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Common use of Guaranty Provisions Clause in Contracts

Guaranty Provisions. (a) In consideration of loans, advances or disbursements heretofore or hereafter granted by the Lender to the Borrower pursuant to the Master Loan Agreement, including any existing or future Supplements thereto, or otherwise and for other good and valuable consideration, the adequacy, sufficiency and receipt of which are hereby acknowledged, Guarantor hereby absolutely, unconditionally, irrevocably (except as otherwise expressly provided in Subsection 3(k) below), completely and immediately guarantees the prompt payment of, when due, whether by acceleration or otherwise, and the prompt payment and performance of the Obligations; (b) Guarantor further agrees to pay to the Lender, upon demand, (i) all losses and reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses, incurred in attempting to cause the Obligations to be paid, performed or otherwise satisfied or in attempting to protect or preserve any property, personal or real, securing the Obligations and (ii) all losses and reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses, incurred in enforcing or endeavoring to enforce this Guaranty and any other Loan Document to which Guarantor is a party or in attempting to protect or preserve property pledged under any Loan Document to which Guarantor is a party; (c) Guarantor expressly guarantees any sum or sums which become due and owing to the Lender as a result of any order of a bankruptcy court which requires the Lender to turn over moneys paid by the Borrower, Guarantor or any other person to the Lender on account of the Obligations. Guarantor agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment by the Borrower or any other person to the Lender on account of the Obligations is rescinded or must otherwise be returned or restored upon the insolvency or bankruptcy of the Borrower or any other obligor, guarantor, endorser or surety of the Obligations, all as though such payment had not been made; (d) Guarantor assents to all terms and agreements heretofore or hereafter made by the Borrower or any other guarantor of the Borrower with the Lender; (e) Guarantor hereby consents to the following and agrees that its liability will not be affected or impaired by (i) the exchange, release or surrender of any collateral to the Borrower or any other person, including any other guarantor, pledgor or grantor, or the waiver, release or subordination of any security interest, in whole or in part; (ii) the waiver or delay in the exercise of any of the Lender’s rights or remedies against the Borrower or any other person, including any other guarantor; (iii) the release of the Borrower or any other person, including any other person guaranteeing any portion of the Obligations; (iv) the renewal, extension or modification of the terms of any of the Obligations or any instrument or agreement evidencing the same, including, without limitation, an increase in the principal amount of the Obligations; and (v) the acceptance by the Lender of other guaranties; (f) Guarantor waives acceptance hereof, notice of acceptance hereof, and notice of acceleration of and intention to accelerate the Obligations, and waives presentment, demand, protest, notice of dishonor, notice of default, notice of nonpayment or protest in relation to any instrument evidencing any of the Obligations, and any other demands and notices required by law except as such waiver may be expressly prohibited by law; (g) This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty shall be absolute, unconditional, direct, complete and immediate and shall not be contingent upon the pursuit of any remedies against the Borrower or any other guarantor or person, nor against any security or lien available to the Lender, its successors, successors-in-title, endorsees or assigns. Guarantor waives any right to require that an action be brought against the Borrower or any other person or to require that resort be had to any security. In the event of a default under the Loan Documents, or any of them, the Lender shall have the right to enforce its rights, powers and remedies under any of the Loan Documents, in any order, and all rights, powers and remedies available to the Lender in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. Accordingly, Guarantor hereby authorizes and empowers the Lender upon acceleration or maturity of the Obligations or any other Obligation, at its sole discretion, and without notice to Guarantor, to exercise any right or remedy which the Lender may have or any right or remedy hereinafter granted which the Lender may have as to any security. Guarantor expressly waives any right to require any action on the part of the Lender to proceed to collect amounts due under the Master Loan Agreement or any other Loan Documents. (h) Guarantor hereby subordinates any and all indebtedness of the Borrower now or hereafter owed to Guarantor to all obligations of the Borrower