Long John Silvers, Inc. v. Willingham et al

Filing 1

COMPLAINT against All Defendants Filing fee $ 350, receipt number 644-1280591., filed by Long John Silvers, Inc.. (Attachments: # 1 Cover Sheet, # 2 Exhibit A. Oracle Fran Ag part 1 & 2, # 3 Exhibit B. Broadway Fran Ag part 1 & 2, # 4 Exhibit C. Guaranty Agreements, # 5 Exhibit D. Conditional Reinstatement, # 6 Exhibit E. Default Ltrs, # 7 Exhibit F. Termination Ltr, # 8 Exhibit G. Bankruptcy Desist Ordr, # 9 Exhibit H. LJS Trademarks, # 10 Summons J. Willingham, # 11 Summons P. Willingham) (JSS)

o

"

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PERSONAL GUARANTY

In consideration

of, and as an inducement

SEAFOOD SHOPPES, LLC, ("Franchisee")
personally and unconditionally
that Franchisee

guarantees

shall punctually

Franchise Agreement.

Agreement

with SOUTHWEST

dated June 21, 2002, by Long John Silver's, Inc. ("LJS"), the undersigned
to LJS, its affiliates, successors, assigns, parent and its parent's

pay and perform

The undersigned

to, the execution of the Franchise

each and every undertaking,

further waives acceptance

notice of demand for payment of any indebtedness

agreement

hereby

other subsidiaries,

and covenant

set forth in the

and notice of acceptance of the foregoing undertakings;

or for performance

of any obligations

protest and

of obligations hereby guaranteed;

notice of default to any party with respect to the indebtedness or performance

hereby guaranteed;

any right he

or she may have to require that an action be brought against Franchisee or any other person as a condition of liability; and
any and all other notices and legal or equitable defenses to which he or she may be entitled.
and agrees that his or her direct and immediate liability under this Guaranty
render

any payment

punctually

or performance

required

under

Franchise

to do so; that such liability shall not be contingent

The undersigned

further consents

shall be joint and several; that he or she shall

Agreement

upon demand

or conditioned

if Franchisee

upon the pursuit

fails or refuses

of any remedies against

Franchisee or any other person; and that such liability shall Dot be diminished, relieved or otherwise affected by the extension
of time, credit or any other indulgence which LJS, its affiliates, successors, assigns, parent or its parent's

other subsidiaries,

may, from time to time, grant to Franchisee or to any other person, including, without limitation, the acceptance of any partial
payment or performance,
Guaranty.

This Guaranty

or the compromise or release of any claims, none of which shall in any way modify or amend this
shall continue and be irrevocable

extensions thereof, and Guarantor's

throughout

the term of the Franchise

Agreement

obligations hereunder shall not be diminished or affected by the termination

and any

or expiration

of the term of the Franchise Agreement.
IN WITNESS WHEREOF,

the undersigned

has executed this Agreement as of the same day and year as the above

n.t,.Wl3~xecuted.

GUARANTOR

---

"- -;

GUARANTOR'S

,

Southwest SeafoGd Sl1eJ31'es,LlC
4321 N. Bear Claw Way

---Ii::.

GUARANTOR'S

Exhibit B

MAILING ADDRESS:

lucson, Arizona 85749

".j[

SOCIAL SECURITY NUMBER

COMMONWEALTH OF KENTUCKY

)
)

