EXHIBIT 4.13.27
GUARANTY
New York, New York April __, 2005
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or
to be made or credit otherwise extended or to be extended by Sands Brothers
Venture Capital LLC, Sands Brothers Venture Capital II LLC, Sands Brothers
Venture Capital III LLC and Sands Brothers Venture Capital IV LLC (collectively,
the "Noteholders") to or for the account of Epixtar Corp., a Florida corporation
("EPXR"), and/or Voxx Corporation, a Florida corporation ("Voxx") (EPXR and
Voxx, together with each applicable subsidiary of EPXR, collectively, the
"Debtor"), from time to time and at any time and for other good and valuable
consideration and to induce Noteholders, in its discretion, to purchase such
notes, make such loans or extensions of credit and to make or grant such
renewals, extensions, releases of collateral or relinquishments of legal rights
as Noteholders may deem advisable, each of the undersigned (and each of them if
more than one, the liability under this Guaranty being joint and several)
(jointly and severally referred to as "Guarantors " or "the undersigned")
unconditionally guaranties to Noteholders, its successors, endorsees and assigns
the prompt payment when due (whether by acceleration or otherwise) of all
present and future obligations and liabilities of any and all kinds of Debtor to
Noteholders and of all instruments of any nature evidencing or relating to any
such obligations and liabilities upon which Debtor or one or more parties and
Debtor is or may become liable to Noteholders, whether incurred by Debtor as
maker, endorser, drawer, acceptor, guarantors , accommodation party or
otherwise, and whether due or to become due, secured or unsecured, absolute or
contingent, joint or several, and however or whenever acquired by Noteholders,
whether arising under, out of, or in connection with (i) that certain Securities
Purchase Agreement dated as of the date hereof by and between the Debtor and
Noteholders (the "Securities Purchase Agreement") and/or (ii) each Related
Agreement referred to in the Securities Purchase Agreement (the Securities
Purchase Agreement and each Related Agreement, as each may be amended, modified,
restated or supplemented from time to time, are collectively referred to herein
as the "Documents"), or any documents, instruments or agreements relating to or
executed in connection with the Documents or any documents, instruments or
agreements referred to therein or otherwise, or any other indebtedness,
obligations or liabilities of the Debtor to Noteholders, whether now existing or
hereafter arising, direct or indirect, liquidated or unliquidated, absolute or
contingent, due or not due and whether under, pursuant to or evidenced by a
note, agreement, guaranty, instrument or otherwise (all of which are herein
collectively referred to as the "Obligations"), and irrespective of the
genuineness, validity, regularity or enforceability of such Obligations, or of
any instrument evidencing any of the Obligations or of any collateral therefor
or of the existence or extent of such collateral, and irrespective of the
allowability, allowance or disallowance of any or all of the Obligations in any
case commenced by or against Debtor under Title 11, United States Code,
including, without limitation, obligations or indebtedness of Debtor for
post-petition interest, fees, costs and charges that would have accrued or been
added to the Obligations but for the commencement of such case, irrespective of
the allowability, allowance or disallowance of such post-petition interest,
fees, costs and charges; provided that, notwithstanding the foregoing, the
"Obligations" shall not include any principal amount of indebtedness in excess
of an aggregate amount of $1,500,000 and the rate of interest and fees related
to the Obligations shall not exceed the rate of interest and fees provided for
in the Documents (as in effect on the date hereof). Terms not otherwise defined
herein shall have the meaning assigned such terms in the Securities Purchase
Agreement. In furtherance of the foregoing, the undersigned xxxxxx agrees as
follows:
154. No Impairment. Noteholders may at any time and from time to time,
either before or after the maturity thereof, without notice to or further
consent of the undersigned, extend the time of payment of, exchange or surrender
any collateral for, renew or extend any of the Obligations or increase or
decrease the interest rate thereon, or any other agreement with Debtor or with
any other party to or person liable on any of the Obligations, or interested
therein, for the extension, renewal, payment, compromise, discharge or release
thereof, in whole or in part, or for any modification of the terms thereof or of
any agreement between Noteholders and Debtor or any such other party or person,
or make any election of rights Noteholders may deem desirable under the United
States Bankruptcy Code, as amended, or any other federal or state bankruptcy,
reorganization, moratorium or insolvency law relating to or affecting the
enforcement of creditors' rights generally (any of the foregoing, an "Insolvency
Law") without in any way impairing or affecting this Guaranty. This instrument
shall be effective regardless of the subsequent incorporation, merger or
consolidation of Debtor, or any change in the composition, nature, personnel or
location of Debtor and shall extend to any successor entity to Debtor including
a debtor in possession or the like under any Insolvency Law.