to the Lender, and agrees with the Lender that, from and after the occurrence of a default or event of default under any of the Loan Documents and for so long as such default or event of default exists, Guarantor shall not demand or accept any payment of principal or interest from any of the Borrower, shall not claim any offset or other reduction of Guarantor’s liability hereunder because of any such indebtedness and shall not take any action to obtain any of the security for the Obligations; provided, however, that, if the Lender so requests, such indebtedness shall be collected, enforced and received by Guarantor as trustee for the Lender and be paid over to the Lender on account of the Obligations of the Borrower to the Lender, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty; (i) Guarantor hereby authorizes the Lender, without notice to Guarantor, to apply all payments and credits received from the Borrower or from any guarantor or realized from any security in such manner and in such priority as the Lender in its sole judgment shall see fit to the Obligations which are the subject of this Guaranty; (j) The liability of Guarantor under this Guaranty shall not in any manner be affected by reason of any action taken or not taken by the Lender, which action or inaction is consented and agreed to by Guarantor, nor by the partial or complete unenforceability or invalidity of any other guaranty or surety agreement, pledge, assignment, or other security for any of the Obligations. No delay in making demand on Guarantor for satisfaction of its liability hereunder shall prejudice the Lender’s right to enforce such satisfaction. All of the Lender’s rights and remedies shall be cumulative and any failure of the Lender to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time, and from time to time, thereafter; (k) This Guaranty shall be a continuing one and shall be binding upon Guarantor regardless of how long before or after the date hereof the Obligations are incurred until this Guaranty is terminated as provided in this Guaranty or is revoked by Guarantor prospectively as to future transactions, by written notice actually received by the Lender, and such revocation shall not be effective as to any indebtedness existing or committed for under the Master Loan Agreement or the other Loan Documents at the time of actual receipt of such notice by the Lender, or as to any renewals, extensions or refinancings thereof. Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, in accordance with this Subsection 3(k), if at any time, in the opinion of the directors or officers of Guarantor, the benefits then being received by Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty as to future indebtedness. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with this Subsection 3(k), the Lender may rely conclusively on a continuing warranty, hereby made, that Guarantor continues to be benefited by this Guaranty and the Lender and the Lender shall have no duty to inquire into or confirm that the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard to the receipt, nature or value of any such benefits; and (l) Until the Obligations are paid finally and in full, or this Guaranty is released as provided herein, Guarantor hereby irrevocably waives any and all rights it may have to enforce any of the Lender’s rights or remedies or participate in any security now or hereafter held by the Lender, and any and all such other rights of subrogation, reimbursement, contribution or indemnification against the Borrower , or any other person having any manner of liability for the Borrower’s obligations to the Lender, whether or not arising hereunder, by agreement, at law or in equity.

Appears in 2 contracts

Samples: Continuing Guaranty (US BioEnergy CORP), Continuing Guaranty (US BioEnergy CORP)

Guaranty Provisions. (a) In consideration of loans, advances or disbursements heretofore or hereafter granted by the Lender CoBank to the Borrower Borrowers pursuant to the Master CoBank Loan Agreement, including any existing or future Supplements thereto, Agreement or otherwise and for other good and valuable consideration, the adequacy, sufficiency and receipt of which are hereby acknowledged, Guarantor hereby absolutely, unconditionally, irrevocably (except as otherwise expressly provided in Subsection 3(k) below)irrevocably, completely and immediately guarantees the prompt payment of, when due, whether by acceleration or Continuing Guaranty/Knology Broadband, Inc. Loan No. ML0883T1 otherwise, and the prompt payment and performance of the CoBank Loan Agreement Obligations, subject to the provisions set forth herein. The liability of Guarantor hereunder shall not be reduced as a result of amounts collected pursuant to any other guaranty, but shall be determined with reference to the amount of CoBank Loan Agreement Obligations prior to collection from any party other than the Borrowers; (b) Subject to the provisions set forth herein, Guarantor further agrees to pay to the LenderCoBank, upon