{"id":41048,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/guaranty-3dfx-interactive-inc-and-bank-one-texas-n-a.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"guaranty-3dfx-interactive-inc-and-bank-one-texas-n-a","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/guaranty-3dfx-interactive-inc-and-bank-one-texas-n-a.html","title":{"rendered":"Guaranty &#8211; 3dfx Interactive Inc. and Bank One, Texas, N.A."},"content":{"rendered":"<pre>                                                        [3Dfx Interactive, Inc.]\n\n\n                                    GUARANTY\n\n        THIS GUARANTY is made as of November 23, 1999, by 3Dfx INTERACTIVE, INC.\n('Guarantor'), in favor of BANK ONE, TEXAS, N.A., a national banking\nassociation, as agent for Lenders, as such term is defined in the Credit\nAgreement described below (in such capacity 'Agent').\n\n                                    RECITALS:\n\n        1.   STB System, Inc., a Texas corporation ('Borrower') executed: (i) in\nfavor of Bank One, Texas, N.A. that certain promissory note dated as of January\n30, 1998, payable to the order of Bank One, Texas, N.A. in the aggregate\nprincipal amount of $15,000,000; (ii) in favor of Sanwa Business Credit\nCorporation that certain promissory note dated as of January 30, 1998, payable\nto the order of Sanwa Business Credit Corporation in the aggregate principal\namount of $15,000,000; and (iii) in favor of Comerica Bank - California, that\ncertain promissory note dated as of January 30, 1998, payable to the order of\nComerica Bank - California in the aggregate principal amount of $10,000,000\n(such promissory notes, as from time to time amended, and all promissory notes\ngiven in substitution, renewal or extension therefore or thereof, in whole or in\npart, being herein collectively called the 'Note').\n\n        2.   The Note was executed pursuant to a Credit Agreement dated as of\nNovember 21, 1997, (herein, as from time to time amended, supplemented or\nrestated, called the 'Credit Agreement'), by and between Borrower, Agent and\nLenders, pursuant to which Lenders have agreed to advance funds to Borrower\nunder the Note.\n\n        3.   It is a condition precedent to Lenders' obligations to advance\nfunds pursuant to the Credit Agreement that Guarantor shall execute and deliver\nto Agent a satisfactory guaranty of Borrower's obligations under the Note and\nthe Credit Agreement.\n\n        4.   Guarantor owns directly, or indirectly through one or more\nsubsidiaries, one hundred percent (100%) of the outstanding shares of capital\nstock of Borrower.\n\n        5.   Borrower, Guarantor, and the other direct and indirect subsidiaries\nof Guarantor are mutually dependent on each other in the conduct of their\nrespective businesses, with the credit needed from time to time by each often\nbeing provided by another or by means of financing obtained by one such\naffiliate with the support of the others for their mutual benefit and the\nability of each to obtain such financing being dependent on the successful\noperations of the others.\n\n        6.   The board of directors of Guarantor has determined that Guarantor's\nexecution, delivery and performance of this Guaranty may reasonably be expected\nto benefit Guarantor, directly or indirectly, and are in the best interests of\nGuarantor.\n\n\n\n\n        NOW, THEREFORE, in consideration of the premises, of the benefits which\nwill inure to Guarantor from Lenders' advances of funds to Borrower under the\nCredit Agreement, and of Ten Dollars and other good and valuable consideration,\nthe receipt and sufficiency of all of which are hereby acknowledged, and in\norder to induce Lenders to advance funds under the Credit Agreement, Guarantor\nhereby agrees with Agent, for the benefit of Agent and Lenders as follows:\n\n\n                                   AGREEMENTS\n\n        Section 1. Definitions. Reference is hereby made to the Credit Agreement\nfor all purposes. All terms used in this Guaranty which are defined in the\nCredit Agreement and not otherwise defined herein shall have the same meanings\nwhen used herein. All references herein to any Obligation Document, Loan\nDocument, or other document or instrument refer to the same as from time to time\namended, supplemented or restated. As used herein the following terms shall have\nthe following meanings:\n\n        'Agent' means the Person who, at the time in question, is the 'Agent'\nunder the Credit Agreement. Whenever there is only one Lender under the Credit\nAgreement, 'Agent' shall also refer to such Lender in such capacity as the only\nLender.