CONTRACT 6261-2 OtherAgreement No. 6261-2
GUARANTEE AGREEMENT
THIS GUARANTEE AGREEMENT (this "Guaranty") is executed and delivered as of
the 6th day of February , 2021, by TG Holdings I, LLC, a Delaware limited liability
company ("Guarantor"), a wholly owned subsidiary of Topgolf International, Inc., a Delaware
corporation, whose address is 8750 N. Central Expressway, Suite 1200, Dallas, Texas 75231 for
the benefit of the City of El Segundo (referred to herein as "City" or "Lessor").
A. Pursuant to that certain Due Diligence and Ground Lease Agreement entered into
on or about _ February 6 , 2021 (the "Lease") by and between ES Centercal, LLC, a
Delaware limited liability company (referred to herein as the "Company" or "Lessee") and the
City, and subject to the terms and conditions set forth in the Lease, as may be amended in writing
from time to time, the Company has agreed to lease the Premises, subject to the Conditions
Precedent set forth in the Lease, and operate a driving range and other facilities on the Premises
and pay Rent to City as well as perform other obligations under the Lease during the Operating
Period.
B. TopGolf USA El Segundo, LLC ("TG El Segundo") is an affiliate of Guarantor
and is contemplated as being a sublessee of the Company and it is one of the Conditions
Precedent under the Lease that TG El Segundo become the sublessee under a Ground Sublease
with Company covering the Premises (the "Sublease").
C. On about the date that the City and Lessee entered into the Lease, the City and TG
El Segundo entered into that certain Management Agreement relating to the management and
operation of the Golf Course (the "Golf Course Management Agreement").
D. As a condition precedent to the Premises Turnover Date and commencement of
the Basic Term of the Lease, Guarantor is required to execute and deliver this Guaranty to the
City.
E. Capitalized Terms used herein and not otherwise defined shall have the respective
meanings given such terms in the Lease.
NOW THEREFORE, in consideration of the Lease, and for other good and valuable
considerations the receipt and sufficiency of which are hereby irrevocably acknowledged by the
Guarantor, the Guarantor agrees as follows:
1. THE GUARANTY. Upon satisfaction or waiver of all Conditions Precedent in
accordance with the Lease and the occurrence of the Premises Turnover Date and
commencement of the Basic Term of the Lease, Guarantor hereby guarantees all of the
following obligations:
(a) The obligations of Lessee under the Lease with regard to the operation of
the Premises by TG El Segundo or other permitted Operator under the Lease and
payment of Rent during the Operating Period as defined in the Lease.
(b) The obligations of the Lessee under the Lease with regard to (i) the
completion of the Premises Improvements or the return of the Premises to the same or
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Agreement No. 6261-2
better condition as the Premises existed prior to the Commencement Date ("Premises
Construction Obligations") and full payment of all costs and expenses of every kind
whatsoever associated with such completion of the Premises Construction Obligations
including all loss, cost, damage, liability, claim or expense the City may suffer by reason
of mechanic's liens or similar claims or by reason of TG El Segundo's or Guarantor's
failure to complete the Premises Construction Obligations ("Premises Project Costs");
(ii) all costs, expenses, damages, losses and other amounts for which the City may
become liable as a consequence of or in connection with TG El Segundo's or Guarantor's
completion of or failure to complete the Premises Construction Obligations or, when so
obligated, to cause the Premises to be are returned to the City to the same or better
condition as the Premises existed as of the Premises Turnover Date pursuant to the terms
and conditions of the Lease, and (iii) if the City exercises its right under this Guaranty to
take over construction of the Premises Improvements, to reimburse City for all costs and
expenses incurred by City in taking over construction of the Premises Improvements and
completing construction of the Premises Improvements.
