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EXHIBIT 10.27
UNCONDITIONAL GUARANTY
This Unconditional Guaranty is made and entered into as of June 2, 1997
by XXXXXXX X. PRICE and XXXXXXXXX X. XXXXX, husband and wife, XXXXXX X. XXXXX
and XXXXXXXX X. PRICE, husband and wife, XXXXXXX X. XxXXXXXX, XX. And XXXXX X.
XxXXXXXX, husband and wife, XXXX X. XXXX and T & W FINANCIAL CORPORATION (all
collectively referred to as "Guarantor") in favor of COMMERCIAL CAPITAL
CORPORATION, XXXXX XXXXX and XXXXX XXXX, individually (collectively referred to
as "Seller").
BACKGROUND
Commercial Capital Corporation, as Seller, has entered into an Asset
Purchase Agreement (the "Agreement"), Promissory Notes (the "Notes") and
Security Agreement ("Security Agreement") all dated as of June 2, 1997 (the
"Agreements") with T & W FUNDING COMPANY VI, L.L.C. (the "Purchaser"). Guarantor
has a financial interest in Purchaser, and it is to Guarantor's benefit that
Seller enter into the Agreements with Purchaser. Guarantor acknowledges that
Seller would be unwilling to enter into the Agreements without the following
unconditional guaranty, and that Seller is relying upon Guarantor's guaranty in
entering in the Agreement.
AGREEMENT
NOW, THEREFORE, in order to induce Seller to enter into the Agreement,
and for other good and valuable consideration, the parties agree as follows:
1. Guarantor unconditionally guarantees the timely, faithful and full
performance by Purchaser of all terms and conditions of the Agreement, Notes and
Security Agreement. In the event of default by Purchaser, or failure to
faithfully perform any of the terms or conditions required of Purchaser under
the Agreements, or in the event of failure of Purchaser to make any or all
payments of money required of it under the Agreements, Guarantor unconditionally
promises to pay Seller, in lawful money
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of the United States, all sums at any time due and payable under the Agreements,
plus costs of collection, including reasonable attorneys fees. The obligations
of each of the undersigned individuals signing as Guarantor shall be joint and
several.
2. The obligations of Guarantor hereunder are independent of the
obligations of Purchaser under the Agreement, and a separate action or actions
may be brought against Guarantor, whether action is brought against Purchaser or
whether Purchaser 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 by enforcement thereof.
3. Guarantor authorizes Seller, without notice or demand, and without
affecting Guarantor's liability hereunder, from time to time to extend,
accelerate, or otherwise change the payment terms, or other terms, of the
Agreements or any part thereof.
4. Guarantor waives any defense arising by reason of any defense of
Purchaser, or by reason of the cessation, from any cause whatsoever, or the
liability of Purchaser under the Agreement. Guarantor waives any and all demands
for performance, notices of nonperformance or default, and notices of
cancellation or forfeiture. Seller may apply all proceeds received from
Purchaser, or others, to such part of Purchaser's indebtedness as Seller may
deem appropriate without consulting Guarantor and without prejudice to or in any
way limiting or lessening the liability of Guarantor under this Guaranty.
5. This instrument constitutes the entire agreement between Seller 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 Seller of any provision hereof in one instance shall not
constitute a waiver as to any other instance.
6. This Guaranty shall be governed by the internal laws of the State of
Kansas without regard to choice of law principles.
7. Guarantor and Seller irrevocably submit to the jurisdiction of the
Xxxxxxx County District, State of Kansas in any action or proceeding arising out
of or relating to this Guaranty, and agree that all claims in respect of such
action or proceeding shall be heard and determined only in Xxxxxxx County
District Court, State of Kansas.
8. The undersigned individuals warrant and represent that
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they are financially interested in Purchaser.
DATED as of the day and year first written above.
GUARANTOR:
/s/ XXXXXXX X. PRICE /s/ XXXXXXXXX X. XXXXX
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Xxxxxxx X. Price Xxxxxxxxx X. Xxxxx
/s/ XXXXXX X. XXXXX /s/ XXXXXXXX X. PRICE
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Xxxxxx X. Xxxxx Xxxxxxxx X. Price
/s/ XXXXXXX X. XXXXXXXX, XX. /s/ XXXXX X. XXXXXXXX
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Xxxxxxx X. XxXxxxxx, Xx. Xxxxx X. XxXxxxxx
/s/ XXXX X. XXXX
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Xxxx X. Xxxx
T & W FINANCIAL CORPORATION
/s/ XXXXXX X. XXXXX
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By: Xxxxxx X. Xxxxx, President
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