<PAGE>
GUARANTY
This guaranty ("Guaranty"), dated as of July 5, 2000, is executed by
Darioush Khaledi and Shahpar Khaledi, husband and wife, Khaledi Family
Partnership II, a California general partnership, Darioush Khaledi, as trustee
of the Khaledi Family Trust under declaration of Trust dated May 17, 1995 (the
"Trust"), K.V. Property Company, a California general partnership, and Parviz
Vazin and Vida Vazin, husband and wife (collectively, "Guarantors"), in favor of
Unified Western Grocers, Inc., a California corporation ("Lender"), in order to
induce Lender to make a loan or loans (the "Loan") to 1999 Lawndale Associates
LLC, a California limited liability company ("Borrower"), pursuant to that
certain Term Loan Agreement between Lender and Borrower, dated of even date
herewith (the "Loan Agreement"), to be evidenced by a Promissory Note (the
"Note") in the original principal amount of $3,000,000. Capitalized terms used
and not otherwise defined herein shall have the same meanings as set forth in
the Loan Agreement.
1. Guaranty of Indebtedness. For valuable consideration, receipt of
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which is hereby acknowledged, each Guarantor jointly, severally, irrevocably and
unconditionally guarantees and promises to pay to Lender, or order, on demand in
lawful money of the United States of America, any and all Indebtedness of
Borrower to Lender arising from or in connection with the Loan Agreement and all
other Loan Documents. The word "Indebtedness" is used herein in its most
comprehensive sense and includes (a) the indebtedness evidenced by the Note; (b)
any and all existing and future obligations of Borrower to Lender under the Loan
Documents and any and all other existing and future obligations and liabilities
of Borrower made, incurred or created in connection with the transaction to
which the Loan Documents relate, whether due or not due, absolute or contingent,
voluntary or involuntary, liquidated or unliquidated, determined or
undetermined, whether Borrower may be liable individually or jointly with
others, whether recovery upon such indebtedness may be or hereafter become
barred by any statute of limitations, or whether such indebtedness may be or
hereafter become invalid or otherwise unenforceable; (c) any and all amendments,
modifications, renewals and/or extensions of any of the foregoing, including
without limitation amendments, modifications, renewals or extensions which are
evidenced by a new or additional instrument, document or agreement or which
change the rate of interest on any such indebtedness; and (d) any and all
interest that accrues on all or any part of such indebtedness after the filing
of any petition or pleading by or against Borrower or any other Person for a
proceeding under any chapter or provision of any present or future federal
bankruptcy legislation or amendments thereto.
2. Independent Obligations. The obligations of each Guarantor hereunder
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are independent of the obligations of Borrower, any other guarantor or any other
Person, and Lender may enforce any of its rights hereunder independently of any
other right or remedy that Lender may at any time hold with respect to the
Indebtedness or any security or other guaranty therefor. Without limiting the
generality of the foregoing, Lender may bring a separate action against any
Guarantor without first proceeding against Borrower, any other guarantor or any
other Person, or any security held by Lender, and regardless of whether Borrower
or any other guarantor or any other Person is joined in any such action. The
liability of each Guarantor hereunder shall at all times remain effective with
respect to the full amount of the Indebtedness notwithstanding any limitations
on the liability of Borrower to Lender contained in the Loan Documents or
elsewhere. Lender's rights hereunder shall not be exhausted by any action taken
by Lender until all
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Indebtedness has been fully paid and performed. The liability of each Guarantor
hereunder shall be reinstated and revived, and the rights of Lender shall
continue, with respect to any amount at any time paid on account of the
Indebtedness which shall thereafter be required to be restored or returned by
Lender upon the bankruptcy, insolvency or reorganization of Borrower, any other
guarantor or any other Person, or otherwise, all as though such amount had not
been paid.