155. Guaranty Absolute. Subject to Section 5(c), each of the
undersigned jointly and severally guarantees that the Obligations will be paid
strictly in accordance with the terms of the Documents and/or any other
document, instrument or agreement creating or evidencing the Obligations,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of Debtor with respect
thereto. Guarantors hereby knowingly accept the full range of risk encompassed
within a contract of "continuing guaranty" which risk includes the possibility
that Debtor will contract additional indebtedness for which Guarantors may be
liable hereunder after Xxxxxx's financial condition or ability to pay its lawful
debts when they fall due has deteriorated, whether or not Debtor has properly
authorized incurring such additional indebtedness. The undersigned acknowledge
that (i) no oral representations, including any representations to extend credit
or provide other financial accommodations to Debtor, have been made by
Noteholders to induce the undersigned to enter into this Guaranty and (ii) any
extension of credit to the Debtor shall be governed solely by the provisions of
the Documents. The liability of each of the undersigned under this Guaranty
shall be absolute and unconditional, in accordance with its terms, and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever, including, without limitation: (a) any waiver,
indulgence, renewal, extension, amendment or modification of or addition,
consent or supplement to or deletion from or any other action or inaction under
or in respect of the Documents or any other instruments or agreements relating
to the Obligations or any assignment or transfer of any thereof, (b) any lack of
validity or enforceability of any Document or other documents, instruments or
agreements relating to the Obligations or any assignment or transfer of any
thereof, (c) any furnishing of any additional security to Noteholders or its
assignees or any acceptance thereof or any release of any security by
Noteholders or its assignees, (d) any limitation on any party's liability or
obligation under the Documents or any other documents, instruments or agreements
relating to the Obligations or any assignment or transfer of any thereof or any
invalidity or unenforceability, in whole or in part, of any such document,
instrument or agreement or any term thereof, (e) any bankruptcy, insolvency,
reorganization, composition, adjustment, dissolution, liquidation or other like
proceeding relating to Debtor, or any action taken with respect to this Guaranty
by any trustee or receiver, or by any court, in any such proceeding, whether or
not the undersigned shall have notice or knowledge of any of the foregoing, (f)
any exchange, release or nonperfection of any collateral, or any release, or
amendment or waiver of or consent to departure from any guaranty or security,
for all or any of the Obligations or (g) any other circumstance which might
otherwise constitute a defense available to, or a discharge of, the undersigned.
Any amounts due from the undersigned to Noteholders shall bear interest until
such amounts are paid in full at the highest rate then applicable to the
Obligations. Obligations include post-petition interest whether or not allowed
or allowable.
156. Waivers.
156.1 This Guaranty is a guaranty of payment and not of
collection. Noteholders shall be under no obligation to institute suit, exercise
rights or remedies or take any other action against Debtor or any other person
liable with respect to any of the Obligations or resort to any collateral
security held by it to secure any of the Obligations as a condition precedent to
the undersigned being obligated to perform as agreed herein and each of the
Guarantors hereby waives any and all rights which it may have by statute or
otherwise which would require Noteholders to do any of the foregoing. Each of
the Guarantors further consents and agrees that Noteholders shall be under no
obligation to marshal any assets in favor of Guarantors, or against or in
payment of any or all of the Obligations. The undersigned hereby waives all
suretyship defenses and any rights to interpose any defense, counterclaim or
offset of any nature and description which the undersigned may have or which may
exist between and among Noteholders, Debtor and/or the undersigned with respect
to the undersigned's obligations under this Guaranty, or which Debtor may assert
on the underlying debt, including but not limited to failure of consideration,
breach of warranty, fraud, payment (other than cash payment in full of the
Obligations), statute of frauds, bankruptcy, infancy, statute of limitations,
accord and satisfaction, and usury.
