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Exhibit 10.6
THIS
INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION
AGREEMENT BY AMERICAN LEISURE EQUITIES CORPORATION, D/B/A
TRAVELEADERS, INC. IN FAVOR OF JPMORGAN CHASE BANK, N.A., AS
AGENT FOR THE BANKS AS SUCH TERM IS DEFINED FROM TIME TO TIME
IN THAT CERTAIN CREDIT AGREEMENTDATED AS OF JANUARY 28, 2008
BY AND BETWEEN, AMONG OTHER PARTIES, TL ACQUISITION GROUP LLC,
THE AGENT AND THE BANKS.
GUARANTY
AGREEMENT
This
GUARANTY AGREEMENT (this “ Guaranty
”) is entered into as of March 21, 2008, by TAG II,
INC., a Delaware corporation (“ Guarantor
”), in order to induce AMERICAN LEISURE EQUITIES
CORPORATION D/B/A TRAVELEADERS, INC., a Florida corporation
(the “ Seller
”) and AMERICAN LEISURE HOLDINGS, INC., a Nevada
corporation being the sole shareholder of the Seller (the
“ Shareholder
”), to enter into that certain Asset Purchase Agreement
(the “ Purchase
Agreement ”), dated on even date herewith, and in
consideration of all of the benefits which TL ACQUISITION
GROUP LLC, a Delaware limited liability company (the “
Buyer
”) and Guarantor, being the sole member of the Buyer,
will receive by the consummation of the transaction
contemplated by the Purchase Agreement, Guarantor hereby,
unconditionally, directly, irrevocably, and absolutely
covenants and agrees with the Seller and the Shareholder, and
their respective successors and assigns, as follows (all terms
used herein shall, to the extent not defined herein, have the
meanings ascribed thereto in the Purchase
Agreement):
AGREEMENT
1.
Representations
. Guarantor acknowledges and agrees
that: (i) the execution and delivery and compliance
with the terms hereof will not contravene or constitute a
default under any indenture, commitment, agreement or other
instrument to which Guarantor is a party or by which he is
bound or any existing law, rule, regulation, judgment, order
or decree to which it is subject; (ii) the consummation of the
transaction contemplated by the Purchase Agreement will be of
economic benefit to Guarantor; and (iii) the consummation of
the transaction shall constitute conclusive evidence of the
reliance hereon by the Buyer.
2.
Guaranty
. Guarantor hereby unconditionally and irrevocably
guarantees to the Seller and the Shareholder the performance
of each any every obligation of the Buyer arising out of, or
relating to, the Note and the Purchase Agreement, including,
without limitation, under Article
X thereof (collectively the “ Obligations
”); provided
, that such Obligations shall not include the performance of
any obligation or the payment of any amount under dispute
under the terms of the Note, the Purchase Agreement or other
related document until such amount is finally determined
pursuant to the terms of such document.
3.
Survival
. The Obligations of Guarantor under this Guaranty
Agreement shall be absolute and unconditional and shall remain
in full force and effect until the Obligations have been
satisfied in full (including, but not limited to, all
indemnification obligations pursuant to Article
X of the Purchase Agreement).
4.
Waiver
.
(a) Guarantor
expressly waives notice of the acceptance of this Guaranty,
the creation of any present or future Obligation, default
under any Obligation, all diligence of collection and
presentment, demand, notice and protest and any right to
disclosures from the Seller or the Shareholder regarding their
respective financial condition or the enforceability of the
Obligations.
(b) &n
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