\n\n        'Lenders' means Bank One, Texas, N.A. and all other Persons who at any\ntime are 'Lenders' under the Credit Agreement.\n\n        'Obligations' means collectively all of the indebtedness, obligations,\nand undertakings which are guaranteed by Guarantor and described in subsections\n(a) and (b) of Section 2.\n\n        'Obligation Documents' means this Guaranty, the Note, the Credit\nAgreement, the Loan Documents, all other documents and instruments under, by\nreason of which, or pursuant to which any or all of the Obligations are\nevidenced, governed, secured, or otherwise dealt with, and all other documents,\ninstruments, agreements, certificates, legal opinions and other writings\nheretofore or hereafter delivered in connection herewith or therewith.\n\n        'Obligors' means Borrower, Guarantor and any other endorsers, guarantors\nor obligors, primary or secondary, of any or all of the Obligations.\n\n        'Security' means any rights, properties, or interests of Agent or\nLenders, under the Obligation Documents or otherwise, which provide recourse or\nother benefits to Agent or Lenders in connection with the Obligations or the\nnon-payment or non-performance thereof, including collateral (whether real or\npersonal, tangible or intangible) in which Agent or Lenders have rights under or\npursuant to any Obligation Documents, guaranties of the payment or performance\nof any Obligation, bonds, surety agreements, keep-well agreements, letters of\ncredit, rights of subrogation, rights of offset, and rights pursuant to which\nother claims are subordinated to the Obligations.\n\n\n\n                                       2\n\n\n        Section 2. Guaranty.\n\n        (a) Guarantor hereby irrevocably, absolutely, and unconditionally\nguarantees to Agent and each Lender the prompt, complete, and full payment when\ndue, and no matter how the same shall become due, of:\n\n             (i) the Note, including all principal, all interest thereon and all\n        other sums payable thereunder; and\n\n             (ii) All other sums payable under the other Obligation Documents,\n        whether for principal, interest, fees or otherwise; and\n\n             (iii) Any and all other indebtedness or liabilities which Borrower\n        may at any time owe to Agent or any Lender, whether incurred heretofore\n        or hereafter or concurrently herewith, voluntarily or involuntarily,\n        whether owed alone or with others, whether fixed, contingent, absolute,\n        inchoate, liquidated or unliquidated, whether such indebtedness or\n        liability arises by notes, discounts, overdrafts, open account\n        indebtedness or in any other manner whatsoever, and including interest,\n        attorneys' fees and collection costs as may be provided by law or in any\n        instrument evidencing any such indebtedness or liability.\n\nWithout limiting the generality of the foregoing, Guarantor's liability\nhereunder shall extend to and include all post-petition interest, expenses, and\nother duties and liabilities of Borrower described above in this subsection (a),\nor below in the following subsection (b), which would be owed by Borrower but\nfor the fact that they are unenforceable or not allowable due to the existence\nof a bankruptcy, reorganization, or similar proceeding involving Borrower.\n\n        (b) Guarantor hereby irrevocably, absolutely, and unconditionally\nguarantees to Agent and each Lender the prompt, complete and full performance,\nwhen due, and no matter how the same shall become due, of all obligations and\nundertakings of Borrower to Agent or such Lender under, by reason of, or\npursuant to any of the Obligation Documents.\n\n        (c) If Borrower shall for any reason fail to pay any Obligation, as and\nwhen such Obligation shall become due and payable, whether at its stated\nmaturity, as a result of the exercise of any power to accelerate, or otherwise,\nGuarantor will, forthwith upon demand by Agent, pay such Obligation in full to\nAgent for the benefit of Agent or the Lender to whom such Obligation is owed. If\nBorrower shall for any reason fail to perform promptly any Obligation, Guarantor\nwill, forthwith upon demand by Agent, cause such Obligation to be performed or,\nif specified by Agent, provide sufficient funds, in such amount and manner as\nAgent shall in good faith determine, for the prompt, full and faithful\nperformance of such Obligation by Agent or such other Person as Agent shall\ndesignate.