3. Authority to Modify Indebtedness. Each Guarantor authorizes Lender,
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at any time and from time to time without notice and without affecting the
liability of any Guarantor hereunder, to: (a) alter the terms of all or any part
of the Indebtedness and any security and guaranties therefor, including without
limitation modification of times for payment and rates of interest; (b) accept
new or additional instruments, documents, agreements, security or guaranties in
connection with all or any part of the Indebtedness; (c) accept partial payments
on the Indebtedness; (d) waive, release, reconvey, terminate, abandon,
subordinate, exchange, substitute, transfer, compound, compromise, liquidate and
enforce all or any part of the Indebtedness and any security or guaranties
therefor, and apply any such security and direct the order or manner of sale
thereof (and bid and purchase at any such sale), as Lender in its discretion may
determine; (e) release Borrower, any guarantor or any other Person from any
personal liability with respect to all or any part of the Indebtedness; and (f)
assign this Guaranty in whole or in part.
4. Waivers. Each Guarantor hereby waives each of the following, to the
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fullest extent allowed by law:
(a) all statutes of limitations as a defense to any action
brought by Lender against any Guarantor;
(b) any defense based upon:
(i) the unenforceability or invalidity of all or any part
of the Indebtedness or any security or other guaranty for the
Indebtedness or the lack of perfection or failure of priority of any
security for the Indebtedness;
(ii) any act or omission of Lender or any other Person that
directly or indirectly results in the discharge or release of Borrower
or any other Person or any of the Indebtedness or any security
therefor; or
(iii) any disability or any other defense of Borrower or
any other Person with respect to the Indebtedness, whether consensual
or arising by operation of law or any bankruptcy, insolvency or
debtor-relief proceeding, or from any other cause;
(c) any right (whether now or hereafter existing) to require
Lender, as a condition to the enforcement of this Guaranty, to:
(i) accelerate the Indebtedness;
(ii) give notice to any Guarantor of the terms, time and
place of any public or private sale of any security for the
Indebtedness; or
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(iii) proceed against Borrower, any other guarantor or any
other Person, or proceed against or exhaust any security for the
Indebtedness.
(d) any and all rights of subrogation, reimbursement, indemnity
or contribution which any Guarantor may now or hereafter have against (i)
Borrower, any other guarantor or any person who now or hereafter has direct
or contingent liability (whether by contract, at law or in equity) for all
or any portion of the Indebtedness, or (ii) any property which now or
hereafter serves as collateral security for all or any portion of the
Indebtedness (and each Guarantor further agrees that, if and to the extent
that the waiver set forth in this subparagraph is ever held to be
unenforceable, all such rights of subrogation, reimbursement, indemnity and
contribution shall be junior and subordinate to the right of Lender to
obtain payment and performance of the Indebtedness and to all rights of
Lender in and to any property which now or hereafter serves as collateral
security for all or any portion of the Indebtedness);
(e) presentment, demand, protest and notice of any kind,
including without limitation notices of default and notice of acceptance of
this Guaranty;
(f) all suretyship rights and defenses of every nature otherwise
available under California law and the laws of any other state, including
without limitation all rights and defenses arising under Sections 2787
through 2855, inclusive, of the California Civil Code and any successor
provisions to those Sections; and
(g) all other rights and defenses the assertion or exercise of
which would in any way diminish the liability of any Guarantor hereunder.
5. Relationship of Parties. Each Guarantor represents and warrants to
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Lender that: (a) each Guarantor has received copies of the Loan Agreement, the
Note and the other Loan Documents and is familiar with and fully understands all
of their terms and conditions; (b) Lender has not made any representations or
warranties to any Guarantor regarding the creditworthiness of Borrower or the
prospects of repayment from sources other than Borrower; (c) this Guaranty is
executed at the request of Borrower; (d) each Guarantor has established adequate
means of obtaining from Borrower on a continuing basis financial and other
information pertaining to the business of Borrower; and (e) each Guarantor
assumes full responsibility for keeping fully informed with respect to the
business, operation, condition and assets of Borrower. Each Guarantor hereby
agrees that Lender shall have no duty to disclose or report to any Guarantor any
information now or hereafter known to Lender relating to the business,
operation, condition or assets of Borrower. Lender shall have no duty to inquire
into the authority or powers of Borrower or any officer, employee or agent of
Borrower with regard to any Indebtedness, and all Indebtedness made or created
in good faith reliance upon the professed exercise of any such authority or
powers shall be guaranteed hereunder.
