INDIVIDUAL GUARANTY
1. To induce Independent Resources, Inc. (herein called "I.R.") to accept and
enter into a Loan and Security Agreement dated December 23, 1996 and numbered
207-02 (herein collectively called the "Agreements") with New York Skyline,
Inc. (herein called the "Obligor"), the undersigned:
(a) Unconditionally and irrevocably guarantees to I.R. the prompt
payment in full of all indebtedness and obligations of every kind
and nature now and hereafter owing by the Obligor to I.R. under
the Agreements as well as any other obligations and indebtedness
which the Obligor now owes or may hereafter incur to I.R. under
any other agreements or by reason of any financial accommodation
including, without limitation, leases of personal property and/or
notes and security agreements between I.R. and the Obligor
whether now existing or made after the date hereof, whether or
not presently contemplated;
(b) Unconditionally and irrevocably guarantees to I.R. the prompt,
full and faithful performance and discharge by the Obligor of
each and every term, condition, agreement, and warranty to be
performed by the Obligor under the Agreements or any
modifications or amendments thereof or under any other documents
or instruments evidencing any other financial accommodation
between I.R. and the Obligor; and
(c) Unconditionally and irrevocably agrees to reimburse I.R. for all
expenses, costs and reasonable attorney's fees incurred by it in
enforcing any of its rights and remedies against the Obligor
and/or the undersigned or any other person or concern liable
thereon.
2. The undersigned agrees to pay all of the foregoing amounts and perform all of
the foregoing obligations notwithstanding that any part or all of the
Agreements or any other agreements or financial accommodation shall be void
or voidable or unenforceable as against the Obligor or any of the Obligor's
creditors, including a trustee in bankruptcy or receiver of Obligor, by
reason of any fact or circumstance, including, without limitation, failure of
any person to file any document or to take any other action to make any of
the Agreements or any financial accommodation enforceable in accordance with
their respective terms. The liability of the undersigned shall be an absolute
and primary obligation of payment and I.R. shall not be required to first (i)
proceed against the Obligor; (ii) proceed against or exhaust any security
held from the Obligor or any guarantor; or (iii) pursue any other remedies it
may have, including remedies against other guarantors.
3. The undersigned waives notice of acceptance hereof, and of all notices and
demands of any kind to which the undersigned may be entitled, including,
without limitation, demands of payment and notices of nonpayment, default,
protest and dishonor to the undersigned or the Obligor or to the makers or
endorsers of any notes or other instruments for which the undersigned may be
liable hereunder. The undersigned further waives notice of and hereby
consents to any agreement or arrangement for payment, extension,
subordination, moratoria, composition, discharge or release of the whole or
any part of the Obligor's obligations under the Agreements or any other
agreement or financial accommodation, the release of other guarantors or the
compromise of their obligations and the change in location or release of any
equipment or collateral or the taking of a security interest in any
additional or substituted equipment or collateral; and none of the same shall
in any way impair the undersigned's liability hereunder. I.R. shall be under
no obligation to insure, protect or otherwise preserve the equipment or any
other collateral which may secure any indebtedness guaranteed hereunder.
4. All sums at any time to the undersigned's credit and any of the undersigned's
property at any time in I.R.'s possession may be held by I.R. as security for
all of undersigned's obligations hereunder.
5. This Guaranty will continue to be effective or will be reinstated, as the
case may be, if at any time any payment made to I.R. is rescinded or must be
returned upon the insolvency, bankruptcy, or reorganization of the Obligor,
or otherwise, as if such payment had not been made. The undersigned expressly
waives any and all rights of subrogation, reimbursement, indemnity,
exoneration or any other claim which the undersigned may now or hereafter
have against the Obligor for the obligations guaranteed hereunder or against
or with respect to the property of the Obligor arising from the existence or
performance of this Guaranty.
6. This guaranty shall not be discharged or otherwise affected by the death,
incompetence or insolvency of the undersigned and shall be binding on the
undersigned's heirs, executors and administrators.