(c) The obligations of Lessee under the Lease with regard to (i) the
completion of the Golf Course Improvements or the return of the Golf Course to the same
or better condition as the Golf Course existed prior to the Commencement Date ("Golf
Course Construction Obligations" and together with the Premises Construction
Obligations, collectively, the "Construction Obligations") and full payment of all costs
and expenses of every kind whatsoever associated with such completion of the Golf
Course Construction Obligations including all loss, cost, damage, liability, claim or
expense the City may suffer by reason of mechanic's liens or similar claims or by reason
of the Lessee's or Guarantor's failure to complete the Golf Course Construction
Obligations ("Golf Course Project Costs" and together with the Premises Project Costs,
collective, the "Project Costs"); (ii) all costs, expenses, damages, losses and other
amounts for which the City may become liable as a consequence of or in connection with
Lessee's or Guarantor's completion of or failure to complete the Golf Course
Construction Obligations or, when so obligated, to cause the Golf Course to be are
returned to the City to the same or better condition as the Golf Course existed as of the
Premises Turnover Date pursuant to the terms and conditions of the Lease, and (iii) if the
City exercises its right under this Guaranty to take over construction of the Golf Course
Improvements, to reimburse City for all costs and expenses incurred by City in taking
over construction of the Golf Course Improvements and completing construction of the
Golf Course Improvements.
(d) The obligation of TG El Segundo to pay Liquidated Damages (as defined
in the Golf Course Management Agreement) if and when required by the Golf Course
Management Agreement.
(e) Notwithstanding any other provision in the Lease or this Guaranty,
recognizing that Lessee, Guarantor and TG El Segundo all have various contractual
obligations that they have entered into by and between themselves to which the City is
not a party and that the City has limited rights or no rights to enforce, in the event that (i)
Guarantor enters into the Sublease, (ii) Guarantor executes and delivers this Guaranty to
the City, and (iii) Lessee delivers to the City the Due Diligence Acceptance Notice as
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provided for in the Lease, then unless Guarantor within five (5) business days of issuance
of the Notice of Acceptance provides written notice to the City that it has withdrawn this
Guaranty, Guarantor is deemed to have waived any rights it might have under the Lease
or this Guaranty, or in law or equity, to assert that the Guarantor's obligations under this
Guaranty have in any way been altered or diminished. Receipt of the Due Diligence
Acceptance Notice by the City shall be deemed notice to the City that TG El Segundo
and Lessee have entered into the Sublease.
(f) Guarantor waives the right to claim any defense to performance of any of
its obligations under this Guaranty based on a claim that Lessee has failed to perform
under the Lease or any other agreement, nor may Guarantor claim a failure to perform by
Lessee under the Lease or any other agreement as a defense to a default by Guarantor
under this Guaranty. Except as expressly provided to the contrary in Section 18.1.4 of
the Lease, (i) Guarantor covenants and agrees that no assignment of the Lessee's interest
as Lessee under the Lease or any other assignment or sublease permitted by the Lease
shall release Guarantor from any of its obligations hereunder; and (ii) Guarantor
covenants and agrees that no assignment of TG USA El Segundo's interest as sublessee
under the Sublease shall release Guarantor from any of its obligations hereunder.
2. IMPROVEMENTS BY GUARANTOR AND THE CITY'S OPTION TO
COMPLETE THE PROJECT.