COUNTY OF JEFFERSON

)
GUARANTY

For value received, the receipt and sufficiency of which is hereby acknowledged, and in order to induce Long
John Silver's, Inc. ("LIS"), a Delaware corporation and/or LJS Advertising, Inc., a Delaware corporation
(hereinafter referred to as "Obligees," whether one or both) to enter into certain Franchise Agreements, Advertising
Agreements, Leases, Subleases, Promissory Notes, Mortgages, Deeds of Trust, Security Agreements, or Contracts
and to do certain business with Southwest Seafood Shoppes, LLC (the "Obligor"), of
Tucson, Arizona, the undersigned (hereinafter referred to as the "Guarantors," whether one or more) jointly and
severally guarantee unconditionally and absolutely to Obligees that the Obligor will fully, promptly and faithfully
perform, pay and discharge all of the Obligor's present and future indebtedness or obligations to Obligees, whether
direct or indirect, absolute or contingent, primary or secondary, joint or several, and all renewals and extensions
thereof, including, but not limited to, any indebtedness or obligations arising by any terms, covenants or conditions
of any Franchise Agreements, Advertising Agreements, Leases, Subleases, Promissory Notes, Mortgages, Deeds of
Trust, Security Agreements, or Contracts between Obligees and the Obligor, including, without limitation, any
representations, warranties and indemnities contained in such Franchise Agreements, Advertising Agreements,
Leases, Subleases, Promissory Notes, Mortgages, Deeds of Trust, Security Agreements, or Contracts (collectively
the "Guaranteed Obligations"), relating to or arising out of the operation of a LJS outlet (hereinafter referred to as
the "Outlet") located at 7120 East Broadway, Tucson, AZ 85710.
In the event of default by the Obligor in performance, payment, or discharge of all or part of the Guaranteed
Obligations, the Guarantors, jointly and severally, shall, on demand and without further notice of dishonor or other
notice which may be required to be given by any statute or rule of law, perform, payor discharge such Guaranteed
Obligations and pay all losses, costs, and expenses which Obligees may suffer by reason of the default. Unless
otherwise required pursuant to the Guaranteed Obligations or otherwise directed by LJS, such performance, payment
or discharge shall be made at Obligees' main office in Louisville, Kentucky. Guarantors hereby severally waive
notice of acceptance of this Guaranty and all other notices in connection herewith or in connection with the
Guaranteed Obligations and waive diligence, presentment, demand protest and notice of non-payment, protest and
suit on the part of Obligees in the enforcement or collection of any of the Guaranteed Obligations and agree that
Obligees shall not be required first to endeavor to secure performance or discharge of or collect from the Obligor
any Guaranteed Obligations or to foreclose, proceed against or exhaust any collateral or security for any Guaranteed
Obligations, before requiring Guarantors, or any of them, to perform, payor discharge the full liability hereby
created. Suit may be brought and maintained against anyone or more of the Guarantors, at the election of Obligees,
without joinder of the Obligor or the other Guarantors as parties thereto. If Obligees institute and prevail in any
action at law or in equity against Guarantors based entirely or in part on the terms of this Agreement, Obligees shall
be entitled to recover, in addition to any judgment entered in their favor, reasonable attorney's fees, court costs and
all of Obligees' expenses in connection with the litigation. If Guarantors prevail in any such action instituted by
Obligees, they will be entitled to such fees, costs and expenses. Ifneither side prevails, each will bear his own costs.
Demand hereunder shall be deemed to have been made when made in person or mailed postage prepaid to the
respective Guarantors' most recent address on file with Obligees.
This Guaranty is continuing and shall continue to apply without regard to the form or amount of Guaranteed
Obligations which the Obligor may create, renew, extend or alter, in whole or in part, without notice to the
Guarantors.
Obligees may from time to time, at their discretion and with or without valuable consideration, surrender,
release, subordinate, exchange or alter any Guaranteed Obligation without affecting the liability of the Guarantors
under this Guaranty and this Guaranty shall continue effective notwithstanding any legal disability of the Obligor to
incur any Guaranteed Obligations. Any action or inaction by Obligees with regard to the Guaranteed Obligations or
this Guaranty shall not impair or diminish the obligations of the Guarantors hereunder. Obligees shall not be liable
for their failure to use diligence in the enforcement of collection of the Guaranteed Obligations or in preserving the
liability of any person liable thereon.