156.2 Each of the undersigned further waives (i) notice of the
acceptance of this Guaranty, of the making of any such loans or extensions of
credit, and of all notices and demands of any kind to which the undersigned may
be entitled, including, without limitation, notice of adverse change in Debtor's
financial condition or of any other fact which might materially increase the
risk of the undersigned and (ii) presentment to or demand of payment from anyone
whomsoever liable upon any of the Obligations, protest, notices of presentment,
non-payment or protest and notice of any sale of collateral security or any
default of any sort.
156.3 Notwithstanding any payment or payments made by the
undersigned hereunder, or any setoff or application of funds of the undersigned
by Noteholders, the undersigned shall not be entitled to be subrogated to any of
the rights of Noteholders against Debtor or against any collateral or guarantee
or right of offset held by Noteholders for the payment of the Obligations, nor
shall the undersigned seek or be entitled to seek any contribution or
reimbursement from Debtor in respect of payments made by the undersigned
hereunder, until all amounts owing to Noteholders by Debtor on account of the
Obligations are paid in full and Noteholders' obligation to extend credit
pursuant to the Documents have been terminated. If, notwithstanding the
foregoing, any amount shall be paid to the undersigned on account of such
subrogation rights at any time when all of the Obligations shall not have been
paid in full and Noteholders' obligation to extend credit pursuant to the
Documents shall not have been terminated, such amount shall be held by the
undersigned in trust for Noteholders, segregated from other funds of the
undersigned, and shall forthwith upon, and in any event within two (2) business
days of, receipt by the undersigned, be turned over to Noteholders in the exact
form received by the undersigned (duly endorsed by the undersigned to
Noteholders, if required), to be applied against the Obligations, whether
matured or unmatured, in such order as Noteholders may determine, subject to the
provisions of the Documents. Any and all present and future debts and
obligations of Debtor to any of the undersigned are hereby waived and postponed
in favor of, and subordinated to the full payment and performance of, all
present and future debts and Obligations of Debtor to Noteholders.
157. Security. All sums at any time to the credit of the undersigned
and any property of the undersigned in Noteholders' possession or in the
possession of any bank, financial institution or other entity that directly or
indirectly, through one or more intermediaries, controls or is controlled by, or
is under common control with, Noteholders (each such entity, an "Affiliate")
shall be deemed held by Noteholders or such Affiliate, as the case may be, as
security for any and all of the undersigned's obligations to Noteholders and to
any Affiliate of Noteholders, no matter how or when arising and whether under
this or any other instrument, agreement or otherwise.
158. Representations and Warranties. Each of the undersigned
respectively, hereby jointly and severally represents and warrants (all of which
representations and warranties shall survive until all Obligations are
indefeasibly satisfied in full and the Documents have been irrevocably
terminated), that:
158.1 Corporate Status. It is a corporation, partnership or
limited liability company, as the case may be, duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization
indicated on the signature page hereof and has full power, authority and legal
right to own its property and assets and to transact the business in which it is
engaged.
158.2 Authority and Execution. It has full power, authority
and legal right to execute and deliver, and to perform its obligations under,
this Guaranty and has taken all necessary corporate, partnership or limited
liability company, as the case may be, action to authorize the execution,
delivery and performance of this Guaranty.
158.3 Legal, Valid and Binding Character. This Guaranty
constitutes its legal, valid and binding obligation enforceable in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application affecting the enforcement of creditor's rights and general
principles of equity that restrict the availability of equitable or legal
remedies.
158.4 Violations. The execution, delivery and performance of
this Guaranty will not violate any requirement of law applicable to it or any
contract, agreement or instrument to it is a party or by which it or any of its
property is bound or result in the creation or imposition of any mortgage, lien
or other encumbrance other than to Noteholders on any of its property or assets
pursuant to the provisions of any of the foregoing, which, in any of the
foregoing cases, could reasonably be expected to have, either individually or in
the aggregate, a Material Adverse Effect.
158.5 Consents or Approvals. No consent of any other person or
entity (including, without limitation, any creditor of the undersigned) and no
consent, license, permit, approval or authorization of, exemption by, notice or
report to, or registration, filing or declaration with, any governmental
authority is required in connection with the execution, delivery, performance,
validity or enforceability of this Guaranty by it, except to the extent that the
failure to obtain any of the foregoing could not reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect.
158.6 Litigation. No litigation, arbitration, investigation or
administrative proceeding of or before any court, arbitrator or governmental
authority, bureau or agency is currently pending or, to the best of its
knowledge, threatened (i) with respect to this Guaranty or any of the
transactions contemplated by this Guaranty or (ii) against or affecting it, or
any of its property or assets, which, in each of the foregoing cases, if
adversely determined, could reasonably be expected to have a Material Adverse
Effect.