At the Lessor's election as to the timing of making a demand (following the expiration of
any applicable notice and cure period), if the Premises Improvements or Golf Course
Improvements (collectively, the "Improvements") have not been completed within twelve (12)
months of the Premises Turnover Date (subject to Force Majeure as defined in Section 30 of the
Lease or delays caused by the Lessor), or if there are material delays with construction of the
Improvements such that the Lessor has a good faith, reasonable belief that the Improvements will
not be completed within such period except for delays caused by Force Majeure as defined in
Section 30 of the Lease and except for delays caused by the Lessor, then the Lessor shall make
written demand on Guarantor to so complete the same and to honor all of the obligations set
forth in Section 1 of this Guaranty. Such notice shall include the following verbiage:
"THIS NOTICE OF DEFAULT IS BEING SENT PURSUANT TO SECTION 2
OF THE GUARANTY, AND IF GUARANTOR FAILS TO CURE SUCH
DEFAULT WITHIN TEN (10) DAYS OF ITS RECEIPT OF THIS NOTICE,
OR IF GUARANTOR HAS NOT COMMENCED SUCH CURE WITHIN
SUCH TEN (10) DAY PERIOD AND IS DILIGENTLY PROSECUTING THE
SAME TO COMPLETION, THEN LESSOR MAY EXERCISE SELF HELP
RIGHTS UNDER SECTION 2 OF THE GUARANTY"
If, following receipt of any such notice, Guarantor or TG El Segundo fails diligently to
commence and/or continue performance of the Improvements to completion as required under
the Lease, the Lessor in its sole and absolute discretion, at any time thereafter, shall have the
right to complete the Improvements or return the Premises to the same or better condition as such
existed prior to the Premises Turnover Date, either before, during or after the pursuing of any
other remedy of the Lessor against Lessee and/or the Guarantor, and expend such sums as the
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Agreement No. 6261-2
Lessor in its sole and absolute discretion deems proper in order to complete the Improvements
pursuant to the requirements of the Lease.
In such event, the Guarantor shall fully and promptly reimburse and repay Lessor for all
costs and expenses incurred by Lessor and such shall not relieve Guarantor from performing any
or all of its additional obligations set forth in Section 1 of this Guaranty. Any amounts payable
by the Guarantor shall be payable on demand, with such amounts bearing interest from and after
the date incurred by the City until paid as provided in Section 3 hereof.
3. INTEREST ON UNPERFORMED OBLIGATIONS.
The Guarantor agrees to pay to Lessor interest at the interest rate of 5% per annum on the
amounts advanced by Lessor pursuant to Section 2. Such interest shall be payable for the period
commencing with each such advance by Lessor.
4. REPRESENTATIONS AND WARRANTIES.
The Guarantor makes the following representations and warranties to the City to the best
of Guarantor's knowledge and the Guarantor acknowledges that the City intends to enter into the
Lease in reliance thereon:
(a) The Guarantor is not in default under any agreement to which it is a party,
the effect of which will materially impair performance by the Guarantor of its obligations
pursuant to and as contemplated by the terms of this Guaranty. Neither the execution and
delivery of this Guaranty nor compliance with the terms and provisions hereof (i) will
violate any presently existing provision of law or any presently existing regulation, order,
writ, injunction or decree of any court or governmental department, commission, board,
bureau, agency or instrumentality applicable to Guarantor; or (ii) will conflict or will be
inconsistent with, or will result in any breach of, any of the terms, covenants, conditions
or provisions of, or constitute a default under (with an effect that will materially impair
performance by the Guarantor of its obligations pursuant to and as contemplated by the
terms of this Guaranty) any indenture, mortgage, deed of trust, instrument, document,
agreement or contract of any kind that creates, represents, evidences or provides for any
lien, charge or encumbrance upon any of the property or assets of the Guarantor, or any
other indenture, mortgage, deed of trust, instrument, document, agreement or contract of
any kind to which the Guarantor is a party or by which any of the property of the
Guarantor may be subject to, in the event of any such conflict, the required consent or
waiver of the other party or parties thereto has been validly granted, is in full force and
effect and is valid and sufficient therefor;
(b) There are no actions, suits or proceedings pending or threatened against
the Guarantor before any court or any governmental, administrative, regulatory,
adjudicatory or arbitrational body or agency of any kind that will (if adversely
determined) materially adversely affect performance by such Guarantor of its obligations
pursuant to and as contemplated by the terms and provisions of this Guaranty;
(c) Guarantor is a duly organized, validly existing limited liability company
under the laws of the State of Delaware and is in good standing in the States of Delaware
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Agreement No. 6261-2
and California, and has requisite authority to execute, deliver and perform its obligations
under this Guaranty pursuant to the terms and provisions of this Guaranty and has
executed and delivered this Guaranty pursuant to proper authority duly granted;
(d) The Guarantor is deriving a material financial benefit from the entering
into of the Lease by the Company, and Lessor has given sufficient consideration to the
Guarantor by entering into the Lease; and
(e) Each obligation under this Guaranty is legal, valid, binding and
enforceable against the Guarantor in accordance with its terms, subject at all times to
matters of bankruptcy and insolvency and other laws affecting the enforcement of
creditors' rights.