Exhibit B

Obligees are relying and are entitled to rely upon each and all of the provisions of this Guaranty; and accordingly if any
provision or provisions of this Guaranty should be held to be invalid or ineffective, then all other provisions shall continue in
full force and effect notwithstanding. This Guaranty is not intended and does not replace, cancel or otherwise modify or affect
any other guaranty of the Guarantors, or any of them, held by Obligees now or hereafter, relating to the Obligor or other
persons or entities.
Guarantors hereby unconditionally and absolutely guarantee the payment of all of said Guaranteed Obligations,
regardless of any act or omission of Obligees or any party with reference to any of said indebtedness or any security or rights
existing or to exist in connection therewith; and Guarantors agree that Obligees shall in no way be obligated to bring or
prosecute any action against Obligor of said Guaranteed Obligations or make any demand on Obligor or give any notice of any
kind to any party. Obligees shall not be liable or accountable in any respect, nor shall Guarantors have a right of recourse
against Obligees by reason of, any act or omission on the part of Obligees in connection with any of the matters herein
mentioned.
The amount of the maximum aggregate liability of the Guarantors under this Guaranty is the sum of Two Hundred-Fifty
Thousand and no/100 dollars ($250,000) and the date on which this Guaranty terminates is Twentv (20) years from the date
of execution set forth below, provided, however, that such termination shall not affect the liability of the Guarantors with
respect to:
(1) Guaranteed Obligations created or incurred prior to such date; or
(2) Extensions or renewals of, interest accruing on, or fees, costs, or expenses incurred with respect to, such Guaranteed
Obligations on or after such date.
Executed this

day of

JAN 20. ,2o_.

GUARANTORS;

Signa
Print

Exhibit B

G
COMMONWEALTH OF KENTUCKY
COUNTY OF JEFFERSON

o
o

)

)
)
GUARANTY

For value received, the receipt and sufficiency of which is hereby acknowledged, and in order to induce Long
John Silver's, Inc. ("US"), a Delaware corporation and/or LJS Advertising, Inc., a Delaware corporation
(hereinafter referred to as "Obligees," whether one or both) to enter into certain Franchise Agreements, Advertising
Agreements, Leases, Subleases, Promissory Notes, Mortgages, Deeds of Trust, Security Agreements, or Contracts
and to do certain
business
with
Southwest
Seafood
Shoppes,
LLC
(the
"Obligor"),
of
Tucson, Arizona, the undersigned (hereinafter referred to as the "Guarantors," whether one or more) jointly and
severally guarantee unconditionally and absolutely to Obligees that the Obligor will fully, promptly and faithfully
perform, pay and discharge all of the Obligor's present and future indebtedness or obligations to Obligees, whether
direct or indirect, absolute or contingent, primary or secondary, joint or several, and all renewals and extensions
thereof, including, but not limited to, any indebtedness or obligations arising by any terms, covenants or conditions
of any Franchise Agreements, Advertising Agreements, Leases, Subleases, Promissory Notes, Mortgages, Deeds of
Trust, Security Agreements, or Contracts between Obligees and the Obligor, including, without limitation, any
representations, warranties and indemnities contained in such Franchise Agreements, Advertising Agreements,
Leases, Subleases, Promissory Notes, Mortgages, Deeds of Trust, Security Agreements, or Contracts (collectively
the "Guaranteed Obligations"), relating to or arising out of the operation of a US outlet (hereinafter referred to as
the "Outlet") located at 4030 East 22nd Street, Tucson, AZ 8571l.
In the event of default by the Obligor in performance, payment, or discharge of all or part of the Guaranteed
Obligations, the Guarantors, jointly and severally, shall, on demand and without further notice of dishonor or other
notice which may be required to be given by any statute or rule of law, perform, payor discharge such Guaranteed
Obligations and pay all losses, costs, and expenses which Obligees may suffer by reason of the default. Unless
otherwise required pursuant to the Guaranteed Obligations or otherwise directed by US, such performance, payment
or discharge shall be made at Obligees' main office in Louisville, Kentucky. Guarantors hereby severally waive
notice of acceptance of this Guaranty and all other notices in connection herewith or in connection with the
Guaranteed Obligations and waive diligence, presentment, demand protest and notice of non-payment, protest and
suit on the part of Obligees in the enforcement or collection of any of the Guaranteed Obligations and agree that
Obligees shall not be required first to endeavor to secure performance or discharge of or collect from the Obligor
any Guaranteed Obligations or to foreclose, proceed against or exhaust any collateral or security for any Guaranteed
Obligations, before requiring Guarantors, or any of them, to perform, payor discharge the full liability hereby
created. Suit may be brought and maintained against anyone or more of the Guarantors, at the election of Obligees,
without joinder of the Obligor or the other Guarantors as parties thereto. If Obligees institute and prevail in any
action at law or in equity against Guarantors based entirely or in part on the terms of this Agreement, Obligees shall
be entitled to recover, in addition to any judgment entered in their favor, reasonable attorney's fees, court costs and
all of Obligees' expenses in connection with the litigation. If Guarantors prevail in any such action instituted by
Obligees, they will be entitled to such fees, costs and expenses. If neither side prevails, each will bear his own costs.
Demand hereunder shall be deemed to have been made when made in person or mailed postage prepaid to the
respective Guarantors' most recent address on file with Obligees.
This Guaranty is continuing and shall continue to apply without regard to the form or amount of Guaranteed
Obligations which the Obligor may create, renew, extend or alter, in whole or in part, without notice to the
Guarantors.
Obligees may from time to time, at their discretion and with or without valuable consideration, surrender,
release, subordinate, exchange or alter any Guaranteed Obligation without affecting the liability of the Guarantors
under this Guaranty and this Guaranty shall continue effective notwithstanding any legal disability of the Obligor to
incur any Guaranteed Obligations. Any action or inaction by Obligees with regard to the Guaranteed Obligations or
this Guaranty shall not impair or diminish the obligations of the Guarantors hereunder. Obligees shall not be liable
for their failure to use diligence in the enforcement of collection of the Guaranteed Obligations or in preserving the
liability of any person liable thereon.

