XXXXXXXXXXXX.XXX AGREEMENT NUMBER: 295293/337589
PERSONAL GUARANTY - LEASE
FOR VALUE RECEIVED, and in consideration of, and in order to induce
XxxxxxXxxxxx.xxx Inc. (herein called "Lessor"), to enter into a certain Master
Lease Agreement (Lease No.337589) dated ,
(herein called the "Lease"), with GTS/HDD, lnc.(herein called "Lessee"),
providing for the lease of certain equipment now leased or hereafter to be
leased under the Lease and any Equipment Schedule(s) executed pursuant thereto
(herein called the "Equipment"), we, the undersigned, do hereby jointly and
severally, unconditionally guarantee to Lessor the full and prompt performance
by Lessee of all obligations which Lessee presently or hereafter may have to
Lessor under the Lease and any Equipment Schedule(s) executed pursuant thereto,
and under any other agreement related thereto, including but not limited to,
agreements pursuant to which Lessor is called upon to make progress payments to
Equipment vendors, and the payment when due of all rent and all other sums
presently or hereafter owing by Lessee to Lessor thereunder, and agree to
indemnify Lessor against any losses Lessor may sustain and expenses it may incur
as a result of any default by Lessee under the Lease and/or as a result of the
enforcement or attempted enforcement by Lessor of any of its rights against us
hereunder. We hereby expressly waive all defenses which might constitute a legal
or equitable discharge of a surety or guarantor, and agree that this Guaranty
shall be valid and unconditionally binding upon us regardless of (i)
reorganization, merger or consolidation of Lessee into or with another entity,
corporate or otherwise, or the sale or other disposition of all or substantially
all of the capital stock, business or assets of Lessee to any other person or
party, or (ii) the death or dissolution of Lessee, or (iii) the voluntary or
involuntary bankruptcy (including a reorganization in bankruptcy) of Lessee, or
(iv) the granting by Lessor of any indulgences to Lessee, or (v) the assertion
by Lessor against Lessee of any of Lessor's rights and remedies provided for
under the Lease or existing in its favor in law, equity or bankruptcy, or (vi)
the release of Lessee from any of Lessee's obligations under the Lease or under
any other agreements or by operation of law or otherwise, or (vii) any
invalidity, irregularity, defect or unenforceability of any provision of the
Lease or any other agreements, or (viii) any defect in Lessor's title to any of
the Equipment. We hereby waive notice of and consent to the leasing of all
Equipment now or hereafter leased under the Lease, and any Equipment Schedule(s)
executed pursuant thereto, to any subleasing or other use of any Equipment
permitted by Lessor (regardless of whom any such sublessee or user may be), to
all of the provisions of the Lease and any said Equipment Schedule(s) and to any
amendments thereof, and to any actions taken thereunder, and to the execution by
Lessee of the foregoing documents and of any other agreements, documents and
instruments executed by Lessee in connection therewith. We further waive notice
of Lessor's acceptance of this Guaranty, of any default and nonpayment and/or
nonperformance by Lessee under the Lease, of presentment, protest and demand,
and of all other matters to which we might otherwise be entitled. We further
agree that this Guaranty shall remain and continue in full force and effect
notwithstanding any renewal, modification or extension of the Lease or the term
of any Equipment, and hereby expressly waive all notice of and consent to any
such renewal, modification or extension and to the execution by Lessee of any
documents pertaining thereto. We further agree that our liability under this
Guaranty shall be absolute, primary and direct, joint and several, and that
Lessor shall not be required to pursue any right or remedy it may have against
Lessee under the Lease or otherwise (and shall not be required to first commence
any action or obtain any judgment against Lessee) before enforcing this Guaranty
against us, and that we will, upon demand, pay Lessor the amount of all rents
and all other sums, the payment of which, by Lessee, is in default under the
Lease, or any other agreement related thereto, and will, upon demand, perform
all other obligations of Lessee, the performance of which is in default under
the Lease.
We hereby agree that the failure of Lessor to insist in any one or more
instances upon a strict performance or observance of any of the terms,
provisions or covenants of the Lease or any other agreements, or to exercise any
of its rights thereunder, shall not be construed or deemed to be a waiver or
relinquishment for the future of any such terms, provisions, covenants or
rights, but such terms, provisions, covenants and rights shall continue and
remain in full force and effect. Receipt by Lessor of any rent or other sums
payable under the Lease with knowledge that Lessee has breached any of the
terms, provisions or covenants of the Lease shall not be deemed to be a waiver
by Lessor of such breach.
