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EXHIBIT 10.47
CONTINUING GUARANTY
THIS CONTINUING GUARANTY ("Guaranty"), dated as of April 22, 1999, is
executed and delivered by LEISURE EXPRESS CRUISE, L.L.C., a Colorado limited
liability company ("Guarantor"), in favor of FOOTHILL CAPITAL CORPORATION, a
California corporation ("Foothill"), with reference to the following:
RECITALS
A. Leisure Time Cruise Corporation, a Colorado corporation ("Cruise
Corporation"), and Foothill have previously entered into the Cruise Corporation
Documents (as defined below);
B. Florida Casino Cruises, Inc., a Georgia corporation ("Florida
Casino"; Cruise Corporation and Florida Casino are sometimes referred to herein
individually as a "Borrower" and collectively as the "Borrowers"), is
contemporaneously herewith, entering into the Florida Casino Documents (as
defined below) with Foothill; and
C. In order to induce Foothill to extend financial accommodations to
Borrowers concurrently herewith, and in consideration thereof, and in
consideration of any loans or other financial accommodations heretofore or
hereafter extended by Foothill to Borrowers, Guarantor has agreed to guarantee
the Guaranteed Obligations (defined below).
NOW, THEREFORE, in consideration of the foregoing, Guarantor hereby
agrees, in favor of Foothill, as follows:
1. Definitions and Construction.
(a) Definitions. The following terms, as used in this Guaranty,
shall have the following meanings:
"Bankruptcy Code" means The Bankruptcy Reform Act of 1978 (11
U.S.C. Sections 101-1330), as amended or supplemented from time to time, and
any successor statute, and any and all rules issued or promulgated in
connection therewith.
"Cruise Corporation Documents" shall mean that certain Security
Agreement, dated October 9, 1998, as amended, between Foothill and Cruise
Corporation, that certain Secured Promissory Note in the principal amount of
THREE MILLION DOLLARS ($3,000,000) issued by Cruise Corporation in connection
therewith, and those documents, instruments, and agreements which either now or
in the future exist among Cruise Corporation, Guarantor, or any affiliate of
Cruise Corporation, on the one hand, and Foothill, on the other hand, and any
amendments, modifications, or supplements to any of the foregoing.
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"Florida Casino Documents" shall mean that certain Security
Agreement, of even date herewith, between Foothill and Florida Casino, that
certain Secured Promissory Note in the principal amount of THREE MILLION TWO
HUNDRED TWENTY FIVE THOUSAND DOLLARS ($3,225,000) issued by Florida Casino in
connection therewith, that certain First Preferred Ship Mortgage by Florida
Casino in favor of Foothill, and those documents, instruments, and agreements
which either now or in the future exist among Florida Casino, Guarantor, or any
affiliate of Florida Casino, on the one hand, and Foothill, on the other hand,
and any amendments, modifications, or supplements to any of the foregoing.
"Guaranteed Obligations" means any and all obligations,
indebtedness, or liabilities of any kind or character owed by each Borrower to
Foothill including all such obligations, indebtedness, or liabilities, whether
for principal, interest (including any interest which, but for the application
of the provisions of the Bankruptcy Code, would have accrued on such amounts),
premium, reimbursement obligations, fees, costs, expenses (including,
attorneys' fees), or indemnity obligations, whether heretofore, now, or
hereafter made, incurred, or created, whether voluntarily or involuntarily
made, incurred, or created, whether secured or unsecured (and if secured,
regardless of the nature or extent of the security), whether absolute or
contingent, liquidated or unliquidated, determined or indeterminate, whether
such Borrower is liable individually or jointly with others, and whether
recovery is or hereafter becomes barred by any statute of limitations or
otherwise becomes unenforceable for any reason whatsoever, including any act or
failure to act by Foothill.
"Loan Documents" shall mean, collectively, the Cruise
Corporation Documents and the Florida Casino Documents.
