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EXHIBIT 10.82
Consolidated Capital of North America, Inc., hereby
unconditionally guarantees the obligations of Xxxxxxx Xxxxxxxx
("Xxxxxxxx") under that certain Unconditional and Continuing
Guaranty, dated July 6, 1998, attached hereto as Exhibit A (the
"Toledo Blank Guaranty"), for the joint benefit of Ciralsky and
Toledo Blank, Inc. ("Blank"). Guarantor hereby further covenants
and agrees as follows:
1. Guarantor (i) acknowledges that Ciralsky is obligated
under the Toledo Blank Guaranty; (ii) warrants that
Guarantor has received good and valuable consideration
for this Guaranty; and (iii) waives notice of the
acceptance of this Guaranty.
2. This Guaranty is a guaranty of payment and not of
collection.
3. Guarantor hereby waives Xxxxxxxx'x presentment,
protest, notice, demand or action together with notice
of acceptance of this Guaranty.
4. Ciralsky, his successors and assigns shall not be
required to proceed first against TPSS Acquisition
Corporation or against any other guarantor, person,
firm or corporation, or against any collateral security
before resorting to the undersigned Guarantor for
payment.
5. Ciralsky shall provide Guarantor with notice of any
claim ("Claim") made against Ciralsky by Blank under
the Toledo Blank Guaranty within ten (10) days of
Xxxxxxxx'x receipt of written notice of any such Claim.
Guarantor shall have a reasonable opportunity, but in
no event more than thirty (30) days, to cure the
default or payment deficiency that is the basis of the
Claim. In the event that the Claim is paid to Blank
pursuant to this Guaranty, Guarantor shall be
subrogated to any and all rights of Blank against
Ciralsky with respect to the Claim.
6. Guarantor shall not be obligated under this Guaranty in
respect of any payments made by Ciralsky with respect
to a Claim paid or agreed to be paid by Ciralsky
without the prior written consent of Guarantor.
Guarantor's liability hereunder shall be further
subject to Xxxxxxxx'x cooperation with Guarantor in
connection with any negotiations with Blank regarding
all Claims.
7. This Guaranty shall be binding upon the successors and
assigns of Guarantor and shall inure to the benefit of
the heirs, executors, administrators, successors and
assigns of Ciralsky.
8. Guarantor waives all suretyship and other similar
defenses.
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9. This Guaranty shall be governed, construed and
interpreted in accordance with the laws of the State of
Ohio.
10. No forbearance by Ciralsky in exercising any right
under this Guaranty shall operate as a waiver thereof.
IN WITNESS WHEREOF, Xxxxxxxxx executes and delivers to
Ciralsky this Guaranty on January 12, 1998.
GUARANTOR
CONSOLIDATED CAPITAL OF NORTH
AMERICA, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Title: President
Ciralsky represents and warrants that all currently outstanding
obligations of Toledo Pickling & Steel Sales, Inc. and Toledo
Pickling Steel Group (collectively, "Toledo Pickling") to Blank
as of November 30, 1998 are fully accounted for on the November
30, 1998 Balance Sheet of Toledo Pickling & Steel Sales, Inc.
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