demand, (i) all losses and reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred in attempting to cause the CoBank Loan Agreement Obligations to be paid, performed or otherwise satisfied or in attempting to protect or preserve any property, personal or real, securing the CoBank Loan Agreement Obligations and (ii) all losses and reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred in enforcing or endeavoring to enforce this Guaranty and any other CoBank Loan Document to which Guarantor is a party or in attempting to protect or preserve property pledged under any CoBank Loan Document to which Guarantor is a party; (c) Subject to the provisions set forth herein, Guarantor expressly guarantees guarantees, within its maximum liability hereunder, any sum or sums which become due and owing to the Lender CoBank as a result of any order of a bankruptcy court which requires the Lender CoBank to turn over moneys paid by the BorrowerBorrowers, Guarantor or any other person to the Lender CoBank on account of the CoBank Loan Agreement Obligations. Guarantor agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment by the Borrower or any other person to the Lender on account of the Obligations is rescinded or must otherwise be returned or restored upon the insolvency or bankruptcy of the Borrower or any other obligor, guarantor, endorser or surety of the Obligations, all as though such payment had not been made; (d) Guarantor assents to all terms and agreements heretofore or hereafter made by the Borrower Borrowers, any of their subsidiaries or any other guarantor of the Borrower Borrowers with the LenderCoBank; (e) Guarantor hereby consents to the following and agrees that its liability will not be affected or impaired by (i) the exchange, release or surrender of any collateral to the Borrower Borrowers or any other person, including any other guarantor, pledgor or grantor, or the waiver, release or subordination of any security interest, in whole or in part; (ii) the waiver or delay in the exercise of any of the Lender’s CoBank's rights or remedies against the Borrower Borrowers or any other person, including any other guarantor; (iii) the release of the Borrower Borrowers or any other person, including any other person guaranteeing any portion of the CoBank Loan Agreement Obligations; (iv) the renewal, extension or modification of the terms of any of the CoBank Loan Agreement Obligations or any instrument or agreement evidencing the same, including, without limitation, an increase in the principal amount of the Obligations; and (v) the acceptance by the Lender of other guaranties; (f) Guarantor waives acceptance hereof, notice of acceptance hereof, and notice of acceleration of and intention to accelerate the CoBank Loan Agreement Obligations, and waives presentment, demand, protest, notice of dishonor, notice of default, notice of nonpayment or protest in relation to any instrument evidencing any of the CoBank Loan Agreement Obligations, and any other demands and notices required by law except as such waiver may be expressly prohibited by law; (g) This is a guaranty of payment and performance and not of collection. The Subject to the provisions set forth herein, the liability of Guarantor under this Guaranty shall be absolute, unconditional, direct, complete and immediate and shall not be contingent upon the pursuit of Continuing Guaranty/Knology Broadband, Inc. Loan No. ML0883T1 any remedies against the Borrower Borrowers or any other guarantor or person, nor against any security or lien available to the LenderCoBank, its successors, successors-in-title, endorsees or assigns. Guarantor waives any right to require that an action be brought against the Borrower Borrowers or any other person or to require that resort be had to any security. In the event of a default under the CoBank Loan Documents, or any of them, the Lender CoBank shall have the right to enforce its rights, powers and remedies under any of the CoBank Loan Documents, in any order, and all rights, powers and remedies available to the Lender CoBank in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder (including, without limitation, under the Companion Guaranty) or hereunder or by law or in equity. Accordingly, Guarantor hereby authorizes and empowers the Lender CoBank upon acceleration or of the maturity of the Obligations Note or any other CoBank Loan Agreement Obligation, at its sole discretion, and without notice to Guarantor, to exercise any right or remedy which the Lender CoBank may have or any right or remedy hereinafter granted which the Lender CoBank may have as to any security, subject to the provisions set forth herein. Guarantor expressly waives any right to require any action on the part of the Lender CoBank to proceed to collect amounts due under the Master Loan Agreement Note or any other CoBank Loan Documents.Agreement Obligation; (h) Until the CoBank Loan Agreement Obligations are paid in full, Guarantor hereby subordinates any and all indebtedness of the any