7. This guaranty is a continuing guaranty and shall continue in full force and
effect until terminated by the actual receipt by I.R. or its assignee of
written notice of termination from the undersigned. Such termination shall be
applicable only to transactions having their inception thereafter, and rights
and obligations arising out of transactions having their inception prior to
receipt of such termination shall not be affected.
8. The undersigned waives all right to a trial by jury in any action or
proceeding based hereon. This guaranty is assignable by I.R., in whole or
part, and may be subsequently further assigned by such assignees, all without
notice to the undersigned. Any assignee of I.R. and all subsequent assignees
shall have all of the rights of I.R. hereunder and may enforce this guaranty
with the same force and effect as if such guaranty were given to such
assignee in the first instance. The invalidity, illegality or
unenforceability of any provision of this guaranty shall not affect the
validity, legality or enforceability of any of its other provisions. Legal
rights and obligations hereunder shall be determined in accordance with the
laws of the State of Connecticut.
9. Anything in this guaranty to the contrary notwithstanding, the liability of
this guaranty shall be limited to $750,000.00 upon the occurrence of an Event
of Default plus the costs and expenses incurred by I.R. in enforcing this
guaranty pursuant to the Paragraph 1(c) above.
Executed this _____ day of ____________________, 1996.
__________________________
Xxxxxx Xxxxxx
______________________________ 0000 00xx Xxxxxx
XXXXXXX Xxxxxxxx, XX 00000
S.S. ####-##-####
INDIVIDUAL GUARANTY
1. To induce Independent Resources, Inc. (herein called "I.R.") to accept and
enter into a Loan and Security Agreement dated December 3, 1996 and numbered
207-03 (herein collectively called the "Agreements") with Skyline Virtual
Reality, Inc. (herein called the "Obligor"), the undersigned:
(a) Unconditionally and irrevocably guarantees to I.R. the prompt
payment in full of all indebtedness and obligations of every kind
and nature now and hereafter owing by the Obligor to I.R. under
the Agreements as well as any other obligations and indebtedness
which the Obligor now owes or may hereafter incur to I.R. under
any other agreements or by reason of any financial accommodation
including, without limitation, leases of personal property and/or
notes and security agreements between I.R. and the Obligor
whether now existing or made after the date hereof, whether or
not presently contemplated;
(b) Unconditionally and irrevocably guarantees to I.R. the prompt,
full and faithful performance and discharge by the Obligor of
each and every term, condition, agreement, and warranty to be
performed by the Obligor under the Agreements or any
modifications or amendments thereof or under any other documents
or instruments evidencing any other financial accommodation
between I.R. and the Obligor; and
(c) Unconditionally and irrevocably agrees to reimburse I.R. for all
expenses, costs and reasonable attorney's fees incurred by it in
enforcing any of its rights and remedies against the Obligor
and/or the undersigned or any other person or concern liable
thereon.
2. The undersigned agrees to pay all of the foregoing amounts and perform all of
the foregoing obligations notwithstanding that any part or all of the
Agreements or any other agreements or financial accommodation shall be void
or voidable or unenforceable as against the Obligor or any of the Obligor's
creditors, including a trustee in bankruptcy or receiver of Obligor, by
reason of any fact or circumstance, including, without limitation, failure of
any person to file any document or to take any other action to make any of
the Agreements or any financial accommodation enforceable in accordance with
their respective terms. The liability of the undersigned shall be an absolute
and primary obligation of payment and I.R. shall not be required to first (i)
proceed against the Obligor; (ii) proceed against or exhaust any security
held from the Obligor or any guarantor; or (iii) pursue any other remedies it
may have, including remedies against other guarantors.
3. The undersigned waives notice of acceptance hereof, and of all notices and
demands of any kind to which the undersigned may be entitled, including,
without limitation, demands of payment and notices of nonpayment, default,
protest and dishonor to the undersigned or the Obligor or to the makers or
endorsers of any notes or other instruments for which the undersigned may be
liable hereunder. The undersigned further waives notice of and hereby
consents to any agreement or arrangement for payment, extension,
subordination, moratoria, composition, discharge or release of the whole or
any part of the Obligor's obligations under the Agreements or any other
agreement or financial accommodation, the release of other guarantors or the
compromise of their obligations and the change in location or release of any
equipment or collateral or the taking of a security interest in any
additional or substituted equipment or collateral; and none of the same shall
in any way impair the undersigned's liability hereunder. I.R. shall be under
no obligation to insure, protect or otherwise preserve the equipment or any
other collateral which may secure any indebtedness guaranteed hereunder.