Any married person who signs this Guaranty hereby expressly agrees that
recourse may be had against his or her separate property for all obligations
under this Guaranty.
No assignment or other transfer by Lessor or Lessee of any interest, right
or obligation under the Lease and any Equipment Schedule executed pursuant
thereto or assumption by any third party of the obligations of Lessee under the
Lease and any Equipment Schedule attached thereto shall extinguish or diminish
the unconditional, absolute, primary and direct liability of the undersigned
under this Guaranty. The undersigned hereby consents to and waives all notice of
any such assignment, transfer or assumption. If this Guaranty is executed by
more than one person, the release of any one guarantor shall not terminate this
Guaranty as to any other guarantor.
Any assignee of Lessor shall have all of the rights of Lessor hereunder and
may enforce this Guaranty against us with the same force and effect as if this
Guaranty were given to such assignee in this first instance. This Guaranty shall
inure to the benefit of Lessor, and its successors and assigns, and shall be
binding upon us and our heirs, executors, administrators, personal
representatives, successors and assigns.
This Guaranty shall be governed as to validity, interpretation, effect and
in all other respects by the laws and decisions of the State of California. The
undersigned do hereby submit to the jurisdiction of any court (federal, state or
local) having situs within the State of California, expressly waiving personal
service of process and consent to service by certified or registered mail,
return receipt requested, directed to the last known address of the undersigned,
which service shall be deemed completed within ten (10) days after the date of
mailing thereof.
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XxxxxxXxxxxx.xxx Agreement Number:295293/337589
THE UNDERSIGNED GUARANTOR HEREBY KNOWINGLY, WILLINGLY AND VOLUNTARILY AGREES
THAT THIS GUARANTY AND THE OBLIGATIONS PROVIDED FOR HEREUNDER SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA AND THE
VALIDITY, INTERPRETATION, ENFORCEMENT AND EFFECT OF THEREOF SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF CALIFORNIA. THE UNDERSIGNED GUARANTOR HEREBY KNOWINGLY,
WILLINGLY AND VOLUNTARILY CONSENTS TO THE JURISDICTION AND VENUE OF ALL COURTS
IN SAID STATE. THE UNDERSIGNED GUARANTOR HEREBY KNOWINGLY, WILLINGLY AND
VOLUNTARILY WAIVES ANY RIGHT TO PERSONAL SERVICE OF PROCESS IN ANY ACTION
BROUGHT IN CONNECTION WITH OR ARISING OUT OF THIS GUARANTY AND CONSENTS TO
SERVICE OF PROCESS BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
DIRECTED TO THE LAST KNOWN ADDRESS OF THE UNDERSIGNED GUARANTOR, WHICH SERVICE
SHALL BE DEEMED COMPLETED WITHIN TEN (10) DAYS AFTER THE DATE OF MAILING
THEREOF. THE UNDERSIGNED GUARANTOR HEREBY KNOWINGLY, WILLINGLY AND VOLUNTARILY
WAIVES ANY RIGHT TO ASSERT THAT ANY ACTION BROUGHT IN CONNECTION WITH OR ARISING
OUT OF THIS GUARANTY IN SUCH COURT IS IN AN IMPROPER VENUE OR SUCH ACTION SHOULD
BE TRANSFERRED TO A MORE CONVENIENT FORUM. THE UNDERSIGNED GUARANTOR HEREBY
KNOWINGLY, WILLINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT
IN CONNECTION WITH OR ARISING OUT OF THIS GUARANTY.
IN WITNESS WHEREOF, the undersigned have executed this Guaranty this ______ day
of _____________, __________.
GUARANTOR:
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/s/ Xxxxx Xxxxxxxx
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Personal Guarantor (no title) Home Street Address/City/State/Zip
Xxxxx X. Xxxxxxxx ###-##-#### 000-000-00**
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Printed Name Social Security Number Phone No.
/s/ Xxxxx Xxxx
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Witness
GUARANTOR:
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0000 Xxxxxxxxxxx Xxxxx Xx.,
/s/ Xxxxxx X. Xxxxxxx Springdale, A* 22764
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Personal Guarantor (no title) Home Street Address/City/State/Zip
Xxxxxx X. Xxxxxxx ###-##-#### 000-000-0000
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Printed Name Social Security Number Phone No.
/s/ Xxxxx Xxxx
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Witness