\n\n        (d) If either Borrower or Guarantor fails to pay or perform any\nObligation as described in the immediately preceding subsections (a), (b), or\n(c) Guarantor will incur the\n\n\n\n                                       3\n\n\nadditional obligation to pay to Agent, and Guarantor will forthwith upon demand\nby Agent pay to Agent, the amount of any and all reasonable expenses, including\nfees and disbursements of Agent's counsel and of any experts or agents retained\nby Agent, which Agent may incur as a result of such failure.\n\n        (e) As between Guarantor and Agent or Lenders, this Guaranty shall be\nconsidered a primary and liquidated liability of Guarantor.\n\n        Section 3. Unconditional Guaranty.\n\n        (a) No action which Agent or any Lender may take or omit to take in\nconnection with any of the Obligation Documents, any of the Obligations (or any\nother indebtedness owing by Borrower to Agent or any Lender), or any Security,\nand no course of dealing of Agent or any Lender with any Obligor or any other\nPerson, shall release or diminish Guarantor's obligations, liabilities,\nagreements or duties hereunder, affect this Guaranty in any way, or afford\nGuarantor any recourse against Agent or any Lender, regardless of whether any\nsuch action or inaction may increase any risks to or liabilities of Agent or any\nLender or any Obligor or increase any risk to or diminish any safeguard of any\nSecurity. Without limiting the foregoing, Guarantor hereby expressly agrees that\nAgent and Lenders may, from time to time, without notice to or the consent of\nGuarantor, do any or all of the following:\n\n             (i) Amend, change or modify, in whole or in part, any one or more\n        of the Obligation Documents and give or refuse to give any waivers or\n        other indulgences with respect thereto.\n\n             (ii) Neglect, delay, fail, or refuse to take or prosecute any\n        action for the collection or enforcement of any of the Obligations, to\n        foreclose or take or prosecute any action in connection with any\n        Security or Obligation Document, to bring suit against any Obligor or\n        any other Person, or to take any other action concerning the Obligations\n        or the Obligation Documents.\n\n             (iii) Accelerate, change, rearrange, extend, or renew the time,\n        rate, terms, or manner for payment or performance of any one or more of\n        the Obligations (whether for principal, interest, fees, expenses,\n        indemnifications, affirmative or negative covenants, or otherwise).\n\n             (iv) Compromise or settle any unpaid or unperformed Obligation or\n        any other obligation or amount due or owing, or claimed to be due or\n        owing, under any one or more of the Obligation Documents.\n\n             (v) Take, exchange, amend, eliminate, surrender, release, or\n        subordinate any or all Security for any or all of the Obligations,\n        accept additional or substituted Security therefor, and perfect or fail\n        to perfect Agent's or Lenders' rights in any or all Security.\n\n\n\n                                       4\n\n\n             (vi) Discharge, release, substitute or add Obligors.\n\n             (vii) Apply all monies received from Obligors or others, or from\n        any Security for any of the Obligations, as Agent or Lenders may\n        determine to be in their best interest, without in any way being\n        required to marshal Security or assets or to apply all or any part of\n        such monies upon any particular Obligations.\n\n        (b) No action or inaction of any Obligor or any other Person, and no\nchange of law or circumstances, shall release or diminish Guarantor's\nobligations, liabilities, agreements, or duties hereunder, affect this Guaranty\nin any way, or afford Guarantor any recourse against Agent or any Lender.\nWithout limiting the foregoing, the obligations, liabilities, agreements, and\nduties of Guarantor under this Guaranty shall not be released, diminished,\nimpaired, reduced, or affected by the occurrence of any or all of the following\nfrom time to time, even if occurring without notice to or without the consent of\nGuarantor:\n\n             (i) Any voluntary or involuntary liquidation, dissolution, sale of\n        all or substantially all assets, marshaling of assets or liabilities,\n        receivership, conservatorship, assignment for the benefit of creditors,\n        insolvency, bankruptcy, reorganization, arrangement, or composition of\n        any Obligor or any other proceedings involving any Obligor or any of the\n        assets of any Obligor under laws for the protection of debtors, or any\n        discharge, impairment, modification, release, or limitation of the\n        liability of, or stay of actions or lien enforcement proceedings\n        against, any Obligor, any properties of any Obligor, or the estate in\n        bankruptcy of any Obligor in the course of or resulting from any such\n        proceedings.