with or without notice from Lender of its acceptance
of this Guaranty.
26. If Guarantor has executed more than one Guaranty of any or all
indebtedness of Borrower owed to Lender, any limits of liability thereunder and
hereunder shall be cumulative, and a subsequent guaranty executed by Guarantor
shall not supersede or replace this Guaranty unless such subsequent guaranty so
provides.
27. GUARANTOR WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING INSTITUTED BY XXXXXX OR GUARANTOR WHICH PERTAINS DIRECTLY OR
INDIRECTLY TO THIS GUARANTY, THE CREDIT, THE COLLATERAL THEREFOR OR ANY MATTER
ARISING THEREFROM OR RELATING HERETO OR THERETO.
28. Guarantor waives all rights to interpose any setoffs or counterclaims
of any nature in any action or proceeding instituted by Lender with respect to
this Guaranty, the collateral therefor, or any matter arising therefrom or
relating thereto and the posting of any bond which may otherwise be required,
and waives any and all benefits of cross-demands pursuant to section 431.70 of
the California Code of Civil Procedure.
29. Guarantor hereby irrevocably submits and consents to the jurisdiction
of any federal or state court of competent jurisdiction within California in
connection with any action or proceeding arising out of or relating to this
Guaranty. In any such litigation, Guarantor consents to service of process by
any means authorized by California or federal law or as otherwise agreed in
writing between Lender and Guarantor.
30. All rights, remedies, powers and benefits granted to Lender under this
Guaranty, the Credit, any oral or other written agreement or applicable law
whether expressly granted or implied in law or otherwise, are cumulative and not
exclusive, and are enforceable alternatively, successively, or concurrently on
any one or more occasions at Xxxxxx's discretion.
31. Lender shall not, by any act, delay, omission or otherwise be deemed
to have expressly or impliedly waived any security interest granted to Lender
hereunder or Xxxxxx's rights, powers and/or remedies hereunder (including any
right of setoff) unless such waiver shall
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be in writing and signed by an authorized officer of Lender. Any such waiver
shall be enforceable only to the extent specifically set forth therein. A waiver
by Lender of any default, right, power and/or remedy on any one occasion shall
not be construed as a bar to or waiver of any such default, right, power and/or
remedy which Lender would otherwise have on any future occasion whether similar
in kind or otherwise. Any failure by Lender to file or enforce a claim against
the estate (whether in administration, bankruptcy, probate or other proceeding)
of Borrower or of any others, shall not affect Guarantor's liability hereunder.
32. Neither this Guaranty nor any related agreement, document or
instrument nor any provision hereof or thereof shall be amended, modified or
discharged orally or by course of conduct, but only by a written agreement
signed by an authorized officer of Lender expressly referring to this Guaranty
and to the provisions so amended, modified or discharged.
33. Xxxxxx's books and records showing the account(s) between Xxxxxx and
Xxxxxxxx shall be admissible in evidence in any action or proceeding as prima
facie proof of the items set forth therein. Xxxxxx's statements rendered to
Borrower, to the extent to which no objection is made within thirty (30) days
after date thereof, shall be deemed conclusively correct and constitute an
account stated absent manifest error, which shall be binding on Guarantor
whether or not Guarantor receives a copy of any such statement or notice
thereof.
34. This is a continuing guaranty of the Credit, including those arising
after any repayment and reborrowing and under any successive and future
transactions which may increase, renew or continue the original Credit.
Revocation of this Guaranty, if permitted by applicable law, shall be effective
only upon the close of the next business day after written notice thereof is
received by an officer of Lender by certified or registered mail, return receipt
requested at 000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx
00000, or at any other office of Lender designated in a written notice mailed by
Lender to Guarantor at its address set forth below. Any such revocation shall be
effective only as to the revoking party and shall not affect that party's
obligations with respect to Credit existing before the revocation became
effective or as to any renewals, extensions or modifications of any Credit,
whether such renewal, extension or modification is made prior to or after
revocation, including those evidenced by a new or additional instrument or
agreement or which change the rate of interest on any Credit, or for
post-revocation interest and collection expenses accruing or incurred by Lender
with respect thereto. Notwithstanding any revocation hereof, this Guaranty shall
not be terminated until Lender has received indefeasible payment in full of all
Credit which is guaranteed hereby and, in regard to which Credit, Lender no
longer has an outstanding commitment to lend. Credit existing before revocation
becomes effective shall be deemed to include, without limitation, all Credit or
advances which Xxxxxx has committed to make to Borrower in reliance upon this
Guaranty, even though the amount of such Credit or advances has not been
advanced as of the effective date of revocation, and even though Lender may have
defenses or defaults which would relieve it of such commitment, if asserted.