(b) Construction. Unless the context of this Guaranty clearly
requires otherwise, references to the plural include the singular, references
to the singular include the plural, and the term "including" is not limiting.
The words "hereof," "herein," "hereby," "hereunder," and other similar terms
refer to this Guaranty as a whole and not to any particular provision of this
Guaranty. Any reference herein to any of the Loan Documents includes any and
all alterations, amendments, extensions, modifications, renewals, or
supplements thereto or thereof, as applicable. Neither this Guaranty nor any
uncertainty or ambiguity herein shall be construed or resolved against Foothill
or Guarantor, whether under any rule of construction or otherwise. On the
contrary, this Guaranty has been reviewed by Guarantor, Foothill, and their
respective counsel, and shall be construed and interpreted according to the
ordinary meaning of the words used so as to fairly accomplish the purposes and
intentions of Foothill and Guarantor.
2. Guaranteed Obligations. Guarantor hereby irrevocably and
unconditionally guarantees to Foothill, as and for its own debt, until final
and indefeasible
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payment thereof has been made, (a) payment of the Guaranteed Obligations, in
each case when and as the same shall become due and payable, whether at
maturity, pursuant to a mandatory prepayment requirement, by acceleration, or
otherwise; it being the intent of Guarantor that the guaranty set forth herein
shall be a guaranty of payment and not a guaranty of collection; and (b) the
punctual and faithful performance, keeping, observance, and fulfillment by each
Borrower of all of the agreements, conditions, covenants, and obligations of
such Borrower contained in the Loan Documents.
3. Continuing Guaranty. This Guaranty includes Guaranteed Obligations
arising under successive transactions continuing, compromising, extending,
increasing, modifying, releasing, or renewing the Guaranteed Obligations,
changing the interest rate, payment terms, or other terms and conditions
thereof, or creating new or additional Guaranteed Obligations after prior
Guaranteed Obligations have been satisfied in whole or in part. To the maximum
extent permitted by law, Guarantor hereby waives any right to revoke this
Guaranty as to future indebtedness. If such a revocation is effective
notwithstanding the foregoing waiver, Guarantor acknowledges and agrees that
(a) no such revocation shall be effective until written notice thereof has been
received by Foothill, (b) no such revocation shall apply to any Guaranteed
Obligations in existence on such date (including, any subsequent continuation,
extension, or renewal thereof, or change in the interest rate, payment terms,
or other terms and conditions thereof), (c) no such revocation shall apply to
any Guaranteed Obligations made or created after such date to the extent made
or created pursuant to a legally binding commitment of Foothill in existence on
the date of such revocation, (d) no payment by Guarantor, a Borrower, or from
any other source, prior to the date of such revocation shall reduce the maximum
obligation of Guarantor hereunder, and (e) any payment by Borrower or from any
source other than Guarantor, subsequent to the date of such revocation, shall
first be applied to that portion of the Guaranteed Obligations as to which the
revocation is effective and which are not, therefore, guaranteed hereunder, and
to the extent so applied shall not reduce the maximum obligation of Guarantor
hereunder.
4. Performance Under This Guaranty. In the event that a Borrower fails
to make any payment of any Guaranteed Obligations on or before the due date
thereof, or if a Borrower shall fail to perform, keep, observe, or fulfill any
other obligation referred to in clause (b) of Section 2 hereof in the manner
provided in the Loan Documents, Guarantor immediately shall cause such payment
to be made or each of such obligations to be performed, kept, observed, or
fulfilled.