Borrower now or hereafter owed to Guarantor to all obligations CoBank Loan Agreement Obligations of the Borrower Borrowers to the LenderCoBank, and agrees with the Lender CoBank that, from and after the occurrence of a default or event of default under any of the CoBank Loan Documents and for so long as such default or event of default exists, Guarantor shall not demand or accept any payment of principal or interest from any of the BorrowerBorrowers, shall not claim any offset or other reduction of Guarantor’s 's liability hereunder because of any such indebtedness and shall not take any action to obtain any of the security for the CoBank Loan Agreement Obligations; provided, however, that, if the Lender CoBank so requests, such indebtedness shall be collected, enforced and received by Guarantor as trustee for the Lender CoBank and be paid over to the Lender CoBank on account of the CoBank Loan Agreement Obligations of the Borrower Borrowers to the LenderCoBank, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty; (i) Guarantor hereby authorizes the LenderCoBank, without notice to Guarantor, to apply all payments and credits received from the Borrower Borrowers or from any guarantor or realized from any security in such manner and in such priority as the Lender CoBank in its sole judgment shall see fit to the CoBank Loan Agreement Obligations which are the subject of this Guaranty; (j) The liability of Guarantor under this Guaranty shall not in any manner be affected by reason of any action taken or not taken by the LenderCoBank, which action or inaction is consented and agreed to by Guarantor, nor by the partial or complete unenforceability or invalidity of any other guaranty (including, without limitation, under the Companion Guaranty) or surety agreement, pledge, assignment, or other security for any of the CoBank Loan Agreement Obligations. No delay in making demand on Guarantor for satisfaction of its liability hereunder shall prejudice the Lender’s CoBank's right to enforce such satisfaction. All of the Lender’s CoBank's rights and remedies shall be cumulative and any failure of the Lender CoBank to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time, and from time to time, thereafter;; Continuing Guaranty/Knology Broadband, Inc. Loan No. ML0883T1 (k) This Guaranty shall be a continuing one and shall be binding upon Guarantor regardless of how long before or after the date hereof the CoBank Loan Agreement Obligations are incurred incurred. This Guaranty shall remain in full force and effect until a written instrument of termination shall be executed and delivered by a duly authorized officer of CoBank. CoBank will only be obligated to execute such an instrument of termination if: (i) all CoBank Loan Agreement Obligations have been paid in full and (ii) CoBank has no further commitment or obligation to extend credit to the Borrowers. If so terminated, this Guaranty is terminated as provided in this Guaranty or is revoked by Guarantor prospectively as to future transactions, by written notice actually received by the Lender, and such revocation Guarantor's obligations hereunder shall not be effective as to any indebtedness existing or committed for under the Master Loan Agreement or the other Loan Documents at the time of actual receipt of such notice by the Lender, or as to any renewals, extensions or refinancings thereof. Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, in accordance with this Subsection 3(k), automatically reinstated if at any time, time payment in the opinion whole or in part of any of the directors CoBank Loan Agreement Obligations is rescinded or officers of Guarantor, the benefits then being received by Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty as to future indebtedness. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with this Subsection 3(k), the Lender may rely conclusively on a continuing warranty, hereby made, that Guarantor continues to be benefited by this Guaranty and the Lender and the Lender shall have no duty to inquire into or confirm that the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard restored to the receiptBorrowers or other payor, nature or value must be paid to any other person, upon the insolvency, bankruptcy, liquidation, dissolution or reorganization of any the Borrowers or other payor, all as though such benefitspayment has not been made; and (l) Until the CoBank Loan Agreement Obligations are paid finally and in full, or this Guaranty is released as provided herein, Guarantor hereby irrevocably waives any and all rights it may have to enforce any of the Lender’s CoBank's rights or remedies or participate in any security now or hereafter held by the LenderCoBank, and any and all such other rights of subrogation, reimbursement, contribution or indemnification against the Borrower , Borrowers or any other person having any manner of liability for the Borrower’s Borrowers' obligations to the LenderCoBank, whether or not arising hereunder, by agreement, at law or in equity.