35. The provisions of this Guaranty shall be construed and interpreted and
all rights and obligations hereunder determined in accordance with the laws of
the State of California.
36. GUARANTOR ACKNOWLEDGES THAT LENDER HAS OR MAY [N THE FUTURE EXTEND
CREDIT TO BORROWER IN RELIANCE ON GUARANTOR'S
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UNCONDITIONAL PROMISE TO REPAY ANY AND ALL CREDIT AND XXXXXX IS RELYING ON THE
WAIVERS, WARRANTIES AND PROMISES MADE BY GUARANTOR IN THIS GUARANTY. XXXXXXXXX
AGREES THAT EACH OF THE WAIVERS, WARRANTIES AND PROMISES SET FORTH IN THIS
GUARANTY ARE MADE WITH GUARANTOR'S UNDERSTANDING OF THEIR SIGNIFICANCE AND
CONSEQUENCES AND THAT THEY ARE REASONABLE. IF ANY WAIVERS, WARRANTIES AND
PROMISES ARE DETERMINED TO BE CONTRARY TO ANY APPLICABLE LAW OR PUBLIC POLICY,
SUCH WAIVERS, WARRANTIES AND PROMISES SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT
PERMITTED BY LAW. BEFORE SIGNING THE GUARANTY, XXXXXXXXX HAS EITHER SOUGHT THE
ADVICE OF COUNSEL TO EXPLAIN THE WAIVERS OF ITS RIGHTS AND DEFENSES AS STATED
HEREIN AND THE EFFECT THEREOF, OR HAS HAD THE OPPORTUNITY TO SEEK SUCH COUNSEL,
AND IN ANY EVENT, INTENDS THIS GUARANTY TO BE AS UNRESTRICTED AS POSSIBLE.
GUARANTOR THEREFORE HAS CONSCIOUSLY AND INTENTIONALLY WAIVED ALL DEFENSES OF
GUARANTOR AND RIGHTS WHICH COULD EXONERATE GUARANTOR HEREUNDER TO THE FULL
EXTENT PERMITTED BY THE LAWS OF THE STATE OF CALIFORNIA, WHETHER OR NOT EACH AND
EVERY DEFENSE, RIGHT OR WAIVER IS EXPLAINED OR DESCRIBED [N DETAIL IN THIS
GUARANTY.
37. GUARANTOR ACKNOWLEDGES THAT NEITHER XXXXXX NOR ANY OF XXXXXX'S
OFFICERS OR EMPLOYEES HAVE MADE ANY PROMISE OR REPRESENTATION, NOT INCORPORATED
HEREIN, WHETHER ORAL, WRITTEN OR IMPLIED, TO CAUSE GUARANTOR TO SIGN THIS
GUARANTY. GUARANTOR IS NOT SIGNING THIS GUARANTY IN RELIANCE ON ANY PROMISE,
CONDITION OR THE ANTICIPATION OF THE OCCURRENCE OF ANY EVENT, AND THERE ARE NO
ORAL UNDERSTANDINGS, STATEMENTS OR AGREEMENTS WHICH HAVE NOT BEEN INCLUDED IN
THIS GUARANTY. GUARANTOR UNDERSTANDS THAT XXXXXX HAS THE RIGHT TO ENFORCE
PAYMENT OF THE CREDIT AGAINST BORROWER OR GUARANTOR IN ANY ORDER AND LENDER IS
NOT OBLIGATED TO OBTAIN ANY OTHER OR ADDITIONAL GUARANTORS OF THE CREDIT OR TO
TAKE ANY OTHER COURSE OF ACTION
38. This Guaranty constitutes the entire agreement between the parties
with respect to the subject matter of this Guaranty, and any and all previous or
contemporaneous correspondence, statements, or agreements by or between the
parties hereto with respect to the subject matter of this Guaranty (but not
previous or other guarantees given to Lender by Guarantor) are superseded
hereby. This Guaranty may be modified only by a written instrument signed by the
parties hereto.
39. Upon request by Xxxxxx, Xxxxxxxxx agrees promptly (and in any event
within 30 days of such request), to provide Lender with such financial
statements of Guarantor and other information regarding Guarantor's financial
condition (including, without limitation copies of filed tax returns, including
all schedules thereto) as Lender may from time to time request.
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IN WITNESS WHEREOF, the Guarantor has executed this Continuing Guaranty as
of the 1st day of December 2006.
GUARANTOR:
____________________________________
[NAME],
an individual
Social Security No.:
Address:
Telephone (___) ______-_____________
(ALL SIGNATURES MUST BE ACKNOWLEDGED)
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