5. Primary Obligations. This Guaranty is a primary and original
obligation of Guarantor, is not merely the creation of a surety relationship,
and is an absolute, unconditional, and continuing guaranty of payment and
performance which shall remain in full force and effect without respect to
future changes in conditions, including any change of law or any invalidity or
irregularity with respect to the Loan Documents. Guarantor agrees that it is
directly, jointly and severally with any other guarantor of the Guaranteed
Obligations, liable to Foothill, that the obligations of Guarantor hereunder
are independent of the obligations of
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Borrowers or any other guarantor, and that a separate action may be brought
against Guarantor whether such action is brought against a Borrower or any
other guarantor or whether such Borrower or any such other guarantor is joined
in such action. Guarantor agrees that its liability hereunder shall be
immediate and shall not be contingent upon the exercise or enforcement by
Foothill of whatever remedies it may have against a Borrower or any other
guarantor, or the enforcement of any lien or realization upon any security
Foothill may at any time possess. Guarantor agrees that any release which may
be given by Foothill to a Borrower or any other guarantor shall not release
Guarantor. Guarantor consents and agrees that Foothill shall be under no
obligation to marshal any assets of Borrowers or any other guarantor in favor
of Guarantor, or against or in payment of any or all of the Guaranteed
Obligations.
6. Waivers.
(a) To the maximum extent permitted by law, Guarantor hereby
waives: (1) notice of acceptance hereof; (2) notice of any loans or other
financial accommodations made or extended under the Loan Documents or the
creation or existence of any Guaranteed Obligations; (3) notice of the amount
of the Guaranteed Obligations, subject, however, to Guarantor's right to make
inquiry of Foothill to ascertain the amount of the Guaranteed Obligations at
any reasonable time; (4) notice of any adverse change in the financial
condition of either Borrower or of any other fact that might increase
Guarantor's risk hereunder; (5) notice of presentment for payment, demand,
protest, and notice thereof as to any promissory notes or other instruments
among the Loan Documents; (6) notice of any event of default under the Loan
Documents; and (7) all other notices (except if such notice is specifically
required to be given to Guarantor hereunder or under any Loan Document to which
Guarantor is a party) and demands to which Guarantor might otherwise be
entitled.
(b) To the maximum extent permitted by law, Guarantor hereby waives
the right by statute or otherwise to require Foothill to institute suit against
a Borrower or to exhaust any rights and remedies which Foothill has or may have
against such Borrower. In this regard, Guarantor agrees that it is bound to the
payment of all Guaranteed Obligations, whether now existing or hereafter
accruing, as fully as if such Guaranteed Obligations were directly owing to
Foothill by Guarantor. Guarantor further waives any defense arising by reason
of any disability or other defense (other than the defense that the Guaranteed
Obligations shall have been fully and finally performed and indefeasibly paid)
of a Borrower or by reason of the cessation from any cause whatsoever of the
liability of such Borrower in respect thereof.
(c) To the maximum extent permitted by law, Guarantor hereby
waives: (1) any rights to assert against Foothill any defense (legal or
equitable), set-off, counterclaim, or claim which Guarantor may now or at any
time hereafter have against a Borrower or any other party liable to Foothill;
(2) any defense, set-off, counterclaim, or claim, of any kind or nature,
arising directly or indirectly from the present or future lack of perfection,
sufficiency, validity, or enforceability of the Guaranteed Obligations or any
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security therefor; (3) any defense based upon or arising out of an election of
remedies by Foothill including any defense based upon an election of remedies
by Foothill under the provisions of Sections 580d and 726 of the California
Code of Civil Procedure, or any similar law of California or any other
jurisdiction; (4) the benefit of any statute of limitations affecting
Guarantor's liability hereunder or the enforcement thereof, and any act which
shall defer or delay the operation of any statute of limitations applicable to
the Guaranteed Obligations shall similarly operate to defer or delay the
operation of such statute of limitations applicable to Guarantor's liability
hereunder; (5) all rights and defenses arising out of an election of remedies
by Foothill, even though that election of remedies, such as nonjudicial
foreclosure with respect to security for the Guaranteed Obligations, has
destroyed the Guarantors' rights of subrogation and reimbursement against a
Borrower by the operation of Section 580d of the California Code of Civil
Procedure or otherwise; and (6) all rights and defenses that Guarantor may have
because the Guaranteed Obligations are secured by real property or an estate
for years. As to clause "(6)" of this paragraph 6(c), this waiver means, among
other things: (i) Foothill may collect from Guarantor without first foreclosing
on any real or personal property collateral pledged by a Borrower; and (ii) if
Foothill forecloses on any real property (or an estate for years) pledged by
such Borrower: (A) the amount of the Guaranteed Obligations may be reduced only
by the price for which that collateral is sold at the foreclosure sale, even if
the collateral is worth more than the sale price, and (B) Foothill may collect
from Guarantor even if Foothill, by foreclosing on the real property
collateral, has destroyed any right Guarantor may have to collect from such
Borrower. The waiver in clause "(6)" of this paragraph 6(c) is an unconditional
and irrevocable waiver of any rights and defenses that Guarantor may have
because either Borrower's debt is secured by real property or an estate for
years. These rights and defenses include, but are not limited to, any rights or
defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of
Civil Procedure.
