EQUIPMENT LEASE GUARANTY
LESSOR: QUAIL AMERICAN CORP.
LEASE NO. CPL5IO1
DATE OF LEASE: 10/25/95
This Guaranty Agreement made and entered into this 25TH day of OCTOBER,
1995 by XXXXXX XXXX (hereinafter referred to collectively as "Guarantor"), in
favor of QUAIL AMERICAN CORP. (hereinafter referred to as "Lessor").
WHEREAS, it is contemplated that Lessor may enter into a lease and/or other
related agreements (hereinafter collectively "Lease") with PACIFIC TRIM & XXXX,
INC. AND TAG-IT, INC. AS CO-LESSEES (hereinafter collectively "Lessee"); and,
WHEREAS, Guarantor has an interest, financial or otherwise, in Lessee, and
it is to the benefit of Guarantor that Lessor enter into the Lease with Lessee,
and Guarantor has read the proposed Lease in full and finds the terms of said
Lease acceptable, and in recognition that Lessor would be unwilling to enter
into the Lease without the Guaranty hereinafter set forth, and in recognition of
Lessor's reliance upon the Guaranty in entering into the Lease;
NOW, THEREFORE, in order to induce Lessor to enter into the Lease,
Guarantor, jointly and severally, unconditionally guaranties the faithful and
full performance by Lessee of all terms and conditions of the Lease. In the
event of default by Lessee, or failure to faithfully perform any of the terms
or conditions required of Lessee under the Lease, or in the event of failure of
Lessee to make any or all payments of money required of it under the Lease,
Guarantor unconditionally promises to pay to Lessor, in lawful money of the
United States, all sums at any time due and unpaid under the Lease, plus costs
of collection, including reasonably attorney fees with or without trial, and
upon appeal and review.
The obligations of Guarantor hereunder are joint and several and are
independent of the obligations of Lessee under the Lease, and a separate action
or actions may be brought against Guarantor, whether action is brought against
Lessee or whether Lessee be joined in any action or actions, the liability of
Guarantor hereunder being primary. Guarantor hereby waives the benefit of any
suretyship defenses affecting its liability hereunder or the enforcement hereof.
Guarantor authorized Lessor, without notice or demand, and without
affecting Guarantor's liability hereunder, from time to time to renew, extend,
accelerate, or otherwise change the payment terms or other terms of the Lease or
any part thereof. Lessor may, without notice, assign this Guaranty in whole or
in part.
Guarantor hereby waives any right to require Lessor to: (a) proceed against
Lessee; (b) proceed against or exhaust any security held by Lessor; or (c)
pursue any other remedy in Lessor's power. Guarantor waives any defense arising
by reason of any defense of Lessee, or by reason of the cessation, from any
cause whatsoever, of the liability of Lessee under the Lease. Guarantor waives
any and all demands for performance, notices of nonperformance or default, and
notices of cancellation or forfeiture. Lessor may apply all proceeds received
from Lessee or others to such part of Lessee's indebtedness as Lessor may deem
appropriate without consulting Guarantor and without prejudice to or in any way
limiting or lessening the liability of Guarantor under this Guaranty.
If Lessee is a corporation, the undersigned warrant and represent that they
are stockholders, directors or officers and/or are financially or otherwise
interested in Lessee, and, if married, their marital communities are so
interested.
This Guaranty shall not be affected or discharged by the death or the
undersigned, but shall bind Guarantor's heirs and personal representatives, and
shall inure to the benefit of any successors or assigns of Lessor.
This instrument constitutes the entire agreement between Lessor and
Guarantor. No oral or written representation not contained herein shall in any
way affect this Guaranty, which shall not be modified except by the parties in
writing. Waiver by Lessor of any provision hereof in one instance shall not
constitute a waiver as to any other instance.
IMPORTANT: THIS AGREEMENT CREATES SPECIFIC LEGAL OBLIGATIONS. DO NOT SIGN IT
UNTIL YOU HAVE FULLY READ IT. BY SIGNING YOU COMPLETELY AGREE TO ITS TERMS.
IN WITNESS WHEREOF, the undersigned Guarantor(s) has/have executed this Guaranty
this 25TH day of OCTOBER 1995.
GUARANTOR: GUARANTOR:
/s/ Xxxxxx Xxxx
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NAME: XXXXXX XXXX NAME:
00000 XXXXX XX
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Home Xxxxxxx Xxxx Xxxxxxx
XXXXXXXX XXXXX, XX 00000
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City State Zip City State Zip
/s/ Xxxxx XxXxxxxxx
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WITNESS WITNESS