Appears in 2 contracts

Samples: Continuing Guaranty (Knology Inc), Continuing Guaranty (Knology Inc)

Guaranty Provisions. (a) In consideration of loans, advances or disbursements heretofore or hereafter granted by the Lender CoBank to the Borrower Borrowers pursuant to the Master CoBank Loan Agreement, including any existing or future Supplements thereto, Agreement or otherwise and the accommodations provided for in the Amendment Agreement and for other good and valuable consideration, the adequacy, sufficiency and receipt of which are hereby acknowledged, Guarantor hereby absolutely, unconditionally, irrevocably (except as otherwise expressly provided in Subsection 3(k) below)irrevocably, completely and immediately guarantees the prompt payment of, when due, whether by acceleration or otherwise, and the prompt payment and performance of the CoBank Loan Agreement Obligations, subject to the provisions set forth herein. The liability of Guarantor hereunder shall not be reduced as a result of amounts collected pursuant to any other guaranty, but shall be determined with reference to the amount of CoBank Loan Agreement Obligations prior to collection from any party other than the Borrowers; (b) Subject to the provisions set forth herein, Guarantor further agrees to pay to the LenderCoBank, upon demand, (i) all losses and reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses, incurred in attempting to cause the CoBank Loan Agreement Obligations to be paid, performed or otherwise satisfied or in attempting to protect or preserve any property, personal or real, securing the CoBank Loan Agreement Obligations and (ii) all losses and reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses, incurred in enforcing or endeavoring to enforce this Guaranty and any other CoBank Loan Document to which Guarantor is a party or in attempting to protect or preserve property pledged under any CoBank Loan Document to which Guarantor is a party; (c) Subject to the provisions set forth herein, Guarantor expressly guarantees guarantees, within its maximum liability hereunder, any sum or sums which become due and owing to the Lender CoBank as a result of any order of a bankruptcy court which requires the Lender CoBank to turn over moneys paid by the BorrowerBorrowers, Guarantor or any other person to the Lender CoBank on account of the CoBank Loan Agreement Obligations. Guarantor agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment by the Borrower or any other person to the Lender on account of the Obligations is rescinded or must otherwise be returned or restored upon the insolvency or bankruptcy of the Borrower or any other obligor, guarantor, endorser or surety of the Obligations, all as though such payment had not been made; (d) Guarantor assents to all terms and agreements heretofore or hereafter made by the Borrower Borrowers, any of their subsidiaries or any other guarantor of the Borrower Borrowers with the LenderCoBank; (e) Guarantor hereby consents to the following and agrees that its liability will not be affected or impaired by (i) the exchange, release or surrender of any collateral to the Borrower Borrowers or any other person, including any other guarantor, pledgor or grantor, or the waiver, release or subordination of any security interest, in whole or in part; (ii) the waiver or delay in the exercise of any of the LenderCoBank’s rights or remedies against the Borrower Borrowers or any other person, including any other guarantor; (iii) the release of the Borrower Borrowers or any other person, including any other person guaranteeing any portion of the CoBank Loan Agreement Obligations; (iv) the renewal, extension or modification of the terms of any of the CoBank Loan Agreement Obligations or any instrument or agreement evidencing the same, including, without limitation, an increase in the principal amount of the Obligations; and (v) the acceptance by the Lender of other guaranties; (f) Guarantor waives acceptance hereof, notice of acceptance hereof, and notice of acceleration of and intention to accelerate the CoBank Loan Agreement Obligations, and waives presentment, demand, protest, notice of dishonor, notice of default, notice of nonpayment or protest in relation to any instrument evidencing any of the CoBank Loan Agreement Obligations, and any other demands and notices required by law except as such waiver may be expressly prohibited by law; (g) This is a guaranty of payment and performance and not of collection. The Subject to the provisions set forth herein, the liability of Guarantor under this Guaranty shall be absolute, unconditional, direct, complete and immediate and shall not be contingent upon the pursuit of any remedies against the Borrower Borrowers or any other guarantor or person, nor against any security or lien available to the LenderCoBank, its successors, successors-in-title, endorsees or assigns. Guarantor waives any right to require that an action be brought against the Borrower Borrowers or any other person or to require that resort be had to any security. In the event of a default under the CoBank Loan Documents, or any of them, the Lender CoBank shall have the right to enforce its rights, powers and remedies under any of the CoBank Loan Documents, in any order, and all rights, powers and remedies available to the Lender CoBank in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. Accordingly, Guarantor hereby authorizes and empowers the Lender CoBank upon acceleration or of the maturity of the Obligations Note or any other