4. All sums at any time to the undersigned's credit and any of the undersigned's
property at any time in I.R.'s possession may be held by I.R. as security for
all of undersigned's obligations hereunder.
5. This Guaranty will continue to be effective or will be reinstated, as the
case may be, if at any time any payment made to I.R. is rescinded or must be
returned upon the insolvency, bankruptcy, or reorganization of the Obligor,
or otherwise, as if such payment had not been made. The undersigned expressly
waives any and all rights of subrogation, reimbursement, indemnity,
exoneration or any other claim which the undersigned may now or hereafter
have against the Obligor for the obligations guaranteed hereunder or against
or with respect to the property of the Obligor arising from the existence or
performance of this Guaranty.
6. This guaranty shall not be discharged or otherwise affected by the death,
incompetence or insolvency of the undersigned and shall be binding on the
undersigned's heirs, executors and administrators.
7. This guaranty is a continuing guaranty and shall continue in full force and
effect until terminated by the actual receipt by I.R. or its assignee of
written notice of termination from the undersigned. Such termination shall be
applicable only to transactions having their inception thereafter, and rights
and obligations arising out of transactions having their inception prior to
receipt of such termination shall not be affected.
8. The undersigned waives all right to a trial by jury in any action or
proceeding based hereon. This guaranty is assignable by I.R., in whole or
part, and may be subsequently further assigned by such assignees, all without
notice to the undersigned. Any assignee of I.R. and all subsequent assignees
shall have all of the rights of I.R. hereunder and may enforce this guaranty
with the same force and effect as if such guaranty were given to such
assignee in the first instance. The invalidity, illegality or
unenforceability of any provision of this guaranty shall not affect the
validity, legality or enforceability of any of its other provisions. Legal
rights and obligations hereunder shall be determined in accordance with the
laws of the State of Connecticut.
9. Anything in this guaranty to the contrary notwithstanding, the liability of
this guaranty shall be limited to $250,000.00 upon the occurrence of an Event
of Default plus the costs and expenses incurred by I.R. in enforcing this
guaranty pursuant to the Paragraph 1(c) above.
Executed this _____ day of ____________________, 1996.
__________________________
Xxxxxx Xxxxxx
______________________________ 0000 00xx Xxxxxx
XXXXXXX Xxxxxxxx, XX 00000
S.S. ####-##-####
INDIVIDUAL GUARANTY
1. To induce Independent Resources, Inc. (herein called "I.R.") to accept and
enter into a Loan and Security Agreement dated December 4, 1996 and numbered
207-04 (herein collectively called the "Agreements") with Skyline Virtual
Reality, Inc. (herein called the "Obligor"), the undersigned:
(a) Unconditionally and irrevocably guarantees to I.R. the prompt
payment in full of all indebtedness and obligations of every kind
and nature now and hereafter owing by the Obligor to I.R. under
the Agreements as well as any other obligations and indebtedness
which the Obligor now owes or may hereafter incur to I.R. under
any other agreements or by reason of any financial accommodation
including, without limitation, leases of personal property and/or
notes and security agreements between I.R. and the Obligor
whether now existing or made after the date hereof, whether or
not presently contemplated;
(b) Unconditionally and irrevocably guarantees to I.R. the prompt,
full and faithful performance and discharge by the Obligor of
each and every term, condition, agreement, and warranty to be
performed by the Obligor under the Agreements or any
modifications or amendments thereof or under any other documents
or instruments evidencing any other financial accommodation
between I.R. and the Obligor; and
(c) Unconditionally and irrevocably agrees to reimburse I.R. for all
expenses, costs and reasonable attorney's fees incurred by it in
enforcing any of its rights and remedies against the Obligor
and/or the undersigned or any other person or concern liable
thereon.