158.7 Financial Benefit. It has derived or expects to derive a
financial or other advantage from each and every loan, advance or extension of
credit made under the Documents or other Obligation incurred by the Debtor to
Noteholders.
159. Acceleration.
159.1 If any breach of any covenant or condition or other
event of default shall occur and be continuing under any agreement made by
Debtor or any of the undersigned to Noteholders, or either Debtor or any of the
undersigned should at any time become insolvent, or make a general assignment,
or if a proceeding in or under any Insolvency Law shall be filed or commenced
by, or in respect of, any of the undersigned, or if a notice of any lien, levy,
or assessment is filed of record with respect to any assets of any of the
undersigned by the United States of America or any department, agency, or
instrumentality thereof, or if any taxes or debts owing at any time or times
hereafter to any one of them becomes a lien or encumbrance upon any assets of
the undersigned in Noteholders' possession, or otherwise, any and all
Obligations shall for purposes hereof, at Noteholders' option, be deemed due and
payable without notice notwithstanding that any such Obligation is not then due
and payable by Debtor.
159.2 Each of the undersigned will promptly notify Noteholders
of any default by such undersigned in its respective performance or observance
of any term or condition of any agreement to which the undersigned is a party if
the effect of such default is to cause, or permit the holder of any obligation
under such agreement to cause, such obligation to become due prior to its stated
maturity and, if such an event occurs, Noteholders shall have the right to
accelerate such undersigned's obligations hereunder.
160. Payments from Guarantors. Noteholders, in its sole and absolute
discretion, with or without notice to the undersigned, may apply on account of
the Obligations any payment from the undersigned or any other guarantors, or
amounts realized from any security for the Obligations, or may deposit any and
all such amounts realized in a non-interest bearing cash collateral deposit
account to be maintained as security for the Obligations.
161. Costs. The undersigned shall pay on demand, all costs, fees and
expenses (including expenses for legal services of every kind) relating or
incidental to the enforcement or protection of the rights of Noteholders
hereunder or under any of the Obligations.
162. No Termination. This is a continuing irrevocable guaranty and
shall remain in full force and effect and be binding upon the undersigned, and
each of the undersigned's successors and assigns, until all of the Obligations
have been paid in full and Noteholders' obligation to extend credit pursuant to
the Documents has been irrevocably terminated. If any of the present or future
Obligations are guarantied by persons, partnerships or corporations in addition
to the undersigned, the death, release or discharge in whole or in part or the
bankruptcy, merger, consolidation, incorporation, liquidation or dissolution of
one or more of them shall not discharge or affect the liabilities of any
undersigned under this Guaranty.
163. Recapture. Anything in this Guaranty to the contrary
notwithstanding, if Noteholders receives any payment or payments on account of
the liabilities guaranteed hereby, which payment or payments or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set
aside and/or required to be repaid to a trustee, receiver, or any other party
under any Insolvency Law, common law or equitable doctrine, then to the extent
of any sum not finally retained by Noteholders, the undersigned's obligations to
Noteholders shall be reinstated and this Guaranty shall remain in full force and
effect (or be reinstated) until payment shall have been made to Noteholders,
which payment shall be due on demand.
164. Books and Records. The books and records of Noteholders showing
the account between Noteholders and Debtor shall be admissible in evidence in
any action or proceeding, shall be binding upon the undersigned for the purpose
of establishing the items therein set forth and shall constitute prima facie
proof thereof.
165. No Waiver. No failure on the part of Noteholders to exercise, and
no delay in exercising, any right, remedy or power hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise by Noteholders of any
right, remedy or power hereunder preclude any other or future exercise of any
other legal right, remedy or power. Each and every right, remedy and power
hereby granted to Noteholders or allowed it by law or other agreement shall be
cumulative and not exclusive of any other, and may be exercised by Noteholders
at any time and from time to time.
166. Waiver of Jury Trial. EACH OF THE UNDERSIGNED DOES HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BASED ON OR WITH RESPECT TO THIS GUARANTY OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR RELATING OR INCIDENTAL HERETO. THE
UNDERSIGNED DOES HEREBY CERTIFY THAT NO REPRESENTATIVE OR AGENT OF NOTEHOLDERS
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT NOTEHOLDERS WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL
PROVISION.