6. Subordination. Until all of the Indebtedness has been paid in full,
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each Guarantor agrees that all existing and future debts, obligations and
liabilities of Borrower to each Guarantor (hereinafter collectively referred to
as "Subordinated Debt") shall be and hereby are expressly subordinated to the
Indebtedness, and the payment thereof is expressly deferred in right of
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payment to the prior payment in full of the Indebtedness. For purposes of this
Section 6, the Indebtedness shall not be deemed paid in full unless and until it
has been paid in full in cash.
6.1 Until the Indebtedness has been paid in full:
(a) No Guarantor will (i) collect or receive any cash or non-cash
payments on the Subordinated Debt, (ii) assert rights or declare a default
under or enforce payment of the Subordinated Debt by legal proceedings or
otherwise, or (iii) assign or transfer all or any part of the Subordinated
Debt;
(b) No Guarantor will permit Borrower to (i) pay to any Guarantor
all or any part of the Subordinated Debt, (ii) transfer any property to any
Guarantor in payment of or as security for the payment of all or any part
of the Subordinated Debt, (iii) execute or deliver any instrument as
evidence of all or any part of the Subordinated Debt, or (iv) establish any
sinking fund, reserve, or like set aside of funds or other property for the
redemption, retirement or repayment of all or any part of the Subordinated
Debt; and
(c) Without the prior written consent of Lender, no Guarantor
will file any petition against Borrower under any chapter or provision of
any present or future federal bankruptcy legislation, or amendments
thereto, or any complaint, petition or other pleading against Borrower
calling for its reorganization, liquidation, composition or receivership,
or for other similar relief under federal or state law.
6.2 Upon any distribution of assets of Borrower upon any dissolution,
winding up, liquidation or reorganization of Borrower, whether in bankruptcy,
insolvency, reorganization or receivership proceedings, or upon an assignment
for the benefit of creditors or any other marshaling of the assets and
liabilities of Borrower, or otherwise:
(a) the holders of the Indebtedness shall be entitled to receive
payment in full of the Indebtedness before any Guarantor is entitled to
receive any payment on account of the Subordinated Debt;
(b) any payment by, or distribution of assets of, Borrower of any
kind or character, whether in cash, property or securities, to which any
Guarantor would be entitled except for this subordination shall be paid or
delivered by the Person making such payment or distribution, whether a
trustee in bankruptcy, a receiver or liquidating trustee, or otherwise,
directly to the holders of the Indebtedness to be held as additional
security for the Indebtedness in an interest bearing account until the
Indebtedness has been paid in full; and
(c) if, notwithstanding the foregoing, any payment by, or
distribution of assets of, Borrower of any kind or character, whether in
cash, property or securities, in respect of any Subordinated Debt shall be
received by any Guarantor before the Indebtedness is paid in full, such
payment or distribution shall be held in trust and immediately paid over in
kind to the holders of the Indebtedness to be held as additional
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security for the Indebtedness in an interest bearing account until the
Indebtedness has been paid in full.
6.3 Each Guarantor authorizes and directs Borrower to take such
action as may be necessary or appropriate to effectuate and maintain the
subordination provided herein.
6.4 No right of any holder of the Indebtedness to enforce the
subordination herein shall at any time or in any way be prejudiced or impaired
by any act or failure to act on the part of Borrower, Lender or any other Person
or by any noncompliance by the Borrower, Lender or any other Person with the
terms, provisions and covenants hereof or of the Loan Documents regardless of
any knowledge thereof that any such holder of the Indebtedness may have or be
otherwise charged with.
6.5 Nothing express or implied herein shall give any Person other
than Borrower, Lender and each Guarantor any benefit or any legal or equitable
right, remedy or claim hereunder.