2. The undersigned agrees to pay all of the foregoing amounts and perform all of
the foregoing obligations notwithstanding that any part or all of the
Agreements or any other agreements or financial accommodation shall be void
or voidable or unenforceable as against the Obligor or any of the Obligor's
creditors, including a trustee in bankruptcy or receiver of Obligor, by
reason of any fact or circumstance, including, without limitation, failure of
any person to file any document or to take any other action to make any of
the Agreements or any financial accommodation enforceable in accordance with
their respective terms. The liability of the undersigned shall be an absolute
and primary obligation of payment and I.R. shall not be required to first (i)
proceed against the Obligor; (ii) proceed against or exhaust any security
held from the Obligor or any guarantor; or (iii) pursue any other remedies it
may have, including remedies against other guarantors.
3. The undersigned waives notice of acceptance hereof, and of all notices and
demands of any kind to which the undersigned may be entitled, including,
without limitation, demands of payment and notices of nonpayment, default,
protest and dishonor to the undersigned or the Obligor or to the makers or
endorsers of any notes or other instruments for which the undersigned may be
liable hereunder. The undersigned further waives notice of and hereby
consents to any agreement or arrangement for payment, extension,
subordination, moratoria, composition, discharge or release of the whole or
any part of the Obligor's obligations under the Agreements or any other
agreement or financial accommodation, the release of other guarantors or the
compromise of their obligations and the change in location or release of any
equipment or collateral or the taking of a security interest in any
additional or substituted equipment or collateral; and none of the same shall
in any way impair the undersigned's liability hereunder. I.R. shall be under
no obligation to insure, protect or otherwise preserve the equipment or any
other collateral which may secure any indebtedness guaranteed hereunder.
4. All sums at any time to the undersigned's credit and any of the undersigned's
property at any time in I.R.'s possession may be held by I.R. as security for
all of undersigned's obligations hereunder.
5. This Guaranty will continue to be effective or will be reinstated, as the
case may be, if at any time any payment made to I.R. is rescinded or must be
returned upon the insolvency, bankruptcy, or reorganization of the Obligor,
or otherwise, as if such payment had not been made. The undersigned expressly
waives any and all rights of subrogation, reimbursement, indemnity,
exoneration or any other claim which the undersigned may now or hereafter
have against the Obligor for the obligations guaranteed hereunder or against
or with respect to the property of the Obligor arising from the existence or
performance of this Guaranty.
6. This guaranty shall not be discharged or otherwise affected by the death,
incompetence or insolvency of the undersigned and shall be binding on the
undersigned's heirs, executors and administrators.
7. This guaranty is a continuing guaranty and shall continue in full force and
effect until terminated by the actual receipt by I.R. or its assignee of
written notice of termination from the undersigned. Such termination shall be
applicable only to transactions having their inception thereafter, and rights
and obligations arising out of transactions having their inception prior to
receipt of such termination shall not be affected.
8. The undersigned waives all right to a trial by jury in any action or
proceeding based hereon. This guaranty is assignable by I.R., in whole or
part, and may be subsequently further assigned by such assignees, all without
notice to the undersigned. Any assignee of I.R. and all subsequent assignees
shall have all of the rights of I.R. hereunder and may enforce this guaranty
with the same force and effect as if such guaranty were given to such
assignee in the first instance. The invalidity, illegality or
unenforceability of any provision of this guaranty shall not affect the
validity, legality or enforceability of any of its other provisions. Legal
rights and obligations hereunder shall be determined in accordance with the
laws of the State of Connecticut.
9. Anything in this guaranty to the contrary notwithstanding, the liability of
this guaranty shall be limited to $250,000.00 upon the occurrence of an Event
of Default plus the costs and expenses incurred by I.R. in enforcing this
guaranty pursuant to the Paragraph 1(c) above.
Executed this _____ day of ____________________, 199_.
__________________________
Xxxxxx Xxxxxx
______________________________ 0000 00xx Xxxxxx
XXXXXXX Xxxxxxxx, XX 00000
S.S. ####-##-####