\n\n             (ii) The failure by Agent or any Lender to file or enforce a claim\n        in any proceeding described in the immediately preceding subsection (I)\n        or to take any other action in any proceeding to which any Obligor is a\n        party.\n\n             (iii) The release by operation of law of any Obligor from any of\n        the Obligations or any other obligations to Agent or any Lender.\n\n             (iv) The invalidity, deficiency, illegality, or unenforceability of\n        any of the Obligations or the Obligation Documents, in whole or in part,\n        any bar by any statute of limitations or other law of recovery on any of\n        the Obligations, or any defense or excuse for failure to perform on\n        account of force majeure, act of God, casualty, impossibility,\n        impracticability, or other defense or excuse whatsoever.\n\n             (v) The failure of any Obligor or any other Person to sign any\n        guaranty or other instrument or agreement within the contemplation of\n        any Obligor, Agent or any Lender.\n\n             (vi) The fact that Guarantor may have incurred directly part of the\n        Obligations or is otherwise primarily liable therefor.\n\n\n\n                                       5\n\n\n             (vii) Without limiting any of the foregoing, any fact or event\n        (whether or not similar to any of the foregoing) which in the absence of\n        this provision would or might constitute or afford a legal or equitable\n        discharge or release of or defense to a guarantor or surety other than\n        the actual payment and performance by Guarantor under this Guaranty.\n\n        (c) Agent and Lenders may invoke the benefits of this Guaranty before\npursuing any remedies against any Obligor or any other Person and before\nproceeding against any Security now or hereafter existing for the payment or\nperformance of any of the Obligations. Agent and Lenders may maintain an action\nagainst Guarantor on this Guaranty without joining any other Obligor therein and\nwithout bringing a separate action against any other Obligor.\n\n        (d) If any payment to Agent or any Lender by any Obligor is held to\nconstitute a preference or a voidable transfer under applicable state or federal\nlaws, or if for any other reason Agent or any Lender is required to refund such\npayment to the payor thereof or to pay the amount thereof to any other Person,\nsuch payment to Agent or such Lender shall not constitute a release of Guarantor\nfrom any liability hereunder, and Guarantor agrees to pay such amount to Agent\nor such Lender on demand and agrees and acknowledges that this Guaranty shall\ncontinue to be effective or shall be reinstated, as the case may be, to the\nextent of any such payment or payments. Any transfer by subrogation which is\nmade as contemplated in [Section 6] prior to any such payment or payments shall\n(regardless of the terms of such transfer) be automatically voided upon the\nmaking of any such payment or payments, and all rights so transferred shall\nthereupon revert to and be vested in Agent and Lenders.\n\n        (e) This is a continuing guaranty and shall apply to and cover all\nObligations and renewals and extensions thereof and substitutions therefor from\ntime to time.\n\n        Section 4. Waiver. Guarantor hereby waives, with respect to the\nObligations, this Guaranty, and the other Obligation Documents:\n\n        (a) notice of the incurrence of any Obligation by Borrower, and notice\nof any kind concerning the assets, liabilities, financial condition,\ncreditworthiness, businesses, prospects, or other affairs of Borrower (it being\nunderstood and agreed that: (I) Guarantor shall take full responsibility for\ninforming itself of such matters, (ii) neither Agent nor any Lender shall have\nany responsibility of any kind to inform Guarantor of such matters, and (iii)\nAgent and Lenders are hereby authorized to assume that Guarantor, by virtue of\nits relationships with Borrower which are independent of this Guaranty, has full\nand complete knowledge of such matters whenever Lenders extend credit to\nBorrower or take any other action which may change or increase Guarantor's\nliabilities or losses hereunder).\n\n        (b) notice that Agent, any Lender, any Obligor, or any other Person has\ntaken or omitted to take any action under any Obligation Document or any other\nagreement or instrument relating thereto or relating to any Obligation.