6.6 If any Guarantor shall institute or participate in any suit,
action or proceeding against Borrower in violation of the terms hereof, Borrower
may interpose as a defense or dilatory plea this subordination, and the holders
of the Indebtedness are irrevocably authorized to intervene and to interpose
such defense or plea in their name or in Borrower's name.
7. Representations and Warranties. Each Guarantor represents and
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warrants to Lender, with respect to itself, that:
7.1 Authority of Guarantors. Each Guarantor has all requisite power
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and authority to conduct its business and to own and lease its properties.
7.2 Execution, Delivery and Performance of Guaranty. Each Guarantor
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has all requisite power and authority to execute, deliver, and perform all of
its obligations under this Guaranty. The execution, delivery, and performance
by each Guarantor of all of its obligations under this Guaranty have been duly
authorized by all necessary action and do not and will not:
(a) result in or require the creation or imposition of any lien,
right of others, or other encumbrance of any nature (other than under this
Guaranty and any related security documents) upon or with respect to any
property now owned or leased or hereafter acquired by any Guarantor;
(b) violate any provision of any law, regulation, judgment,
decree or award presently in effect having applicability to any Guarantor;
(c) result in a breach of, constitute a default under, or cause
or permit the acceleration of any obligation owed under, any indenture,
loan agreement, lease, or any other agreement or instrument, to which any
Guarantor is a party or by which any Guarantor or any of its property is
bound or affected;
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(d) require any consent or approval not heretofore obtained of
any Person having any interest in any Guarantor; or
(e) violate any provision of, or require any consent under, any
partnership agreement, articles of incorporation, by-laws or any other
governing document or charter applicable to any Guarantor or to any general
partner of any Guarantor.
7.3 Enforceability. This Guaranty, when executed and delivered,
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shall constitute the valid and binding obligation of each Guarantor, enforceable
in accordance with its terms.
7.4 Financial and Other Information. All financial information
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furnished to Lender with respect to each Guarantor in connection with the Loan
(a) is complete and correct in all material respects; (b) accurately presents
the financial condition of that Guarantor; and (c) has been prepared in
accordance with generally accepted accounting principles consistently applied.
All other reports, papers, data and information furnished to Lender with respect
to each Guarantor in connection with the Loan are accurate and correct in all
material respects and complete insofar as completeness is necessary to give
Lender a true and accurate knowledge of their subject matter. Without limiting
the generality of the foregoing, there has been no material adverse change in
the condition, financial or otherwise, of any Guarantor since the date of the
financial statements and other reports, papers, data and information furnished
to Lender.
7.5 Tax Liability. Each Guarantor has filed all tax returns
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(federal, state and local) required to be filed and has paid all taxes shown
thereon to be due and all property taxes due, including interest and penalties,
if any. The charges, accruals and reserves on the books of each Guarantor in
respect of taxes or other governmental charges are adequate.
7.6 Compliance with Laws. Each Guarantor has complied in all
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material respects with all laws, regulations and requirements applicable to its
business and has obtained all authorizations, consents, approvals, orders,
licenses, exemptions from, and has accomplished all filings or registrations or
qualifications with, any court or governmental department, public body,
authority, commission, board, bureau, agency or instrumentality, that may be
necessary for the transaction of its business.
7.7 Compliance With Agreements. Each Guarantor has complied in all
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material respects with all indentures, loan agreements, leases and all other
agreements and instruments to which such Guarantor is a party or by which such
Guarantor or any of its property is bound or affected.
7.8 Litigation. There are no material actions, suits or proceedings
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pending or threatened against or affecting any Guarantor or any property of any
Guarantor before any court or governmental department, public body or authority.
7.9 No Default. No Event of Default or condition, event, act or
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omission which, with the giving of notice or the passage of time, or both, would
be an Event of Default, has occurred and is continuing.
