Exhibit 7.7
UNCONDITIONAL GUARANTY AGREEMENT
In consideration of the Loan evidenced by the attached Note between
Xxxxxx Financial Corporation and Imagine Investments, Inc. dated November 24,
1998 in the original principal sum of $444,388.00, the undersigned
unconditionally guarantees the prompt payment of (i) the entire principal
balance of this Note, (ii) all accrued interest upon the principal balance
hereof, (iii) late fees and (iv) all attorneys' fees and costs and expenses of
collection incurred by Lender together with the costs and expenses of
maintaining and securing collateral pursuant to all documents and instruments
securing repayment of this Note, when due, whether by acceleration or otherwise
regardless of the genuineness, validity or enforceability of this Note. The
undersigned consents and agrees to be bound by all of the terms of this Note (as
the same may be extended or renewed). The undersigned waives all rights and
subrogation with respect to this Note or any collateral securing its payment and
all rights of recourse or indemnity until this Note and all other obligations of
Maker to Payee shall have been fully paid. If any payment made by Maker to Payee
later deemed to be a preference or otherwise required to be repaid or returned,
the amount of such return or repayment shall continue to be covered by this
Guaranty. THE UNDERSIGNED HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES
ANY RIGHT THE UNDERSIGNED MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN
EVIDENCED BY THIS NOTE OR ANY RELATED LOAN OR LENDING TRANSACTION OR ANY
AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION THEREWITH, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS
OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR PAYEE MAKING THE LOAN
EVIDENCED BY THIS NOTE. THE UNDERSIGNED AGREES THAT THIS GUARANTY SHALL BE AND
IS DEEMED TO BE INCORPORATED INTO AND MADE A PART OF THIS NOTE AS THOUGH A PART
THEREOF.
The liability of the undersigned shall in no way be affected by any
renewal or extension of time of payment of any instrument, indebtedness or
liability, or by any release or surrender of other security or collateral or
guaranty, or by delay in enforcement of payment of the principal or interest or
of any security in connection therewith, or by any other indulgence Lender may
grant Maker. Lender may employ Maker as collection agent for all purposes of
demanding and securing payment of any or all of the instruments or liability.
The undersigned hereby declares to and covenants with Lender, its
successors or assigns, that the undersigned has no defense whatever to any
action, suit or other proceedings, at law or otherwise, that may be instituted
under or on account of this Guaranty, including all questions as to the
validity, regularity or enforceability of the obligation of Maker.
Notwithstanding the death of the undersigned, this instrument shall be
binding on the estate of the decedent as to any obligation incurred either
before or after or extended after such death.
Lender shall not be bound to exhaust its recourse against or upon the
security or collateral it may hold or against any other person before being
entitled to payment from the undersigned or of the amount hereby guaranteed.
This Guaranty Agreement constitutes a guaranty of payment.
Lender is hereby authorized and empowered, at its option, to
appropriate and apply to the payment and extinguishment of the liability created
by the foregoing guaranty at any time
after such liability created by the foregoing guaranty at any time after such
liability shall become payable, any and all monies or other property of the
undersigned and the proceeds thereof (including safekeeping or pledge) for this
or any other liability of the undersigned, and including any balance on deposit
or otherwise for the account of, or to the credit of, or belonging to, any of
the undersigned.
Lender is hereby authorized and empowered, at its option, at any time
after the liability created by the foregoing guaranty becomes payable, to sell
assign and deliver any securities or property at any time given unto or left in
the possession or custody of Lender for any purpose (including safekeeping or
pledge) for this or any other liability of the undersigned or in which any of
the undersigned may have interest, at public or private sale, for cash, upon
credit, or for future delivery, all at the option of Lender or any of its
officers, without demand, advertisement, or notice, all of which are hereby
expressly waived.
Upon any sale or sales at public or private sale, above provided for,
Lender, its successors or assigns, may bid for and/or any part of such
securities or property free from any right of redemption, which is hereby waived
and released.
In case of any sale by Lender of any of said securities or property on
credit or for future delivery, the securities and property sold may be retained
by Lender until the selling price is paid by the purchaser and Lender shall
incur no liability in case of failure of the purchaser to take up and pay for
the securities or property so sold. In case of any such failure, the securities
or property may be again sold.
illegible /s/ J. Xxxxxx Xxxxxx
________________________________ ________________________________________
Witness J. Xxxxxx Xxxxxx
("Guarantor")
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