ExhibitB

Obligees are relying and are entitled to rely upon each and all of the provisions of this Guaranty; and accordingly if any
provision or provisions of this Guaranty should be held to be invalid or ineffective, then all other provisions shall continue in
full force and effect notwithstanding. This Guaranty is not intended and does not replace, cancel or otherwise modify or affect
any other guaranty of the Guarantors, or any of them, held by Obligees now or hereafter, relating to the Obligor or other
persons or entities.
Guarantors hereby unconditionally and absolutely guarantee the payment of all of said Guaranteed Obligations,
regardless of any act or omission of Obligees or any party with reference to any of said indebtedness or any security or rights
existing or to exist in connection therewith; and Guarantors agree that Obligees shall in no way be obligated to bring or
prosecute any action against Obligor of said Guaranteed Obligations or make any demand on Obligor or give any notice of any
kind to any party. Obligees shall not be liable or accountable in any respect, nor shall Guarantors have a right of recourse
against Obligees by reason of, any act or omission on the part of Obligees in connection with any of the matters herein
mentioned.
The amount of the maximum aggregate liability of the Guarantors under this Guaranty is the Slim of Two Hundred-Fifty
Thousand and nollOO dollars ($250,000) and the date on which this Guaranty terminates is Twenty (20) years from the date
of execution set forth below, provided, however, that such termination shall not affect the liability of the Guarantors with
respect to:
(1) Guaranteed Obligations created or incurred prior to such date; or
(2) Extensions or renewals of, interest accruing on, or fees, costs, or expenses incurred with respect to, such Guaranteed
Obligations on or after such date.
Executed this ---""""'---_ day of _,
.....•••

JAN 2 0

m

,20.