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8. Notice of Certain Events. Each Guarantor shall give written notice to
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Lender promptly (in any event within five (5) days after such Guarantor learns
of same) of any of the following:
(a) the institution of any litigation or legal or administrative
proceeding or investigation pending against or materially affecting such
Guarantor, or any of such Guarantor's properties; and
(b) the occurrence of any Event of Default or event or condition
which, with the giving of notice or the passage of time, or both, would be
an Event of Default.
9. Continuing Financial Reports. Each Guarantor shall deliver to Lender,
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promptly and in any event within thirty (30) days of filing the same with the
Internal Revenue Service, a copy of each federal income tax return filed while
this Guaranty remains in effect. In addition, each Guarantor shall deliver to
Lender, on or before March 31 during each year in which this Guaranty remains in
effect, a balance sheet for such Guarantor prepared by a certified public
accountant which fairly presents the financial position of Guarantor as of
December 31 of the prior year.
10. Deeds of Trust on Real Property. In the event that all or any part of
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the Indebtedness is at any time secured by a deed of trust or deeds of trust
encumbering interests in real property, each Guarantor authorizes Lender, at its
sole option, without notice or demand and without affecting the liability of any
Guarantor hereunder, to foreclose any or all of such deeds of trust by judicial
or nonjudicial sale. Each Guarantor expressly waives any defense to the
recovery by Lender from such Guarantor of any deficiency after a nonjudicial
sale, including without limitation any defense arising as a result of any
election of remedies by Lender which limits or destroys any Guarantor's
subrogation rights or any Guarantor's rights to proceed against Borrower for
reimbursement (including without limitation any election by Lender to exercise
its rights under the power of sale in any mortgage or deed of trust and any
consequential loss by any Guarantor of the right to recover any deficiency from
Borrower). Each Guarantor waives any defense or benefit that may be derived
from California Code of Civil Procedure Sections 580a, 580b, 580d or 726, or
comparable provisions of the laws of any other state, and all other suretyship
defenses it would otherwise have under California law or the laws of any other
state. Each Guarantor waives any right to receive notice of any judicial or
nonjudicial sale or foreclosure of any real property, and the failure of any
Guarantor to receive such notice shall not impair or affect that Guarantor's
liability hereunder. Without limiting the generality of any of the foregoing:
10.1 Each Guarantor waives all rights and defenses that such Guarantor
may have because any Obligation guaranteed hereby is secured by real property.
This means, among other things:
(1) Lender may collect from any Guarantor without first
foreclosing on any real or personal property collateral pledged by
Borrower (or by any other Person) with respect to any such guaranteed
Obligation.
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(2) If Lender forecloses on any real property collateral
pledged by Borrower (or by any other Person) with respect to any such
guaranteed Obligation:
(A) The amount of such Obligation 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.
(B) Lender may collect from any Guarantor even if
Lender, by foreclosing on the real property collateral, has
destroyed any right such Guarantor may have to collect from
Borrower (or from any other Person who pledged such collateral).
This is an unconditional and irrevocable waiver of any rights and defenses any
Guarantor may have because any Obligation that is guaranteed hereby is secured
by real property. 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.
10.2 Each Guarantor waives all rights and defenses arising out of an
election of remedies by Lender, even though that election of remedies, such as a
nonjudicial foreclosure with respect to security for a guaranteed Obligation,
has destroyed such Guarantor's rights of subrogation and reimbursement against
the principal by the operation of Section 580d of the California Code of Civil
Procedure or otherwise. Pursuant to Section 580a of the California Code of
Civil Procedure, each Guarantor, after a nonjudicial sale under any deed of
trust under which Borrower is the trustor and which secures obligations
guarantied hereby), may have the right to limit Lender's recovery against such
Guarantor under this Guaranty to the lesser of: (i) the difference between the
Obligations due at the time of such foreclosure sale and the fair market value
of the real property sold at the foreclosure sale, with interest thereon from
the date of the sale, or (ii) the difference between the Obligations and the
sale price of such real property at such sale, exclusive of interest after the
date of the sale. Each Guarantor hereby waives such right and the comparable
right under Section 726b of the California Code of Civil Procedure and agrees
that, in the event of a foreclosure sale under any deed of trust under which
Borrower is the trustor and which secures obligations guarantied hereby, whether
judicial or nonjudicial, the Obligations shall be reduced only by the amount
credit bid by Lender or actually received by Lender through a third party bid at
such sale, whether or not such sale is deemed to be commercially reasonable, and
not by the fair value (as referred to in Section 726b) or the fair market value
(as referred to in Section 580a) of the property sold at that sale or any other
amounts that Lender may be deemed under law to have received.