\n\n\n\n                                       6\n\n\n        (c) notice of acceptance of this Guaranty and all rights of Guarantor\nunder Section 34.02 of the Texas Business and Commerce Code.\n\n        (d) demand, presentment for payment, and notice of demand, dishonor,\nnonpayment, or nonperformance.\n\n        (e) notice of intention to accelerate, notice of acceleration, protest,\nnotice of protest, notice of any exercise of remedies (as described in the\nfollowing Section 5 or otherwise), and all other notices of any kind whatsoever.\n\n        Section 5. Exercise of Remedies. Agent and each Lender shall have the\nright to enforce, from time to time, in any order and at Agent's or such\nLender's sole discretion, any rights, powers and remedies which Agent or such\nLender may have under the Obligation Documents or otherwise, including judicial\nforeclosure, the exercise of rights of power of sale, the taking of a deed or\nassignment in lieu of foreclosure, the appointment of a receiver to collect\nrents, issues and profits, the exercise of remedies against personal property,\nor the enforcement of any assignment of leases, rentals, oil or gas production,\nor other properties or rights, whether real or personal, tangible or intangible;\nand Guarantor shall be liable to Agent and each Lender hereunder for any\ndeficiency resulting from the exercise by Agent or any Lender of any such right\nor remedy even though any rights which Guarantor may have against Borrower or\nothers may be destroyed or diminished by exercise of any such right or remedy.\nNo failure on the part of Agent or any Lender to exercise, and no delay in\nexercising, any right hereunder or under any other Obligation Document shall\noperate as a waiver thereof; nor shall any single or partial exercise of any\nright preclude any other or further exercise thereof or the exercise of any\nother right. The rights, powers and remedies of Agent and each Lender provided\nherein and in the other Obligation Documents are cumulative and are in addition\nto, and not exclusive of, any other rights, powers or remedies provided by law\nor in equity. The rights of Agent and each Lender hereunder are not conditional\nor contingent on any attempt by Agent or any Lender to exercise any of its\nrights under any other Obligation Document against any Obligor or any other\nPerson.\n\n        Section 6. Limited Subrogation. Until all of the Obligations have been\npaid and performed in full Guarantor shall have no right to exercise any right\nof subrogation, reimbursement, indemnity, exoneration, contribution or any other\nclaim which it may now or hereafter have against or to any Obligor or any\nSecurity in connection with this Guaranty (including any right of subrogation\nunder Section 34.04 of the Texas Business and Commerce Code), and Guarantor\nhereby waives any rights to enforce any remedy which Guarantor may have against\nBorrower and any right to participate in any Security until such time. If any\namount shall be paid to Guarantor on account of any such subrogation or other\nrights, any such other remedy, or any Security at any time when all of the\nObligations and all other expenses guaranteed pursuant hereto shall not have\nbeen paid in full, such amount shall be held in trust for the benefit of Agent,\nshall be segregated from the other funds of Guarantor and shall forthwith be\npaid over to Agent to be held by Agent as collateral for, or then or at any time\nthereafter applied in whole or in part by Agent against, all or any portion of\nthe Obligations, whether matured or unmatured, in such order as Agent shall\nelect. If Guarantor shall make payment to Agent of all or any\n\n\n                                       7\n\n\nportion of the Obligations and if all of the Obligations shall be finally paid\nin full, Agent will, at Guarantor's request and expense, execute and deliver to\nGuarantor (without recourse, representation or warranty) appropriate documents\nnecessary to evidence the transfer by subrogation to Guarantor of an interest in\nthe Obligations resulting from such payment by Guarantor; provided that such\ntransfer shall be subject to Section 3(d) above and that without the consent of\nAgent (which Agent may withhold in its reasonable discretion) Guarantor shall\nnot have the right to be subrogated to any claim or right against any Obligor\nwhich has become owned by Agent or any Lender, whose ownership has otherwise\nchanged in the course of enforcement of the Obligation Documents, or which Agent\notherwise has released or wishes to release from its Obligations.