(d) To the maximum extent permitted by law, Guarantor hereby waives
any right of subrogation or reimbursement Guarantor has or may have as against
Borrowers with respect to the Guaranteed Obligations. In addition, Guarantor
hereby waives any right to proceed against either Borrower, now or hereafter,
for contribution, indemnity, reimbursement, and any other suretyship rights and
claims, whether direct or indirect, liquidated or contingent, whether arising
under express or implied contract or by operation of law, which Guarantor may
now have or hereafter have as against such Borrower with respect to the
Guaranteed Obligations. Guarantor also hereby waives any rights to recourse to
or with respect to any asset of either Borrower. Guarantor agrees that in light
of the immediately foregoing waivers, the execution of this Guaranty shall not
be deemed to make Guarantor a "creditor" of either Borrower, and that for
purposes of Sections 547 and 550 of the Bankruptcy Code Guarantor shall not be
deemed a "creditor" of either Borrower.
(e) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER
PROVISION SET FORTH IN THIS GUARANTY, GUARANTOR HEREBY WAIVES, TO THE MAXIMUM
EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS, BENEFITS, SANCTIONS, OR DEFENSES
ARISING DIRECTLY OR
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INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2787 TO
2855, INCLUSIVE, CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580c,
580d, AND 726, AND CHAPTER 2 OF TITLE 14 OF THE CALIFORNIA CIVIL CODE.
7. Releases. Guarantor consents and agrees that, without notice to or
by Guarantor and without affecting or impairing the obligations of Guarantor
hereunder, Foothill may, by action or inaction:
(a) compromise, settle, extend the duration or the time for the
payment of, or discharge the performance of, or may refuse to or otherwise not
enforce the Loan Documents;
(b) release all or any one or more parties to any one or more of
the Loan Documents or grant other indulgences to either Borrower in respect
thereof;
(c) amend or modify in any manner and at any time (or from time to
time) any of the Loan Documents;
(d) increase or decrease at any time (or from time to time) the
amount of the Guaranteed Obligations, the amount or rate of interest applicable
thereto, and/or the amount of fees or other charges imposed in connection
therewith; or
(e) release or substitute any other guarantor, if any, of the
Guaranteed Obligations, or enforce, exchange, release, or waive any security
for the Guaranteed Obligations or any other guaranty of the Guaranteed
Obligations, or any portion thereof.
8. No Election. Foothill shall have the right to seek recourse against
Guarantor to the fullest extent provided for herein, and no election by
Foothill to proceed in one form of action or proceeding, or against any party,
or on any obligation, shall constitute a waiver of Foothill's right to proceed
in any other form of action or proceeding or against other parties unless
Foothill has expressly waived such right in writing. Specifically, but without
limiting the generality of the foregoing, no action or proceeding by Foothill
under any document or instrument evidencing the Guaranteed Obligations shall
serve to diminish the liability of Guarantor under this Guaranty except to the
extent that Foothill finally and unconditionally shall have realized
indefeasible payment by such action or proceeding.