5. COVENANTS.
The Guarantor agrees and covenants that:
(a) No payment or performance by the Guarantor under any provision of this
Guaranty shall entitle the Guarantor, by subrogation to the rights of the City or otherwise,
to any payment from or rights in any applicable bonds, title insurance certifications,
commitments or indemnities or other security held by or for the benefit of the City in
connection with the Improvements, until all of the Construction Obligations have been
discharged in full; provided nothing herein shall constitute a waiver of the right of
subrogation of the Guarantor after discharge in full of such obligations.
(b) The liability of the Guarantor shall in no way be affected, diminished or
released by any of the following: (i) any extension of time or forbearance that may be
granted by the City to Lessee or to the Guarantor; (ii) any waiver by the City under the
Lease; (iii) any change or modification in the Lease (subject to the provisions of (c)
below); (iv) the acceptance by the City of additional security or any increase, substitution
or changes therein; (v) the release by the City of any security or any withdrawal thereof
or decrease therein; (vi) the failure or election by the City to pursue or not to pursue any
remedies it may have against the Guarantor or against Lessee or any of the members of
the Lessee under the Lease; (vii) any failure by Lessee to provide Guarantor or any other
party written or other notice as may be required under the Lease; or (viii) the exercise of
any extension of time or other option for performance or, except as set forth in Section
18.1.4 of the Lease, assignment of obligations specifically set forth in the Lease.
(c) Lessor may at any time enter into agreements with the Company, or its
successors or assigns, to amend and modify the Lease, but such amendments or
modifications shall not be binding on Guarantor without Guarantor's consent thereto if
such materially affects to Guarantor's detriment its obligations or liabilities under this
Guaranty.
(d) Nothing contained herein or otherwise shall prevent the City from
pursuing concurrently or successively all rights and remedies available to the City
pursuant to any document or agreement or in law or in equity and against any persons,
firms or entities whatsoever (and particularly, but not by way of limitation, the City may
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Agreement No. 6261-2
exercise any other rights available to it under the Lease or any other agreement or
security instrument), and the exercise of any of its rights or the completion of any of its
remedies shall not constitute a discharge of the Guarantor's obligations hereunder, it
being the purpose and intent of the Guarantor that, subject to the terms and provisions of
this Guaranty, its obligations hereunder shall be absolute, independent and unconditional
under any and all circumstances whatsoever.
(e) The liability of the Guarantor hereunder or any remedy for the
enforcement thereof shall in no way be affected by (i) the release or discharge of the
Company, or any member of the Company, in any creditors', receivership, bankruptcy or
other proceedings, (ii) the impairment, limitation or modification of the liabilities of the
Company or any member of the Company under the Lease or of any remedy for the
enforcement thereof, or of the estate of the Company or any such member in bankruptcy,
resulting from the operation of any present or future provision of the federal bankruptcy
act or other statute or from the decision in any court, (iii) the rejection or disaffirmance of
the Lease in any such proceedings, (iv) cessation from any cause whatsoever of the
liability of the Company or any such member to the City, or (v) any defense, current or
future, of the Guarantor to any action, suit or proceeding at law or otherwise, that may be
instituted on this Guaranty other than one based upon nonfulfillment by the City of a
material obligation to be performed by the City pursuant to this Guaranty, the Lease or
the Golf Course Management Agreement.