CoBank Loan Agreement Obligation, at its sole discretion, and without notice to Guarantor, to exercise any right or remedy which the Lender CoBank may have or any right or remedy hereinafter granted which the Lender CoBank may have as to any security, subject to the provisions set forth herein. Guarantor expressly waives any right to require any action on the part of the Lender CoBank to proceed to collect amounts due under the Master Loan Agreement Note or any other CoBank Loan Documents.Agreement Obligation; (h) Until the CoBank Loan Agreement Obligations are paid in full, Guarantor hereby subordinates any and all indebtedness of the any Borrower now or hereafter owed to Guarantor to all obligations CoBank Loan Agreement Obligations of the Borrower Borrowers to the LenderCoBank, and agrees with the Lender CoBank that, from and after the occurrence of a default or event of default under any of the CoBank Loan Documents and for so long as such default or event of default exists, Guarantor shall not demand or accept any payment of principal or interest from any of the BorrowerBorrowers, shall not claim any offset or other reduction of Guarantor’s liability hereunder because of any such indebtedness and shall not take any action to obtain any of the security for the CoBank Loan Agreement Obligations; provided, however, that, if the Lender CoBank so requests, such indebtedness shall be collected, enforced and received by Guarantor as trustee for the Lender CoBank and be paid over to the Lender CoBank on account of the CoBank Loan Agreement Obligations of the Borrower Borrowers to the LenderCoBank, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty; (i) Guarantor hereby authorizes the LenderCoBank, without notice to Guarantor, to apply all payments and credits received from the Borrower Borrowers or from any guarantor or realized from any security in such manner and in such priority as the Lender CoBank in its sole judgment shall see fit to the CoBank Loan Agreement Obligations which are the subject of this Guaranty; (j) The liability of Guarantor under this Guaranty shall not in any manner be affected by reason of any action taken or not taken by the LenderCoBank, which action or inaction is consented and agreed to by Guarantor, nor by the partial or complete unenforceability or invalidity of any other guaranty or surety agreement, pledge, assignment, or other security for any of the CoBank Loan Agreement Obligations. No delay in making demand on Guarantor for satisfaction of its liability hereunder shall prejudice the LenderCoBank’s right to enforce such satisfaction. All of the LenderCoBank’s rights and remedies shall be cumulative and any failure of the Lender CoBank to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time, and from time to time, thereafter; (k) This Guaranty shall be a continuing one and shall be binding upon Guarantor regardless of how long before or after the date hereof the CoBank Loan Agreement Obligations are incurred incurred. This Guaranty shall remain in full force and effect until a written instrument of termination shall be executed and delivered by a duly authorized officer of CoBank. CoBank will only be obligated to execute such an instrument of termination if: (i) all CoBank Loan Agreement Obligations have been paid in full and (ii) CoBank has no further commitment or obligation to extend credit to the Borrowers. If so terminated, this Guaranty is terminated as provided in this Guaranty or is revoked by Guarantor prospectively as to future transactions, by written notice actually received by the Lender, and such revocation Guarantor’s obligations hereunder shall not be effective as to any indebtedness existing or committed for under the Master Loan Agreement or the other Loan Documents at the time of actual receipt of such notice by the Lender, or as to any renewals, extensions or refinancings thereof. Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, in accordance with this Subsection 3(k), automatically reinstated if at any time, time payment in the opinion whole or in part of any of the directors CoBank Loan Agreement Obligations is rescinded or officers of Guarantor, the benefits then being received by Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty as to future indebtedness. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with this Subsection 3(k), the Lender may rely conclusively on a continuing warranty, hereby made, that Guarantor continues to be benefited by this Guaranty and the Lender and the Lender shall have no duty to inquire into or confirm that the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard restored to the receiptBorrowers or other payor, nature or value must be paid to any other person, upon the insolvency, bankruptcy, liquidation, dissolution or reorganization of any the Borrowers or other payor, all as though such benefitspayment has not been made; and (l) Until the CoBank Loan Agreement Obligations are paid finally and in full, or this Guaranty is released as provided herein, Guarantor hereby irrevocably waives any and all rights it may have to enforce any of the LenderCoBank’s rights or remedies or participate in any security now or hereafter held by the LenderCoBank, and any and all such other rights of subrogation, reimbursement, contribution or indemnification against the Borrower , Borrowers or any other person having any manner of liability for the Borrower’s Borrowers’ obligations to the LenderCoBank, whether or not arising hereunder, by agreement, at law or in equity.