9. Indefeasible Payment. The Guaranteed Obligations shall not be
considered indefeasibly paid for purposes of this Guaranty unless and until all
payments to Foothill are no longer subject to any right on the part of any
person, including each Borrower, a Borrower as a debtor in possession, or any
trustee (whether appointed under the Bankruptcy Code or otherwise) of either
Borrower's assets to invalidate or set aside such payments or to
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seek to recoup the amount of such payments or any portion thereof, or to
declare same to be fraudulent or preferential. Until such full and final
performance and indefeasible payment of the Guaranteed Obligations whether by
Guarantor or a Borrower, Foothill shall have no obligation whatsoever to
transfer or assign its interest in the Loan Documents to Guarantor. In the
event that, for any reason, any portion of such payments to Foothill is set
aside or restored, whether voluntarily or involuntarily, after the making
thereof, then the obligation intended to be satisfied thereby shall be revived
and continued in full force and effect as if said payment or payments had not
been made, and Guarantor shall be liable for the full amount Foothill is
required to repay plus any and all costs and expenses (including attorneys'
fees) paid by Foothill in connection therewith.
10. Financial Condition of Borrowers. Guarantor represents and
warrants to Foothill that Guarantor is currently informed of the financial
condition of each Borrower and of all other circumstances which a diligent
inquiry would reveal and which bear upon the risk of nonpayment of the
Guaranteed Obligations. Guarantor further represents and warrants to Foothill
that Guarantor has read and understands the terms and conditions of the Loan
Documents. Guarantor hereby covenants that Guarantor will continue to keep
informed of each Borrower's financial condition, the financial condition of
other guarantors, if any, and of all other circumstances which bear upon the
risk of nonpayment or nonperformance of the Guaranteed Obligations.
11. Subordination. Guarantor hereby agrees that any and all present
and future indebtedness of each Borrower owing to Guarantor is postponed in
favor of and subordinated to payment, in full, in cash, of the Guaranteed
Obligations. In this regard, no payment of any kind whatsoever shall be made
with respect to such indebtedness until the Guaranteed Obligations have been
indefeasibly paid in full.
12. Payments; Application. All payments to be made hereunder by
Guarantor shall be made in lawful money of the United States of America at the
time of payment, shall be made in immediately available funds, and shall be
made without deduction (whether for taxes or otherwise) or offset. All payments
made by Guarantor hereunder shall be applied as follows: first, to all costs
and expenses (including attorneys' fees) incurred by Foothill in enforcing this
Guaranty or in collecting the Guaranteed Obligations; second, to all accrued
and unpaid interest, premium, if any, and fees owing to Foothill constituting
Guaranteed Obligations; and third, to the balance of the Guaranteed
Obligations.
13. Attorneys' Fees and Costs. Guarantor agrees to pay, on demand, all
reasonable attorneys' fees and all other costs and expenses which may be
incurred by Foothill in the enforcement of this Guaranty or in any way arising
out of, or consequential to the protection, assertion, or enforcement of the
Guaranteed Obligations (or any security therefor), whether or not suit is
brought.
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14. Indemnification. Guarantor agrees to indemnify Foothill and hold
Foothill harmless against all obligations, demands, or liabilities asserted by
any party and against all losses in any way suffered, incurred, or paid by
Foothill as a result of or in any way arising out of, following, or
consequential to Foothill's transactions with either Borrower.
15. Notices. All notices or demands by Guarantor or Foothill to the
other relating to this Guaranty shall be in writing and either personally
served or sent by registered or certified mail, postage prepaid, return receipt
requested, or by prepaid telex, telefacsimile, or telegram, and shall be deemed
to be given for purposes of this Guaranty on the day that such writing is
received by the party to whom it is sent. Unless otherwise specified in a
notice sent or delivered in accordance with the provisions of this section,
such writing shall be sent, if to Guarantor, at Guarantor's address set forth
on the signature page hereof, and if to Foothill, then as follows:
Foothill Capital Corporation
00000 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attn: Small Business Lending Division
16. Cumulative Remedies. No remedy under this Guaranty or under any
Loan Document is intended to be exclusive of any other remedy, but each and
every remedy shall be cumulative and in addition to any and every other remedy
given hereunder or under any Loan Document, and those provided by law or in
equity. No delay or omission by Foothill to exercise any right under this
Guaranty shall impair any such right nor be construed to be a waiver thereof.