(f) Guarantor shall at all times during the term of this Guaranty maintain a net
worth of not less than $25,000,000.00. On or before May 1st of each calendar year,
Guarantor shall deliver to the Company a copy of Guarantor's unaudited financial
statements for the previous calendar year (herein called the "Financial Statements"),
which such Financial Statements shall be certified as true and correct by Guarantor's
CFO or Controller. The Company agrees to give the City written notice of the receipt of
the Financial Statements within five (5) business days after receiving them (the
"Company Notice"), and the City shall have ten (10) business days after receipt of the
Company Notice to send one or more representatives to review the Financial Statements
in the corporate office of the Company. In no event shall the City or the Company copy
or duplicate the Financial Statements or remove the Financial Statements from the
corporate office of Company and in no event shall the Financial Statements become part
of the City's public record. Except as required by law, City agrees not to divulge to any
person or persons, firm or corporation, any information contained in the Financial
Statements (the "Financial Information") except to the extent necessary, to City's
attorneys, accountants (and other professional advisors). If the City receives a request for
the Financial Information it shall immediately notify Guarantor of such request and if the
City determines the information requested is a matter of public record then the City shall
immediately notify Guarantor in writing of such determination and deliver to Guarantor
copies of all correspondence received by the City relating to such request. If Guarantor
provides written notification to the City within five (5) business days that it disagrees
with the City's determination, then the City shall not release the Financial Information
and in the event there is litigation filed against the City for not releasing the Financial
Information then the City shall immediately notify Guarantor in writing of such litigation,
and deliver to Guarantor copies of all pleadings, and the Guarantor shall be responsible
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Agreement No. 6261-2
for paying all of the City's reasonable legal fees and costs as well as any monetary award,
including legal fees and costs, that a court of competent of jurisdiction awards to the
plaintiff or petitioner, provided that any counsel selected by the City must be acceptable
to Guarantor and be independent counsel free of any conflict of interest. In the
alternative, Guarantor shall have the right to retain its own counsel and upon written
notice to the City, take over the litigation, provided that any counsel selected by
Guarantor must be acceptable to the City and be independent counsel free of any conflict
of interest. In the event of any litigation with respect to this matter each party shall
reasonably cooperate with the other party, without cost, expense or liability (other than de
minimis costs) with respect to any such request for information and/or litigation. Within
three (3) days following the earlier of (i) the expiration of the 10-business day period and
(ii) review of the Financial Statements by the City, the Company shall return the
Financial Statements to Guarantor.
6. WAIVERS,
The Guarantor hereby expressly irrevocably waives:
(a) Notice of acceptance of this Guaranty by the City, and any and all notice
and demands of every kind that may be required to be given by any statute, rule or law
except any specifically required by this Guaranty or the Lessor under the Lease;
(b) Any defense arising by reason of any incapacity, lack of authority, death
or disability of any other person or entity (except the City) or from the failure of the City
to file or enforce a claim against any person or entity in any administrative, bankruptcy or
other proceeding;
(c) Any obligation the City might otherwise have to disclose to the Guarantor
any facts the City now or hereafter may know or have reasonably available to it regarding
the Company or its financial condition, whether or not the City has a reasonable
opportunity to communicate such facts or has reason to believe that any such facts are
unknown to the Guarantor or materially increase the risk to the Guarantor beyond the risk
the Guarantor intended to assume hereunder. Guarantor shall be fully responsible for
keeping informed of the financial condition of the Company and of all other
circumstances bearing upon the risks of nonpayment or nonperformance of the Company
under the Lease;
(d) Any defense based on an election of remedies by the City, whether or not
such election may affect in any way the recourse, subrogation or other rights of the
Guarantor against the Company or any of its members in connection with the
Construction Obligations;
(e) All diligence in collection or protection of or realization upon or
enforcement of the Construction Obligations, any other obligation hereunder, or any
security for or guaranty of any of the foregoing, and any and all formalities that otherwise
might be legally required to charge the Guarantor with liability; and
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Agreement No. 6261-2
(f) Any lien, security interest or charge on the Property, the equipment and
personal property located thereon, all rights therein and thereto, the revenue and income
to be realized therefrom, or on any proceeds or products of any thereof, which the
Guarantor may have or obtain as a result of the City's enforcement of this Guaranty.