"

GUARANTORS:

Signan
Printed

Exhibit B

COMMONWEALTH

OF KENTIJCKY

COUNTY OF JEFFERSON

)
)
)
GUARANTY

For value received, the receipt and sufficiency of which is hereby acknowledged, and in order to induce Long
John Silver's, Inc. ("LIS"), a Delaware corporation and/or LJS Advertising, Inc., a Delaware corporation
(hereinafter referred to as "Obligees," whether one or both) to enter into certain Franchise Agreements, Advertising
Agreements, Leases, Subleases, Promissory Notes, Mortgages, Deeds of Trust, Security Agreements, or Contracts
and
to do
certain
business
with
Southwest
Seafood
Shoppes,
LLC
(the
"Obligor"),
of
Tucson, Arizona, the undersigned (hereinafter referred to as the "Guarantors," whether one or more) jointly and
severally guarantee unconditionally and absolutely to Obligees that the Obligor will fully, promptly and faithfully
perform, pay and discharge all of the Obligor's present and future indebtedness or obligations to Obligees, whether
direct or indirect, absolute or contingent, primary or secondary, joint or several, and all renewals and extensions
thereof, including, but not limited to, any indebtedness or obligations arising by any terms, covenants or conditions
of any Franchise Agreements, Advertising Agreements, Leases, Subleases, Promissory Notes, Mortgages, Deeds of
Trust, Security Agreements, or Contracts between Obligees and the Obligor, including, without limitation, any
representations, warranties and indemnities contained in such Franchise Agreements, Advertising Agreements,
Leases, Subleases, Promissory Notes, Mortgages, Deeds of Trust, Security Agreements, or Contracts (collectively
the "Guaranteed Obligations"), relating to or arising out of the operation of a US outlet (hereinafter referred to as
the "Outlet") located at 3700 South Sixth Avenue, Tucson, AZ 85713.
In the event of default by the Obligor in performance, payment, or discharge of all or part of the Guaranteed
Obligations, the Guarantors, jointly and severally, shall, on demand and without further notice of dishonor or other
notice which may be required to be given by any statute or rule of law, perform, payor discharge such Guaranteed
Obligations and pay all losses, costs, and expenses which Obligees may suffer by reason of the default Unless
otherwise required pursuant to the Guaranteed Obligations or otherwise directed by LJS, such performance, payment
or discharge shall be made at Obligees' main office in Louisville, Kentucky. Guarantors hereby severally waive
notice of acceptance of this Guaranty and all other notices in connection herewith or in connection with the
Guaranteed Obligations and waive diligence, presentment, demand protest and notice of non-payment, protest and
suit on the part of Obligees in the enforcement or collection of any of the Guaranteed Obligations and agree that
Obligees shall not be required first to endeavor to secure performance or discharge of or collect from the Obligor
any Guaranteed Obligations or to foreclose, proceed against or exhaust any collateral or security for any Guaranteed
Obligations, before requiring Guarantors, or any of them, to perform, payor discharge the full liability hereby
created. Suit may be brought and maintained against anyone or more of the Guarantors, at the election of Obligees,
without joinder of the Obligor or the other Guarantors as parties thereto. If Obligees institute and prevail in any
action at law or in equity against Guarantors based entirely or in part on the terms of this Agreement, Obligees shall
be entitled to recover, in addition to any judgment entered in their favor, reasonable attorney's fees, court costs and
all of Obligees' expenses in connection with the litigation. If Guarantors prevail in any such action instituted by
Obligees, they will be entitled to such fees, costs and expenses. If neither side prevails, each will bear his own costs.
Demand hereunder shall be deemed to have been made when made in person or mailed postage prepaid to the
respective Guarantors' most recent address on file with Obligees.
This Guaranty is continuing and shall continue to apply without regard to the form or amount of Guaranteed
Obligations which the Obligor may create, renew, extend or alter, in whole or in part, without notice to the
Guarantors.
Obligees may from time to time, at their discretion and with or without valuable consideration, surrender,
release, subordinate, exchange or alter any Guaranteed Obligation without affecting the liability of the Guarantors
under this Guaranty and this Guaranty shall continue effective notwithstanding any legal disability of the Obligor to
incur any Guaranteed Obligations. Any action or inaction by Obligees with regard to the Guaranteed Obligations or
this Guaranty shall not impair or diminish the obligations of the Guarantors hereunder. Obligees shall not be liable
for their failure to use diligence in the enforcement of collection of the Guaranteed Obligations or in preserving the
liability of any person liable thereon.