Appears in 1 contract

Samples: Continuing Guaranty (Knology Inc)

Guaranty Provisions. (a) In consideration of loans, advances or disbursements heretofore or hereafter granted by the Lender CoBank to the Borrower Borrowers pursuant to the Master Loan Agreement, including any existing or future Supplements thereto, Agreement or otherwise and for other good and valuable consideration, the adequacy, sufficiency and receipt of which are hereby acknowledged, Guarantor hereby absolutely, unconditionally, irrevocably (except as otherwise expressly provided in Subsection 3(k) below)irrevocably, completely and immediately guarantees the prompt payment of, when due, whether by acceleration or otherwise, and the prompt payment and performance of the Obligations. The liability of Guarantor hereunder shall not be reduced as a result of amounts collected pursuant to any other guaranty, but shall be determined with reference to the amount of Obligations prior to collection from any party other than the Borrowers; (b) Guarantor further agrees to pay to the LenderCoBank, upon demand, (i) all losses and reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred in attempting to cause the Obligations to be paid, performed or otherwise satisfied or in attempting to protect or preserve any property, personal or real, securing the Obligations and (ii) all losses and reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred in enforcing or endeavoring to enforce this Guaranty and any other Loan Document to which Guarantor is a party or in attempting to protect or preserve property pledged under any Loan Document to which Guarantor is a party;; Continuing Guaranty/Knology of Knoxville Loan No. ML0883T1 (c) Guarantor expressly guarantees guarantees, within its maximum liability hereunder, any sum or sums which become due and owing to the Lender CoBank as a result of any order of a bankruptcy court which requires the Lender CoBank to turn over moneys paid by the BorrowerBorrowers, Guarantor or any other person to the Lender CoBank on account of the Obligations. Guarantor agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment by the Borrower or any other person to the Lender on account of the Obligations is rescinded or must otherwise be returned or restored upon the insolvency or bankruptcy of the Borrower or any other obligor, guarantor, endorser or surety of the Obligations, all as though such payment had not been made; (d) Guarantor assents to all terms and agreements heretofore or hereafter made by the Borrower Borrowers, any of their subsidiaries or any other guarantor of the Borrower Borrowers with the LenderCoBank; (e) Guarantor hereby consents to the following and agrees that its liability will not be affected or impaired by (i) the exchange, release or surrender of any collateral to the Borrower Borrowers or any other person, including any other guarantor, pledgor or grantor, or the waiver, release or subordination of any security interest, in whole or in part; (ii) the waiver or delay in the exercise of any of the Lender’s CoBank's rights or remedies against the Borrower Borrowers or any other person, including any other guarantor; (iii) the release of the Borrower Borrowers or any other person, including any other person guaranteeing any portion of the Obligations; (iv) the renewal, extension or modification of the terms of any of the Obligations or any instrument or agreement evidencing the same, including, without limitation, an increase in the principal amount of the Obligations; and (v) the acceptance by the Lender of other guaranties; (f) Guarantor waives acceptance hereof, notice of acceptance hereof, and notice of acceleration of and intention to accelerate the Obligations, and waives presentment, demand, protest, notice of dishonor, notice of default, notice of nonpayment or protest in relation to any instrument evidencing any of the Obligations, and any other demands and notices required by law except as such waiver may be expressly prohibited by law; (g) This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty shall be absolute, unconditional, direct, complete and immediate and shall not be contingent upon the pursuit of any remedies against the Borrower Borrowers or any other guarantor or person, nor against any security or lien available to the LenderCoBank, its successors, successors-in-title, endorsees or assigns. Guarantor waives any right to require that an action be brought against the Borrower Borrowers or any other person or to require that resort be had to any security. In the event of a default under the Loan Documents, or any of them, the Lender CoBank shall have the right to enforce its rights, powers and remedies under any of the Loan Documents, in any order, and all rights, powers and remedies available to the Lender CoBank in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. Accordingly, Guarantor hereby authorizes and empowers the Lender CoBank upon acceleration or of the maturity of the Obligations Note or any other Obligation, at its sole discretion, and without notice to Guarantor, to exercise