167. Governing Law; Jurisdiction; Amendments. THIS INSTRUMENT CANNOT BE
CHANGED OR TERMINATED ORALLY, AND SHALL BE GOVERNED, CONSTRUED AND INTERPRETED
AS TO VALIDITY, ENFORCEMENT AND IN ALL OTHER RESPECTS IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT HAVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAWS. EXCEPT AS SET FORTH BELOW IN THIS SECTION 14, ANY AND ALL DISPUTES,
CONTROVERSIES AND CLAIMS THAT ANY GUARANTOR MAY ASSERT AGAINST NOTEHOLDERS
ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER DOCUMENT SHALL BE
DETERMINED EXCLUSIVELY BY ARBITRATION (EACH SUCH ARBITRATION, AN "ARBITRATION")
IN NEW YORK CITY BEFORE A PANEL OF THREE NEUTRAL ARBITRATORS AGREED TO BY
NOTEHOLDERS AND THE DEBTOR (COLLECTIVELY, THE "ARBITRATORS") IN ACCORDANCE WITH
AND PURSUANT TO THE THEN EXISTING COMMERCIAL ARBITRATION RULES OF THE AMERICAN
ARBITRATION ASSOCIATION. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY RIGHT TO
ASSERT SUCH CLAIMS IN ANY OTHER FORUM. THE ARBITRATORS SHALL HAVE THE POWER IN
THEIR DISCRETION TO AWARD SPECIFIC PERFORMANCE OR INJUNCTIVE RELIEF (BUT SHALL
NOT HAVE THE POWER TO RENDER ANY INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES) AND
REASONABLE ATTORNEYS' FEES AND EXPENSES TO ANY PARTY IN ANY ARBITRATION. THE
ARBITRATORS MAY NOT CHANGE, MODIFY OR ALTER ANY EXPRESS CONDITION, TERM OR
PROVISION OF THIS GUARANTY OR OF ANY OTHER DOCUMENT NOR SHALL THEY HAVE THE
POWER TO RENDER ANY AWARD AGAINST NOTEHOLDERS THAT WOULD HAVE SUCH EFFECT. EACH
ARBITRATION AWARD SHALL BE FINAL AND BINDING UPON THE PARTIES SUBJECT THERETO
AND JUDGMENT MAY BE ENTERED THEREON IN ANY COURT OF COMPETENT JURISDICTION. THE
SERVICE OF ANY NOTICE, PROCESS, MOTION OR OTHER DOCUMENT IN CONNECTION WITH AN
ARBITRATION OR FOR THE ENFORCEMENT OF ANY ARBITRATION AWARD MAY BE MADE IN THE
SAME MANNER AS COMMUNICATIONS MAY BE GIVEN UNDER SECTION 17 HEREOF.
NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 14 NOR ANY OTHER
PROVISION CONTAINED IN THIS GUARANTY OR IN ANY OTHER DOCUMENT SHALL LIMIT IN ANY
MANNER WHATSOEVER NOTEHOLDERS' RIGHT TO COMMENCE AN ACTION AGAINST OR IN
CONNECTION WITH THE DEBTOR, ANY GUARANTOR OR THEIR RESPECTIVE PROPERTIES IN ANY
COURT OF COMPETENT JURISDICTION OR OTHERWISE UTILIZE JUDICIAL PROCESS IN
CONNECTION WITH OR ARISING OUT OF NOTEHOLDERS' RIGHTS AND REMEDIES UNDER THIS
GUARANTY AND/OR ANY OTHER DOCUMENT OR OTHERWISE (ANY SUCH ACTION, A "COURT
ACTION"). COURT ACTIONS MAY BE BROUGHT BY NOTEHOLDERS IN ANY STATE OR FEDERAL
COURT OF COMPETENT JURISDICTION AND EACH GUARANTOR IRREVOCABLY SUBMITS TO THE
JURISDICTION OF SUCH STATE AND FEDERAL COURTS AND IRREVOCABLY WAIVES ANY CLAIM
OR DEFENSE OF INCONVENIENT FORUM OR LACK OF PERSONAL JURISDICTION IN SUCH FORUM
OR RIGHT OF REMOVAL OR RIGHT TO JURY TRIAL UNDER ANY APPLICABLE LAW OR DECISION
OR OTHERWISE. SERVICE OF ANY NOTICE, PROCESS, MOTION OR OTHER DOCUMENT IN
CONNECTION WITH A COURT ACTION MAY BE MADE IN THE SAME MANNER AS COMMUNICATIONS
MAY BE GIVEN UNDER SECTION 17. IN ADDITION, NOTEHOLDERS MAY SERVE PROCESS IN ANY
OTHER MANNER PERMITTED UNDER APPLICABLE LAW.