Exhibit B

Obligees are relying and are entitled to rely upon each and all of the provisions of this Guaranty; and accordingly if any
provision or provisions of this Guaranty should be held to be invalid or ineffective, then all other provisions shall continue in
full force and effect notwithstanding. This Guaranty is not intended and does not replace, cancel or otherwise modify or affect
any other guaranty of the Guarantors, or any of them, .held by Obligees now or hereafter, relating to the Obligor or other
persons or entities.
Guarantors hereby unconditionally and absolutely guarantee the payment of all of said Guaranteed Obligations,
regardless of any act or omission of Obligees or any party with reference to any of said indebtedness or any security or rights
existing or to exist in connection therewith; and Guarantors agree that Obligees shall in no way be obligated to bring or
prosecute any action against Obligor of said Guaranteed Obligations or make any demand on Obligor or give any notice of any
kind to any party. Obligees shall not be liable or accountable in any respect, nor shall Guarantors have a right of recourse
against Obligees by reason of, any act or omission on the part of Obligees in connection with any of the matters herein
mentioned.
The amount of the maximum aggregate liability ofthe Guarantors under this Guaranty is the sum of Two Hundred-Fifty
Thousand and noll00 dollars ($250,000) and the date on which this Guaranty terminates is Twenty (20) years from the date
of execution set forth below, provided, however, that such termination shall not affect the liability of the Guarantors with
respect to:
(1) Guaranteed Obligations created or incurred prior to such date; or
(2) Extensions or renewals of, interest accruing on, or fees, costs, or expenses incurred with respect to, such Guaranteed
Obligations on or after such date.
I

Executed this

day of_JAN
__

2_0 __
_2Wi , 20__

.

GUARANTORS:

, Exhibit B

COMMONWEALTH OF KENTUCKY
COUNTY OF JEFFERSON

)
)
)