No failure on the part of Foothill to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right.
17. Books and Records. Guarantor agrees that Foothill's books and
records showing the account between Foothill and either Borrower shall be
admissible in any action or proceeding and shall be binding upon Guarantor for
the purpose of establishing the items therein set forth and shall constitute
prima facie proof thereof.
18. Severability of Provisions. Any provision of this Guaranty which
is prohibited or unenforceable under applicable law, shall be ineffective to
the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof.
19. Entire Agreement; Amendments. This Guaranty constitutes the entire
agreement between Guarantor and Foothill pertaining to the subject matter
contained herein. This Guaranty may not be altered, amended, or modified, nor
may any provision hereof be waived or noncompliance therewith consented to,
except by means of a writing executed by both Guarantor and Foothill. Any such
alteration, amendment, modification, waiver, or
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consent shall be effective only to the extent specified therein and for the
specific purpose for which given. No course of dealing and no delay or waiver
of any right or default under this Guaranty shall be deemed a waiver of any
other, similar or dissimilar right or default or otherwise prejudice the rights
and remedies hereunder.
20. Successors and Assigns. The death of Guarantor shall not terminate
this Guaranty. This Guaranty shall be binding upon Guarantor's heirs,
executors, administrators, representatives, successors, and assigns and shall
inure to the benefit of the successors and assigns of Foothill; provided,
however, Guarantor shall not assign this Guaranty or delegate any of its duties
hereunder without Foothill's prior written consent. Any assignment without the
consent of Foothill shall be absolutely void. In the event of any assignment or
other transfer of rights by Foothill, the rights and benefits herein conferred
upon Foothill shall automatically extend to and be vested in such assignee or
other transferee.
21. Separate Property. Any married individual who signs this Guaranty
in his or her individual capacity hereby expressly agrees that recourse may be
had against his or her separate property for all Guaranteed Obligations
hereunder.
22. Choice of Law and Venue. THE VALIDITY OF THIS GUARANTY, ITS
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF GUARANTOR AND
FOOTHILL, SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUARANTOR HEREBY
AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS GUARANTY
SHALL BE TRIED AND DETERMINED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN
THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, OR, AT THE SOLE OPTION OF
FOOTHILL, IN ANY OTHER COURT IN WHICH FOOTHILL SHALL INITIATE LEGAL OR
EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER
IN CONTROVERSY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUARANTOR HEREBY
EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE WITH THIS SECTION.
23. Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW,
GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY ACTION,
CAUSE OF ACTION, CLAIM, DEMAND, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO
THIS GUARANTY, OR IN ANY WAY CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
DEALINGS OF GUARANTOR AND FOOTHILL WITH RESPECT TO THIS GUARANTY, OR THE
TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR
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OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUARANTOR HEREBY AGREES THAT
ANY SUCH ACTION, CAUSE OF ACTION, CLAIM, DEMAND, OR PROCEEDING SHALL BE DECIDED
BY A COURT TRIAL WITHOUT A JURY AND THAT FOOTHILL MAY FILE AN ORIGINAL
COUNTERPART OF THIS SECTION WITH ANY COURT OR OTHER TRIBUNAL AS WRITTEN
EVIDENCE OF THE CONSENT OF GUARANTOR TO THE WAIVER OF ITS RIGHT TO TRIAL BY
JURY.
IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty
as of the date set forth in the first paragraph hereof.
LEISURE EXPRESS CRUISE, L.L.C.,
a Colorado limited liability company
By: Leisure Time Cruise Corporation,
a Colorado corporation,
its managing member
By: /s/
------------------------------------
Print Name:
Title:
Guarantor's
Address: 0000 Xxxxxxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
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