\n\n        Section 7. Successors and Assigns. Guarantor's rights or obligations\nhereunder may not be assigned or delegated, but this Guaranty and such\nobligations shall pass to and be fully binding upon the successors of Guarantor,\nas well as Guarantor. This Guaranty shall apply to and inure to the benefit of\nAgent and Lenders and their successors or assigns. Without limiting the\ngenerality of the immediately preceding sentence, Agent and each Lender may\nassign, grant a participation in, or otherwise transfer any Obligation held by\nit or any portion thereof, and Agent and each Lender may assign or otherwise\ntransfer its rights or any portion thereof under any Obligation Document, to any\nother Person, and such other Person shall thereupon become vested with all of\nthe benefits in respect thereof granted to Agent or such Lender hereunder unless\notherwise expressly provided by Agent or such Lender in connection with such\nassignment or transfer.\n\n        Section 8. Subordination and Offset. Guarantor hereby subordinates and\nmakes inferior to the Obligations any and all indebtedness now or at any time\nhereafter owed by Borrower to Guarantor. Guarantor agrees that after the\noccurrence of any Default or Event of Default it will neither permit Borrower to\nrepay such indebtedness or any part thereof nor accept payment from Borrower of\nsuch indebtedness or any part thereof without the prior written consent of Agent\nand Lenders. If Guarantor receives any such payment without the prior written\nconsent of Agent and Lenders, the amount so paid shall be held in trust for the\nbenefit of Lenders, shall be segregated from the other funds of Guarantor, and\nshall forthwith be paid over to Agent to be held by Agent as collateral for, or\nthen or at any time thereafter applied in whole or in part by Agent against, all\nor any portions of the Obligations, whether matured or unmatured, in such order\nas Agent shall elect. Guarantor hereby grants to Lenders a right of offset to\nsecure the payment of the Obligations and Guarantor's obligations and\nliabilities hereunder, which right of offset shall be upon any and all monies,\nsecurities and other property (and the proceeds therefrom) of Guarantor now or\nhereafter held or received by or in transit to Agent or any Lender from or for\nthe account of Guarantor, whether for safekeeping, custody, pledge,\ntransmission, collection or otherwise, and also upon any and all deposits\n(general or special), credits and claims of Guarantor at any time existing\nagainst Agent or any Lender. Upon the occurrence of any Default or Event of\nDefault Agent and each Lender is hereby authorized at any time and from time to\ntime, without notice to Guarantor, to offset, appropriate and apply any and all\nitems hereinabove referred to against the Obligations and Guarantor's\nobligations and liabilities hereunder irrespective of whether or not Agent or\nsuch Lender shall have made any demand\n\n\n\n                                       8\n\n\nunder this Guaranty and although such obligations and liabilities may be\ncontingent or unmatured. Agent and each Lender agrees promptly to notify\nGuarantor after any such offset and application made by Agent or such Lender,\nprovided that the failure to give such notice shall not affect the validity of\nsuch offset and application. The rights of Agent and each Lender under this\nsection are in addition to, and shall not be limited by, any other rights and\nremedies (including other rights of offset) which Agent and Lenders may have.\n\n        Section 9. Representations and Warranties. Guarantor hereby represents\nand warrants to Agent and each Lender as follows:\n\n        (a) The Recitals at the beginning of this Guaranty are true and correct\nin all respects.\n\n        (b) Guarantor is a corporation duly organized, validly existing and in\ngood standing under the laws of the state of its incorporation as set forth in\nthe Recitals to this Guaranty; and Guarantor has all requisite power and\nauthority to execute, deliver and perform this Guaranty.\n\n        (c) The execution, delivery and performance by Guarantor of this\nGuaranty have been duly authorized by all necessary corporate action and do not\nand will not contravene its certificate or articles of incorporation or bylaws.\n\n        (d) The execution, delivery and performance by Guarantor of this\nGuaranty do not and will not contravene any law or governmental regulation or\nany contractual restriction binding on or affecting Guarantor or any of its\nAffiliates or properties, and do not and will not result in or require the\ncreation of any lien, security interest or other charge or encumbrance upon or\nwith respect to any of its properties.