PERSONAL GUARANTY
THIS PERSONAL GUARANTY (this “
Guaranty ”) is made as of December 19, 2005 by
GREGG SHANBERG (“ Guarantor ”), in favor of
NATIONWIDE FINANCIAL SOLUTIONS, a Nevada corporation (“
Lender ”).
RECITALS
A. Lender
has agreed to make a loan (the “ Loan ”) in the
original principal sum of Five Hundred Thousand Dollars
($500,000.00) (the “ Loan Amount ”) to Allstate
Home Loans, Inc., a California corporation (“ Borrower
”), of which Guarantor is the sole shareholder.
B. The
Loan is evidenced by a promissory note made payable and delivered
to Lender (as the same may from time to time hereafter be modified,
amended, supplemented, extended or consolidated in writing, and any
note(s) issued in exchange therefor or replacement thereof, the
“ Note ”).
C. It
is a condition of Lender’s agreement to make the Loan that
Guarantor be unconditionally liable for and personally guarantee
the payment and performance of certain liabilities and obligations
of the Borrower under the Note upon the terms and conditions as are
hereinafter set forth.
D. Guarantor
is financially interested in Borrower and is materially benefited
by the consummation of the Loan and has agreed unconditionally and
personally to guarantee the payment and performance of certain
liabilities and obligations of Borrower under the Note upon the
terms and conditions as are hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in order to induce
Lender to make the Loan to Borrower, Guarantor, intending to be
legally bound, hereby makes the following representations and
warranties to the Lender and hereby covenants and agrees with the
Lender as follows:
1.
Guarantee . Guarantor absolutely, irrevocably and
unconditionally guarantees to the Lender payment and the full,
faithful and timely performance of any and all liabilities and
obligations of Borrower whether now existing or hereafter incurred
under the Note (all of which payments, liabilities and obligations
are hereinafter collectively referred to as the “
Guaranteed Obligations ”).
2.
Waiver . Guarantor absolutely, irrevocably and
unconditionally waives notice of acceptance of this Guaranty and
notice of any payment, liability or obligation to which it may
apply, and waives presentment, demand of payment, protest, notice
of dishonor or nonpayment of such liabilities under this Guaranty
or the Note and any suit or taking other action by the Lender
against, and any other notice to, any party liable thereon or any
property which may be security therefor.
3.
Consent to Certain Actions by Lender . The Lender may at any
time and from time to time without the consent of, or notice to,
Guarantor, without incurring any responsibility to Guarantor and
without impairing or releasing any of the obligations of Guarantor
hereunder, upon or without any terms or conditions and in whole or
in part:
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(a)
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renew, alter or change the interest
rate, manner, time, place or terms of payment or performance of any
of the Guaranteed Obligations, or any liability incurred directly
or indirectly in respect thereof, whereupon the guaranty herein
made shall apply to the Guaranteed Obligations as so changed,
extended, renewed or altered;
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(b)
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sell, exchange, release, surrender,
and in any manner and in any order realize upon or otherwise deal
with any property at any time directly and absolutely assigned or
pledged or mortgaged to secure the Guaranteed Obligations or any
liabilities (including any of those hereunder) incurred directly or
indirectly in respect thereof;
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(c)
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exercise or refrain from exercising
any rights against Borrower or any other person (including
Guarantor) or otherwise act or refrain from acting with regard to
the Note, the Guaranteed Obligations or this Guaranty;
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(d)
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settle or compromise any of the
Guaranteed Obligations, any security therefor or any liability
(including any of those hereunder) incurred directly or indirectly
in respect thereof or hereof, and/or subordinate the payment of all
or any part thereof to the payment of any liability of Borrower
(whether or not then due) to creditors of Borrower other than the
Lender and Guarantor;
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(e)
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apply any sums in whatever manner
paid or realized to any liability or liabilities of Borrower to the
Lender regardless of what liability or liabilities of Borrower
remain unpaid;
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(f)
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consent to or waive any breach of or
any act, omission or default under the Note or otherwise amend,
modify or supplement any of such instruments or agreements;
and/or
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(g)
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sell, convey or assign, whether into
a securitized transaction or otherwise, all or any part of
Lender’s interest in this Guaranty and the Underlying
Instruments.
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4.
Primary Obligation . No invalidity, irregularity or
unenforceability of all or any part of the Note, the Guaranteed
Obligations or this Guaranty, or of any security therefor, shall
affect, impair or constitute a defense to this Guaranty. This
Guaranty is a direct and primary obligation of Guarantor, and
Guarantor’s obligations hereunder are not as a surety. This
is a guaranty of payment and performance, and not merely a guaranty
of collection.
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5.
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Guarantor Remedies Against Borrower
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(a)
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Notwithstanding any payment or
payments made by Guarantor hereunder, Guarantor will not assert or
exercise any right of the Lender or of such Guarantor against
Borrower to recover the amount of any payment made by such
Guarantor to the Lender by way of subrogation, reimbursement,
contribution, indemnity or otherwise arising by contract or
operation of law, and Guarantor shall not have any right of
recourse to or any claim against assets or
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