11. Security Interest.
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11.1 Deposits. Each Guarantor hereby assigns to Lender, as security
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for that Guarantor's obligations hereunder, all moneys, securities and other
property of that Guarantor now or hereafter in the possession of or on deposit
with Lender, whether held in a general or special account or deposit, or for
safekeeping or otherwise (collectively, the "Deposit Collateral"); and every
such right to or relating to the Deposit Collateral may be exercised without
demand upon or notice to any Guarantor. No right to or relating to the Deposit
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Collateral shall be deemed to have been waived by any act or conduct on the part
of Lender, or by any neglect to exercise such right or by any delay in doing so,
and every such right shall continue in full force and effect until specifically
waived or released by an instrument in writing executed by Lender.
11.2 Stock. The obligations of the Trust and Parviz Vazin and Vida
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Vazin, husband and wife, are secured by all shares of capital stock of K.V. Mart
now or hereafter owned by such Guarantor (the "Stock Collateral"). Each
Guarantor listed in this Section 11.2 shall execute a pledge agreement in favor
of Lender whereby each such Guarantor pledges the Stock Collateral to Lender.
12. Reasonableness and Effect of Waivers. Each Guarantor warrants and
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agrees that each of the waivers set forth in this Guaranty is made with full
knowledge of its significance and consequences and that, under the
circumstances, the waivers are reasonable and not contrary to public policy or
law. If any of such waivers are determined to be contrary to any applicable law
or public policy, such waivers shall be effective only to the maximum extent
permitted by law.
13. Cumulative Remedies; No Waiver. The rights, powers and remedies of
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Lender hereunder are cumulative and not exclusive of any other right, power or
remedy which Lender would otherwise have. No failure or delay on the part of
Lender in exercising any such right, power or remedy may be, or may be deemed to
be, a waiver thereof; nor may any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder or under the other Loan Documents.
14. Costs and Expenses of Enforcement. Each Guarantor agrees to pay to
---------------------------------
Lender, on demand, all costs and expenses, including attorneys' fees, incurred
by Lender in exercising any right, power or remedy conferred by this Guaranty,
or in the enforcement of this Guaranty, whether or not any action is filed in
connection therewith. Until paid to Lender, such amounts shall bear interest,
commencing with Lender's demand therefor, at the default rate of interest set
forth in the Note or, if there is no such default rate, at the rate of interest
set forth in the Note.
15. Notices. Any notice or demand which is required or permitted to be
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given or served upon any Guarantor hereunder shall be deemed so given or served
if personally delivered or if sent by certified or registered United States
mail, postage prepaid, with return receipt requested. If mailed, any such
notice or demand shall be effective upon the earlier of (a) 3 business days
after mailing, or (b) actual receipt as evidenced by the return receipt, and
shall be addressed as follows:
Darioush Khaledi and Shahpar Khaledi
c/o K.V. Mart Co.
1245 East Watson Center Road
Carson, California 90745-4207
Attention: Mr. Darioush Khaledi
Darioush Khaledi, as trustee of the Khaledi Family Trust
c/o K.V. Mart Co.
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1245 East Watson Center Road
Carson, California 90745-4207
Attention: Mr. Darioush Khaledi
K.V. Property Company
c/o K.V. Mart Co.
1245 East Watson Center Road
Carson, California 90745-4207
Attention: Mr. Darioush Khaledi
Parviz Vazin and Vida Vazin
c/o K.V. Mart Co.