\n\n        (e) To the best of Guarantor's knowledge, no authorization or approval\nor other action by, and no notice to or filing with, any governmental authority\nor other regulatory body or third party is required for the due execution,\ndelivery and performance by Guarantor of this Guaranty.\n\n        (f) This Guaranty is a legal, valid and binding obligation of Guarantor,\nenforceable against Guarantor in accordance with its terms except as limited by\nbankruptcy, insolvency or similar laws of general application relating to the\nenforcement of creditors' rights.\n\n        (g) There is no action, suit or proceeding pending or, to the knowledge\nof Guarantor, threatened against or otherwise affecting Guarantor before any\ncourt, arbitrator or governmental department, commission, board, bureau, agency\nor instrumentality which may materially and adversely affect Guarantor's\nfinancial condition or its ability to perform its obligations hereunder.\n\n        (h) The direct or indirect value of the consideration received and to be\nreceived by Guarantor in connection herewith is reasonably worth at least as\nmuch as the liability and obligations of Guarantor hereunder, and the incurrence\nof such liability and obligations in return for such consideration may\nreasonably be expected to benefit Guarantor, directly or indirectly.\n\n\n\n                                       9\n\n\n        (i) Guarantor's capital is adequate for the businesses in which\nGuarantor is engaged and intends to be engaged. Guarantor has not incurred\n(whether hereby or otherwise), nor does Guarantor intend to incur or believe\nthat it will incur, debts which will be beyond its ability to pay as such debts\nmature.\n\n        (j) All balance sheets, earning statements, financial data and other\ninformation concerning Guarantor which have been furnished to Agent and each\nLender to induce it to accept this Guaranty (or otherwise furnished to Agent and\neach Lender in connection with the transactions contemplated hereby or\nassociated herewith) fairly represent the financial condition of Guarantor as of\nthe dates and the results of Guarantor's operations for the periods for which\nthe same are furnished. None of such balance sheets, earnings and cash flow\nstatements, financial data and other information contains any untrue statement\nof a material fact or omits to state any material fact which is necessary to\nmake any statements contained therein not misleading.\n\n        Section 10. No Oral Change. No amendment of any provision of this\nGuaranty shall be effective unless it is in writing and signed by Guarantor and\nLenders, and no waiver of any provision of this Guaranty, and no consent to any\ndeparture by Guarantor therefrom, shall be effective unless it is in writing and\nsigned by Lenders, and then such waiver or consent shall be effective only in\nthe specific instance and for the specific purpose for which given.\n\n        Section 11. Invalidity of Particular Provisions. If any term or\nprovision of this Guaranty shall be determined to be illegal or unenforceable\nall other terms and provisions hereof shall nevertheless remain effective and\nshall be enforced to the fullest extent permitted by applicable law.\n\n        Section 12. Headings and References. The headings used herein are for\npurposes of convenience only and shall not be used in construing the provisions\nhereof. The words 'this Guaranty,' 'this instrument,' 'herein,' 'hereof,'\n'hereby' and words of similar import refer to this Guaranty as a whole and not\nto any particular subdivision unless expressly so limited. The phrases 'this\nsection' and 'this subsection' and similar phrases refer only to the\nsubdivisions hereof in which such phrases occur. The word 'or' is not exclusive,\nand the word 'including' (in its various forms) means 'including without\nlimitation'. Pronouns in masculine, feminine and neuter genders shall be\nconstrued to include any other gender, and words in the singular form shall be\nconstrued to include the plural and vice versa, unless the context otherwise\nrequires.\n\n        Section 13. Term. This Guaranty shall be irrevocable until all of the\nObligations have been completely and finally paid and performed, no Lender has\nany obligation to make any loans or other advances to Borrower, and all\nobligations and undertakings of Borrower under, by reason of, or pursuant to the\nObligation Documents have been completely performed, and this Guaranty is\nthereafter subject to reinstatement as provided in Section 3(d). All extensions\nof credit and financial accommodations heretofore or hereafter made by Agent or\nLenders to Borrower shall be conclusively presumed to have been made in\nacceptance hereof and in reliance hereon.