UNCONDITIONAL AND CONTINUING GUARANTY
For valuable consideration, the undersigned, XXXXX X. XXXXXXX (the
"Guarantor"), unconditionally guarantees to MEDLEY CREDIT ACCEPTANCE CORP., a
Delaware corporation, its successors, endorsees and/or assigns, ("The Secured
Party"), the due performance, and full and prompt payment, whether at maturity,
by acceleration, or otherwise. of the obligations and indebtedness of CUTTING
EDGE ENTERTAINMENT, INC., a California Corporation, ("The Borrower"), to
Secured Party, as evidenced by that certain Promissory Note of even date
herewith, from The Borrower, in favor of Secured Party, in the amount of
$600,000.00.
The obligations hereunder are independent of the obligations of The
Borrower, and a separate action or actions may be brought and prosecuted
against Guarantor, whether or not action is brought against Borrower. This is a
guaranty of payment and performance, and not collection.
Guarantor authorizes Secured Party and the Borrower to Jointly,
without notice or demand and without affecting the liability hereunder, from
time to time, and on any number of occasions, to (a) renew. amend, compromise,
extend, reinstate, or otherwise change the time for payment of the indebtedness
or any part thereof; (b) take and hold security for the payment of this
Continuing Guaranty or the indebtedness, and exchange, enforce, waive and
release any such security; (c) apply such security and direct the order or
manner of sale thereof as Secured Party in its discretion may elect from time
to time; and (d) release or substitute any one or more of the endorsers.
Guarantor acknowledges and agrees that no act or omission of any kind by
Secured Party including, but not limited to, the failure to take or perfect a
security interest in any security for the indebtedness shall affect or impair
this Continuing Guaranty, and the Secured Party shall have no duties with
respect thereof to Guarantor. Secured Party may without notice assign this
Continuing Guaranty in whole or in part at any time.
Guarantor waives any right to require Secured Party to (a) proceed
against Borrower (b) proceed against or exhaust any security held from
Borrower; or (c) any other remedy whatsoever available to Secured Party
Guarantor waives any defense arising by reason of any disability or other
defense of Borrower or by reason of the cessation from any cause whatsoever of
Borrower's liability or by reason of Secured Party releasing any security held
from Borrower. Until all of Xxxxxxxx's indebtedness to Secured Xxxxx shall have
been paid in full. Guarantor shall have no right or subrogation, and Guarantor
waives any right to enforce any remedy that Secured Party now has or may
hereafter have against Borrower, and shall waive any benefit of, and any right
to participate in, any security now or hereafter held by Secured Party.
Guarantor waives all presentments, demands for performance, notices of
nonperformance, protests, notices of dishonor, and notices of acceptance of
this Continuing Guaranty and of the existence, creation, or incurrence of new
or additional indebtedness and all other defenses to any action or proceeding
to enforce this Continuing Guaranty, except the single defense that the sum
claimed has actually been paid to Secured Party. No delay on the part or
Secured Party tn the exercise of any right, power or privilege under the terms
of any documentation between Secured Party and borrower or under this
Continuing Guaranty shall operate as a waiver of any such privilege, power or
right. However, this shall not operate to prevent the Guarantor from raising
any and all defenses that could be raised by the Borrower.
Xxxxxxxxx agrees to pay all attorneys' fees and all other costs and
expenses that may be incurred or expended by Secured Party in the enforcement
of Borrower's obligations and of this Continuing Guaranty, whether suit be
brought or not, and if suit is brought, then for all services in trial and
appellate courts.
Upon default of Borrower in any of its obligations or liabilities to
Secured Party, or if Borrower or the Guarantor shall become insolvent or make
an assignment for the benefit of creditors, or if a petition in bankruptcy or
for corporate reorganization or for an arrangement be filed by or against
Borrower or the Guarantor, or if there is the appointment of a receiver for
Borrower or for the Guarantor or their property, or if a judgment is obtained
or warrant of attachment issued against Borrower or the Guarantor, all of the
indebtedness, shall, without notice or demand, at the option of Secured Party,
become immediately due and payable and shall be paid forthwith by Guarantor.
Guarantor hereby submits to the Jurisdiction of the state and federal
courts in the State of Florida for purposes of any action arising from or
growing out of this Continuing Guaranty, and further agrees that the venue of
any action may be laid in Dade County. Nothing contained in this Continuing
Guaranty, however, shall be deemed to constitute, or to imply the existence of
any agreement by Secured party to bring any action only in said courts or to
restrict in any way any cf the Secured Party's remedies or rights to enforce
the terms of this Continuing Guaranty as, when and where Secured Party shall
deemed appropriate, in its sole discretion.
Notwithstanding any provision herein or in any instrument now or
hereafter evidencing said indebtedness, the total liability for payments in the
nature of interest under this Continuing Guaranty shall not exceed the limits
imposed from time to time by applicable usury laws. This Continuing Guaranty
shall for all purposes, be governed by and construed in accordance with the
laws of the State of Florida.
Guarantor acknowledges that Secured Party has been induced by this
Continuing Guaranty to consummate the Loan transaction with Borrower creating
the indebtedness. and that Secured Party would not have extended said credit
without this Continuing Guaranty and this Continuing Guaranty shall. without
further reference or assignment. pass to. and may be relied upon and enforced
by. any successor or assignee of Secured Party.
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This Continuing Guaranty may be executed in any number of counterparts
each of which shall be deemed an original, but all of which together shall
constitute but one instrument
IN WITNESS WHEREOF, the Guarantor has executed this Continuing
Guaranty this ____ day of January, 1998.
Signed, sealed and delivered in the presence of:
_____________________ _________________________
XXXXX X. XXXXXXX
_____________________
STATE OF CALIFORNIA
COUNTY OF
BEFORE ME, the undersigned authority, duly authorized to administer
oaths and take acknowledgments, personally appeared XXXXX X XXXXXXX, and he
acknowledged that he executed the foregoing instrument for the purposes herein
described this _____ day of January 1998, upon producing a driver's license for
identification.
_________________________
NOTARY PUBLIC
My Commission Expires:
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