(g) With respect to those matters set forth in Sections 1(b) and (c), 3, 4, 5
and 7 of this Guaranty, Guarantor waives any and all laws or regulations (including
without limitation California Civil Code Sections 2787 and 2855, and Code of Civil
Procedure Sections 580a, 580b, 580d and/or 726, regardless of whether such are
applicable or not to this Guaranty) that would (i) in any respect or manner diminish or
eliminate the obligations of the Guarantor hereunder regardless of whether the terms of
such laws or regulations have been specifically referenced herein or the substance of such
laws or regulations have been set forth herein or addressed by this Guaranty; or (ii)
provide some procedural defense to Guarantor with regard to any action or proceeding
the City may institute to enforce its rights under this Guaranty.
7. EFFECT OF THE CITY'S DELAY OR ACTION.
No delay on the part of the City in the exercise of any right or remedy under this
Guaranty or the Lease shall operate as a waiver thereof, and no single or partial exercise by the
City of any right or remedy shall preclude other or further exercise thereof or the exercise of any
other right or remedy. No action by the City permitted hereunder shall in any way affect or
impair the rights of the City and the obligations of the Guarantor under this Guaranty, provided,
however, that the Guarantor shall be entitled to enforce, and the City shall be bound by, the
obligations of the City under the Lease so long as the Guarantor shall perform its obligations, or
cause its obligations to be performed, hereunder.
8. CONTINUING GUARANTY.
This Guaranty shall in all respects be a continuing, absolute, irrevocable and
unconditional guaranty, and shall remain in full force and effect and shall be binding upon the
heirs, personal representatives, successors and assigns of the Guarantor, and shall inure to the
benefit of the respective successors and assigns of the City. All references herein to the
Company, its members or the Guarantor shall be deemed to include the respective successors and
assigns of same, as the case may be. Any proposed assignment of the Guarantor's obligations
hereunder to a substitute guarantor shall be subject to the City's approval which may be withheld
in the City's sole and absolute discretion.
9. CERTAIN PERMITTED ACTIONS OF THE CITY.
The City may from time to time, in its sole discretion and without notice to the
Guarantor, take any of the following actions without in any way affecting the obligations of the
Guarantor: (a) obtain the primary or secondary obligation of any additional obligor or obligors
with respect to any of the Construction Obligations; (b) enforce this Guaranty against the
Guarantor, whether or not the City shall have (1) proceeded against the Company or any of the
other guarantors or sureties or any other party primarily or secondarily obligated or (2) resorted
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Agreement No. 6261-2
to or exhausted any other remedy or any other security or collateral; and (c) enforce any other
rights under the Lease.
10. TIME OF ESSENCE.
Time is of the essence of this Guaranty.
11. NO MODIFICATION WITHOUT WRITING.
This Guaranty may not be modified, amended, revised, revoked, terminated, changed or
varied in any way whatsoever except by the express terms of a writing signed by the parties
hereto. This Guaranty, the Golf Course Management Agreement and the obligations set forth in
the Lease that are guaranteed by the Guarantor pursuant to Section 1 hereof, represent the entire
understanding between the City and the Guarantor and no other prior written or oral
understanding shall be of any force or effect.
12. NOTICES.
All notices required or permitted pursuant to this Guaranty shall be in writing and shall
be deemed given when (a) personally delivered to an officer or other authorized representative of
the party to be notified or (b) after deposit in the United States mail as certified mail, postage
prepaid, return receipt requested or (c) sent by reputable overnight courier and addressed as
follows (or to such other address as a party may specify by notice given to the other party
pursuant to this provision):
If to the Guarantor:
TG Holdings I, LLC
8750 N. Central Expressway, Suite 1200
Dallas, Texas 75231
Attention: Legal Department
TopGolf USA El Segundo, LLC
Attn: Mr. Devin Charhon
8750 N. Central Expressway, Suite 1200
Dallas, Texas 75231
Attention: Legal Department
With a copy (which shall
not constitute notice) to:
If to the City:
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Dentons US LLP
2000 McKinney Avenue, Suite 1900
Dallas, Texas 75201
Attn: Donald A. Hammett, Jr.
