EXHIBIT 10.7C TO FORM 10-KSB
PERSONAL GUARANTY
This Personal Guaranty is executed and delivered effective as of November
20, 1997, by XXX FINE, an individual ("Guarantor"), in favor of THIRD AVENUE
ASSOCIATION, a Washington limited partnership ("Landlord"), with respect to the
following facts:
a. Contemporaneously with the execution of this Personal Guaranty,
Landlord and xxxx.xxx CORPORATION, a Washington corporation, are entering into
that certain Century Tower Lease Agreement (the "Lease") for the lease of
certain space consisting of approximately 10,434 rentable square feet located in
the Century Tower Building in Seattle, King County, Washington.
b. As a condition to Landlord's agreement to enter into the Lease with
Tenant, Landlord has required that Guarantor personally and individually
guarantee certain of the Tenant's obligations under the Lease.
Therefore, in consideration of, and as an inducement for the granting,
execution and delivery of the Lease and other good and valuable consideration
paid by the Landlord, the Guarantor hereby personally and unconditionally
guarantees to the Landlord, its successors and assigns, the full, prompt and
timely payment of all Tenant's obligations under the Lease. The Guarantor hereby
covenants and agrees to and with Landlord, its successors and assigns, that if
default shall at any time be made by Tenant, its successors or assigns, in the
payment of any sums or in the performance of any of the terms, covenants,
provisions or conditions contained in the Lease, Guarantor shall forthwith pay
to Landlord, its successors or assigns, or, in the case of any non-monetary
term, covenant, provisions or condition, shall forthwith perform such
obligation.
This Personal Guaranty is an absolute and unconditional personal Guaranty
of payment and of performance. It shall be enforceable against the Guarantor,
his heirs, successors, assigns, personal estate and marital community, without
the necessity for any suit or proceedings on Landlord's part of any kind or
nature whatsoever against the Tenant, its successors and assigns, and without
the necessity of any notice of nonpayment, nonperformance or non-observance or
of any notice of acceptance of this Personal Guaranty, or of any other notice or
demand to which the Guarantor might otherwise be entitled, all of which the
Guarantor hereby expressly waives. The Guarantor hereby expressly agrees that
the validity of this Personal Guaranty and the obligations of Guarantor
hereunder shall in no way be terminated, affected or impaired by reason of the
assertion or the failure to assert by Landlord against the Tenant, or Tenant's
successors or assigns, of any of the rights or remedies reserved to Landlord
pursuant to the provisions of the Lease.
The Personal Guaranty shall be a continuing guaranty, and the liability of
the Guarantor hereunder shall in no way be affected, modified or diminished by
reason of any assignment, renewal, modification or extension of the Lease or by
reason of any modification or waiver of or change in any of the terms,
covenants, conditions or provisions of the Lease; or by reason of any extension
of time that may be granted by Landlord to Tenant, its successors or assigns; or
by reason of any dealings or transactions or matter or things occurring between
Landlord and Tenant, its successors or assigns, whether or not notice thereof is
given to Guarantor. This Personal Guaranty shall be construed under the
provisions of Washington law.
All of Landlord's rights and remedies under the Lease or under this
Personal Guaranty are intended to be distinct, separate and cumulative and no
such right and remedy therein or herein mentioned is intended to be in exclusion
of or a waiver of any of the others.
Notwithstanding the above provisions of this Personal Guaranty to the
contrary, Guarantor's liability hereunder shall not exceed the unamortized
portion of Landlord's costs of leasing commissions and brokerage fees, moving
allowances, design allowances, and tenant improvement allowances in connection
with the Lease plus an amount equal to the free rent granted to Tenant, and any
attorneys' fees and costs incurred by Landlord in enforcing
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the Guarantor's obligations hereunder. In the event the Tenant provides Landlord
with a letter of credit in a form approved by Landlord covering the amounts
guaranteed by this Guaranty, this Guaranty shall be terminated.
DATED: November 20, 1997.
GUARANTOR:
/s/ Xxxxxx X. Fine
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XXX FINE, an individual
Address: 00000-000xx Xxxxxx X.
Xxxxxxx, Xxxxxxxxxx 00000
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