GUARANTY
For value received, the receipt and sufficiency of which is hereby acknowledged, and in order to induce Long
John Silver's, Inc. ("LJS"), a Delaware corporation andlor LJS Advertising, Inc., a Delaware corporation
(hereinafter referred to as "Obligees," whether one or both) to enter into certain Franchise Agreements, Advertising
Agreements, Leases, Subleases, Promissory Notes, Mortgages, Deeds of Trust, Security Agreements, or Contracts
and to do certain business
with
Southwest
Seafood
Shoppes,
LLC
(the "Obligor"),
of
Tucson, Arizona, the undersigned (hereinafter referred to as the "Guarantors," whether one or more) jointly and
severally guarantee unconditionally and absolutely to Obligees that the Obligor will fully, promptly and faithfully
perform, pay and discharge all of the Obligor's present and future indebtedness or obligations to Obligees, whether
direct or indirect, absolute or contingent, primary or secondary, joint or several, and all renewals and extensions
thereof, including, but not limited to, any indebtedness or obligations arising by any terms, covenants or conditions
of any Franchise Agreements, Advertising Agreements, Leases, Subleases, Promissory Notes, Mortgages, Deeds of
Trust, Security Agreements, or Contracts between Obligees and the Obligor, including, without limitation, any
representations, warranties and indemnities contained in such Franchise Agreements, Advertising Agreements,
Leases, Subleases, Promissory Notes, Mortgages, Deeds of Trust, Security Agreements, or Contracts (collectively
the "Guaranteed Obligations"), relating to or arising out of the operation of a LJS outlet (hereinafter referred to as
the "Outlet") located at 4640 West Ina Road, Tucson, AZ 85741.
In the event of default by the Obligor in performance, payment, or discharge of all or part of the Guaranteed
Obligations, the Guarantors, jointly and severally, shall, on demand and without further notice of dishonor or other
notice which may be required to be given by any statute or rule of law, perform, payor discharge such Guaranteed
Obligations and pay all losses, costs, and expenses which Obligees may suffer by reason of the default. Unless
otherwise required pursuant to the Guaranteed Obligations or otherwise directed by LJS, such performance, payment
or discharge shall be made at Obligees' main office in Louisville, Kentucky. Guarantors hereby severally waive
notice of acceptance of this Guaranty and all other notices in connection herewith or in connection with the
Guaranteed Obligations and waive diligence, presentment, demand protest and notice of non-payment, protest and
suit on the part of Obligees in the enforcement or collection of any of the Guaranteed Obligations and agree that
Obligees shall not be required first to endeavor to secure performance or discharge of or collect from the Obligor
any Guaranteed Obligations or to foreclose, proceed against or exhaust any collateral or security for any Guaranteed
Obligations, before requiring Guarantors, or any of them, to perform, payor discharge the full liability hereby
created. Suit may be brought and maintained against anyone or more of the Guarantors, at the election of Obligees,
without joinder of the Obligor or the other Guarantors as parties thereto. If Obligees institute and prevail in any
action at law or in equity against Guarantors based entirely or in part on the terms of this Agreement, Obligees shall
be entitled to recover, in addition to any judgment entered in their favor, reasonable attomey's fees, court costs and
all of Obligees' expenses in connection with the litigation. If Guarantors prevail in any such action instituted by
Obligees, they will be entitled to such fees, costs and expenses. If neither side prevails, each will bear his own costs.
Demand hereunder shall be deemed to have been made when made in person or mailed postage prepaid to the
respective Guarantors' most recent address on file with Obligees.
This Guaranty is continuing and shaH continue to apply without regard to the form or amount of Guaranteed
Obligations which the Obligor may create, renew, extend or alter, in whole or in part, without notice to the
Guarantors.
Obligees may from time to time, at their discretion and with or without valuable consideration, surrender,
release, subordinate, exchange or alter any Guaranteed Obligation without affecting the liability of the Guarantors
under this Guaranty and this Guaranty shall continue effective notwithstanding any legal disability of the Obligor to
incur any Guaranteed Obligations. Any action or inaction by Obligees with regard to the Guaranteed Obligations or
this Guaranty shall not impair or diminish the obligations of the Guarantors hereunder. Obligees shall not be liable
for their failure to use diligence in the enforcement of collection of the Guaranteed Obligations or in preserving the
liability of any person liable thereon.

Exhibit B

,

~J
~
U
~
••••.1

-'
Obligees are relying and are entitled to rely upon each and all of the provisions of this Guaranty; and accordingly if any
provision or provisions of this Guaranty should be held to be invalid or ineffective, then all other provisions shall continue in
full force and effect notwithstanding. This Guaranty is not intended and does not replace, cancel or otherwise modify or affect
any other guaranty of the Guarantors, or any of them, held by Obligees now or hereafter, relating to the Obligor or other
persons or entities.
Guarantors hereby unconditionaliy and absolutely guarantee the payment of all of said Guaranteed Obligations,
regardless of any act or omission of Obligees or any party with reference to any of said indebtedness or any security or rights
existing or to exist in connection therewith; and Guarantors agree that Obligees shall in no way be obligated to bring or
prosecute any action against Obligor of said Guaranteed Obligations or make any demand on Obligor or give any notice of any
kind to any party. Obligees shall not be liable or accountable in any respect, nor shall Guarantors have a right of recourse
against Obligees by reason of, any act or omission on the part of Obligees in connection with any of the matters herein
mentioned.
The amount of the maximum aggregate liability of the Guarantors under this Guaranty is the sum of Two Hundred-Fifty
Thousand and no/lOO dollars ($250,000) and the date on which this Guaranty terminates is Ten (10) years from the date of
execution set forth below, provided, however, that such termination shall not affect the liability of the Guarantors with respect
to:
(1) Guaranteed Obligations created or ineurred prior to such date; or
(2) Extensions or renewals of, interest accruing on, or fees, costs, or expenses incurred with respect to, such Guaranteed
Obligations on or after such date.
Executed this

day of

JAN 20m , 20__

.

GUARANTORS:

Signa
Printe

Exhibit B