168. Severability. To the extent permitted by applicable law, any
provision of this Guaranty which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
169. Amendments, Waivers, etc. No amendment or waiver of any provision
of this Guaranty nor consent to any departure by the undersigned therefrom shall
in any event be effective unless the same shall be in writing executed by each
of the undersigned directly affected by such amendment and/or waiver, Laurus
Master Fund, Ltd. and Noteholders. Notwithstanding anything to the contrary
contained in this Guaranty, the terms and conditions of this Guaranty shall be
subject in all respects to the terms and conditions of the Intercreditor
Agreement. In the event that the terms and conditions of this Guaranty are in
contravention of the terms and conditions of the Intercreditor Agreement, the
terms and conditions of the Intercreditor Agreement shall prevail.
170. Notice. All notices, requests and demands to or upon the
undersigned, shall be in writing and shall be deemed to have been duly given or
made (a) when delivered, if by hand, (b) three (3) days after being sent,
postage prepaid, if by registered or certified mail, (c) when confirmed
electronically, if by facsimile, or (d) when delivered, if by a recognized
overnight delivery service in each event, to the numbers and/or address set
forth beneath the signature of the undersigned.
171. Successors. Noteholders may, from time to time, without notice to
the undersigned, sell, assign, transfer or otherwise dispose of all or any part
of the Obligations and/or rights under this Guaranty. Without limiting the
generality of the foregoing, Noteholders may assign, or grant participations to,
one or more banks, financial institutions or other entities all or any part of
any of the Obligations. In each such event, Noteholders, its Affiliates and each
and every immediate and successive purchaser, assignee, transferee or holder of
all or any part of the Obligations shall have the right to enforce this
Guaranty, by legal action or otherwise, for its own benefit as fully as if such
purchaser, assignee, transferee or holder were herein by name specifically given
such right. Noteholders shall have an unimpaired right to enforce this Guaranty
for its benefit with respect to that portion of the Obligations which
Noteholders has not disposed of, sold, assigned, or otherwise transferred.
172. Release. Nothing except cash payment in full of the Obligations
shall release any of the undersigned from liability under this Guaranty.
20. Joinder. It is understood and agreed that any person or entity that
desires to become a Guarantor hereunder, or is required to execute a counterpart
of this Guaranty after the date hereof pursuant to the requirements of any
Document, shall become a Guarantor hereunder by (x) executing a joinder
agreement in form and substance satisfactory to the Noteholders, (y) delivering
supplements to such exhibits and annexes to such Documents as the Noteholders
shall reasonably request and/or as may be required by such joinder agreement and
(z) taking all actions as specified in this Guaranty as would have been taken by
such such Guarantor had it been an original party to this Guaranty, in each case
with all documents required above to be delivered to the Noteholders and with
all documents and actions required above to be taken to the reasonable
satisfaction of the Noteholders.
[REMAINDER OF THIS PAGE IS BLANK.
SIGNATURE PAGE IMMEDIATELY FOLLOWS]
IN WITNESS WHEREOF, this Guaranty has been executed by the undersigned
this ___ day of ______, 2005.
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
-----------------------------------------------
EPIXTAR INTERNATIONAL CONTACT CENTER GROUP, INC.
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxxx
-----------------------------------
Title: CEO
-----------------------------------
Address: 00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
State of Incorporation: Delaware
EPIXTAR CORP.
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: CEO
Address: 00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
State of Incorporation: Florida
VOXX CORPORATION
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxx
-----------------------------------------
Title: CEO
-----------------------------------------
Address: 00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
State of Incorporation: Florida
EPIXTAR MARKETING CORP.
By: /s/ Xxxxx Xxxxxxxx
-----------------------------------------
Name: Xxxxx Xxxxxxxx
-----------------------------------------
Title: CEO
-----------------------------------------
Address: 00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
State of Incorporation: Florida