\n\n\n\n                                       10\n\n\n        Section 14. Notices. Any notice or communication required or permitted\nhereunder shall be given in writing, sent by personal delivery, by telecopy, by\ndelivery service with proof of delivery, or by registered or certified United\nStates mail, postage prepaid, addressed to the appropriate party as follows:\n\n        To Guarantor:        3Dfx Interactive, Inc.\n                             c\/o: STB Systems, Inc.\n                             Attention: Bryan F. Keyes\n                             3400 Waterview\n                             Richardson, TX   75080\n                             Fax: (972) 680-7153\n\n        To Agent:            1717 Main Street\n                             Dallas, Texas 75201\n                             Attn:  Richard L. Rogers\n                             Fax: (214) 296-2492\n\nor to such other address or to the attention of such other individual as\nhereafter shall be designated in writing by the applicable party sent in\naccordance herewith. Any such notice or communication shall be deemed to have\nbeen given (a) in the case of personal delivery or delivery service, as of the\ndate of first attempted delivery at the address or in the manner provided\nherein, (b) in the case of telecopy, upon receipt, or (b) in the case of\nregistered or certified United States mail, three days after deposit in the\nmail.\n\n        Section 15. Limitation on Interest. Agent, Lenders and Guarantor intend\nto contract in strict compliance with applicable usury law from time to time in\neffect, and the provisions of the Credit Agreement limiting the interest for\nwhich Guarantor is obligated are expressly incorporated herein by reference.\n\n        Section 16. Loan Document. This Guaranty is a Loan Document, as defined\nin the Credit Agreement, and is subject to the provisions of the Credit\nAgreement governing Loan Documents. Guarantor hereby ratifies, confirms and\napproves the Credit Agreement and the other Loan Documents and, in particular,\nany provisions thereof which relate to Guarantor.\n\n        Section 17. Counterparts. This Guaranty may be executed in any number of\ncounterparts, each of which when so executed shall be deemed to constitute one\nand the same Guaranty.\n\n        SECTION 18. GOVERNING LAW. THIS GUARANTY IS TO BE PERFORMED IN THE STATE\nOF TEXAS AND SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH\nTHE LAWS OF SUCH STATE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.\nGUARANTOR HEREBY IRREVOCABLY SUBMITS ITSELF TO THE EXCLUSIVE JURISDICTION OF THE\nSTATE AND FEDERAL COURTS OF TEXAS. IN FURTHERANCE OF THE\n\n\n                                       11\n\n\nFOREGOING, GUARANTOR HEREBY IRREVOCABLY DESIGNATES AND APPOINTS CT CORPORATION\nSYSTEMS, AS AGENT OF GUARANTOR TO RECEIVE SERVICE OF ALL PROCESS BROUGHT AGAINST\nGUARANTOR WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN TEXAS, SUCH\nSERVICE BEING HEREBY ACKNOWLEDGED BY GUARANTOR TO BE EFFECTIVE AND BINDING\nSERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO, IF\nPERMITTED BY LAW, BE SENT BY REGISTERED MAIL TO GUARANTOR AT ITS ADDRESS SET\nFORTH ABOVE, BUT THE FAILURE OF GUARANTOR TO RECEIVE SUCH COPIES SHALL NOT\nAFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. NOTHING HEREIN SHALL\nAFFECT THE RIGHT OF AGENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.\n\n\n\n                                       12\n\n\n        IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty\nas of the date first written above.\n\n\n\n                                       3DFX INTERACTIVE, INC.\n\n                                       By:  \/s\/  AUTHORIZED OFFICER\n                                          ------------------------------------\n                                          Name:\n                                          Title:\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6538,8938],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9560,9565],"class_list":["post-41048","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-3dfx-interactive-inc","corporate_contracts_companies-stb-systems-inc","corporate_contracts_industries-technology__hardware","corporate_contracts_types-finance","corporate_contracts_types-finance__guaranty"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41048","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41048"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41048"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41048"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41048"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}