1245 East Watson Center Road
Carson, California 90745-4207
Attention: Mr. Parviz Vazin
Khaledi Family Partnership II
c/o K.V. Mart Co.
1245 East Watson Center Road
Carson, California 90745-4207
Attention: Mr. Darioush Khaledi
Any Guarantor may change its address for service of notice by giving written
notice of such change to Lender. If mailed, such notice to Lender shall be
effective only upon actual receipt and shall be addressed to Lender as follows:
Unified Western Grocers, Inc.
5200 Sheila Street
Commerce, CA 90040
Attention: Robert M. Ling, Jr.
Executive Vice President,
General Counsel and Secretary
With a copy to:
Sheppard, Mullin, Richter & Hampton LLP
333 South Hope Street, 48th Floor
Los Angeles, CA 90071
Attention: John D. Hussey, Esquire
16. Binding Agreement; Assignment; Amendment. This Guaranty and the
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terms, covenants and conditions hereof shall be binding upon and inure to the
benefit of each Guarantor, Lender and their respective successors and assigns,
except that no Guarantor shall be permitted to transfer, convey or assign this
Guaranty or any right or obligation hereunder without the prior written consent
of Lender (and any attempt to do so shall be void). Lender may assign its
interest hereunder in whole or in part. Neither this Guaranty nor any provision
hereof may be
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amended, modified, waived, discharged or terminated except by an instrument in
writing duly signed by or on behalf of Lender.
17. Counterparts. This Guaranty may be executed in any number of
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counterparts and any party hereto may execute any counterpart, each of which
when executed and delivered shall be deemed to be an original and all of which,
taken together, shall be deemed to be but one and the same instrument. The
execution and delivery of this Guaranty by any Guarantor shall be effective
regardless of whether any other Guarantor has executed this or any other copy of
this Guaranty.
18. Severability. In the event that any right or remedy of Lender
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hereunder is held to be invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability shall not affect any other right or remedy
granted hereunder.
19. Governing Law. This Guaranty shall be governed by, and construed and
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enforced in accordance with, the laws of the State of California.
20. Civil Code Section 2822. In the event that, at any time and for any
-----------------------
reason, any Guarantor's liability with respect to any obligation guaranteed
constitutes only a portion of the applicable obligation, each Guarantor hereby
waives any right it might otherwise have under Section 2822 of the California
Civil Code to have Borrower designate the portion of any such obligation to be
satisfied in the event that Borrower provides partial satisfaction of such
obligation. Each Guarantor acknowledges and agrees that Borrower may already
have agreed with Lender, or may hereafter agree, that in any such event the
designation of the portion of the obligation to be satisfied shall, to the
extent not expressly made by the terms of the Loan Documents, be made by Lender
rather than Borrower.
21. Joint and Several Liability. All obligations of Guarantors under this
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Guaranty shall constitute the joint and several liability of each Guarantor.
22. Miscellaneous. Whenever the context requires, all terms used herein
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in the singular shall be construed in the plural and vice versa, and each gender
shall include each other gender. The term "Borrower" shall mean both the named
Borrower and any other Person at any time and from time to time assuming or
otherwise becoming primarily liable on all or any part of the Indebtedness.
Section headings in this Guaranty are included for convenience of reference only
and are not a part of this Guaranty for any other purpose.
23. Married Persons. Any married person who signs this Guaranty hereby
---------------
agrees that recourse may be had against his or her separate property, and
against any community property in which he or she has an interest, for all of
his or her obligations hereunder.
[END OF TEXT]
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<PAGE>
IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly
executed as of the date first written above.
_________________________________
Darioush Khaledi
_________________________________
Shahpar Khaledi
_________________________________
Darioush Khaledi, as trustee of the Khaledi Family
Trust under declaration of Trust dated May 17, 1995
K.V. PROPERTY COMPANY
_________________________________
By:
Its:
_________________________________
Parviz Vazin
_________________________________
Vida Vazin
KHALEDI FAMILY PARTNERSHIP II
_________________________________
By:
Its:
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