City of El Segundo
Attn: City Clerk
W
Agreement No. 6261-2
If to the Company:
350 Main Street
City of El Segundo, CA 90245
ES Centercal, LLC
1600 East Franklin Street
El Segundo, California 90245
Attn: Fred W. Bruning and Jean Paul Wardy
ES Centercal, LLC
1600 East Franklin Street
El Segundo, California 90245
Attn: Sean Dennison
With a copy (which shall
not constitute notice) to:
Griffin Fletcher & Herndon LLP.
3500 Red Bank Road
Cincinnati, Ohio 45227
Attn: Richard Herndon, Esq.
Notwithstanding anything in this section to the contrary, any notice sent or mailed to the
last designated address of any person or party to which a notice may be or is required to be
delivered pursuant to the Guaranty, shall not be deemed ineffective if actual delivery cannot be
made due to a change of address of the person or party to which the notice is directed or if such
notice is rejected by such party.
13. GOVERNING LAW.
This Guaranty shall be construed in accordance with and governed by the laws of the
State of California and any suit, action or other legal proceeding relating to this Guaranty may be
brought only in the Los Angeles Superior Court. The Guarantor irrevocably consents to the
service of process of the aforementioned court in any such action or proceeding by the mailing of
copies thereof by certified or registered mail, postage prepaid, return receipt requested to the
Guarantor at its address set forth in Section 10 hereof, as such address may be changed from time
to time in accordance with such Section 10. Nothing herein shall affect the right of the City to
serve process in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against the Guarantor in any other jurisdiction in which the Guarantor may be
subject to suit.
14. INDEPENDENT OBLIGATIONS.
The obligations of the Guarantor hereunder are independent of the obligations of the
Company. In the event of any default hereunder, the City may institute a separate action against
the Guarantor with or without joining or instituting a separate action against the Company.
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Agreement No. 6261-2
15. CUMULATIVE.
All rights and remedies of the City and all obligations of the Guarantor under this
Guaranty are cumulative. In addition, the City shall have all rights and remedies available to it at
law or equity for the enforcement of this Guaranty.
16. SEVERABILITY.
Wherever possible each provision of this Guaranty shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this Guaranty shall be
prohibited by or invalid under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Guaranty.
17. LEGAL TENDER OF UNITED STATES.
All payments hereunder shall be made in coin or currency which at the time of payment is legal
tender in the United States of America for public and private debts.
18. NO MERGER OR ALTERATION
In the event the Guarantor acquire some real or personal property interest through the
Lease or otherwise with regard to the Property, such shall not alter or impair the City's rights or
the Guarantor's obligations under this Guaranty.
[Signatures on following page]
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Agreement No. 6261-2
IN WITNESS HEREOF, the Guarantor has duly executed this Guaranty as of date first
written above.
GUARANTOR:
TG HOLDINGS L LLC,
a Delaware limited liability company
By:
Name: i
Its:
CITY:
THE CITY OF EL SEGUNDO,
a general law City and Municipal corporation
By. --
Name:
Its:
Attest:
Tracy Weaver, City Clerk
Approved as Form:
Mark D. Hensley, City Attorney
Attest:
Tracy Weaver, City Clerk
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U5 Active111322680ZV-2
Agreement No. 6261-2
IN WITNESS HEREOF, the Guarantor has duly executed this Guaranty as of date first
written above.
GUARANTOR:
TG HOLDINGS I, LLC,
a Delaware limited liability company
By:.._
Name:
Its:
CITY:
THE CITY OF EL SEGUNDO,
a general law City and Municipal corporation
By:.
Name: Scott Mitnick
Its: City Manager
Attest:
Tracy Weaver "ity Clerk
Approved as Form:
Mark D. Hensley Attorney
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Agreement No. 6261-2
FOR PURPOSES OF SECTION 5 ONLY:
COMPANY:
ES CENTERCAL, LLC,
a Delaware limited liability company
By: CENTERCAL, LLC,
a Delaware limited liability company
By: CENTERCAL ASSOCIATES, LLC,
a Delaware limited liability company
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{32215 / 66600; 497504.7 }
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