any right or remedy which the Lender CoBank may have or any right or remedy hereinafter granted which the Lender CoBank may have as to any security. Guarantor expressly waives any right to require any action on the part of the Lender CoBank to proceed to collect amounts due under the Master Loan Agreement Note or any other Loan Documents.Obligation; (h) Until the Obligations are paid in full, Guarantor hereby subordinates any and all indebtedness of the any Borrower now or hereafter owed to Guarantor to all obligations of the Borrower Borrowers to the LenderCoBank, and agrees with the Lender CoBank that, from and after the occurrence of a default or event of default under any of the Loan Documents and for so long as such default or event of Continuing Guaranty/Knology of Knoxville Loan No. ML0883T1 default exists, Guarantor shall not demand or accept any payment of principal or interest from any of the Borrower, Borrowers shall not claim any offset or other reduction of Guarantor’s 's liability hereunder because of any such indebtedness and shall not take any action to obtain any of the security for the Obligations; provided, however, that, if the Lender CoBank so requests, such indebtedness shall be collected, enforced and received by Guarantor as trustee for the Lender CoBank and be paid over to the Lender CoBank on account of the Obligations of the Borrower Borrowers to the LenderCoBank, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty; (i) Guarantor hereby authorizes the LenderCoBank, without notice to Guarantor, to apply all payments and credits received from the Borrower Borrowers or from any guarantor or realized from any security in such manner and in such priority as the Lender CoBank in its sole judgment shall see fit to the Obligations which are the subject of this Guaranty; (j) The liability of Guarantor under this Guaranty shall not in any manner be affected by reason of any action taken or not taken by the LenderCoBank, which action or inaction is consented and agreed to by Guarantor, nor by the partial or complete unenforceability or invalidity of any other guaranty or surety agreement, pledge, assignment, or other security for any of the Obligations. No delay in making demand on Guarantor for satisfaction of its liability hereunder shall prejudice the Lender’s CoBank's right to enforce such satisfaction. All of the Lender’s CoBank's rights and remedies shall be cumulative and any failure of the Lender CoBank to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time, and from time to time, thereafter; (k) This Guaranty shall be a continuing one and shall be binding upon Guarantor regardless of how long before or after the date hereof the Obligations are incurred incurred. This Guaranty shall remain in full force and effect until a written instrument of termination shall be executed and delivered by a duly authorized officer of CoBank. CoBank will only be obligated to execute such an instrument of termination if: (i) all Obligations have been paid in full and (ii) CoBank has no further commitment or obligation to extend credit to the Borrowers. If so terminated, this Guaranty is terminated as provided in this Guaranty or is revoked by Guarantor prospectively as to future transactions, by written notice actually received by the Lender, and such revocation Guarantor's obligations hereunder shall not be effective as to any indebtedness existing or committed for under the Master Loan Agreement or the other Loan Documents at the time of actual receipt of such notice by the Lender, or as to any renewals, extensions or refinancings thereof. Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, in accordance with this Subsection 3(k), automatically reinstated if at any time, time payment in the opinion whole or in part of any of the directors Obligations is rescinded or officers of Guarantor, the benefits then being received by Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty as to future indebtedness. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with this Subsection 3(k), the Lender may rely conclusively on a continuing warranty, hereby made, that Guarantor continues to be benefited by this Guaranty and the Lender and the Lender shall have no duty to inquire into or confirm that the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard restored to the receiptBorrowers or other payor, nature or value must be paid to any other person, upon the insolvency, bankruptcy, liquidation, dissolution or reorganization of any the Borrowers or other payor, all as though such benefitspayment has not been made; and (l) Until the Obligations are paid finally and in full, or this Guaranty is released as provided herein, Guarantor hereby irrevocably waives any and all rights it may have to enforce any of the Lender’s CoBank's rights or remedies or participate in any security now or hereafter held by the LenderCoBank, and any and all such other rights of subrogation, reimbursement, contribution or indemnification against the Borrower , Borrowers or any other person having any manner of liability for the Borrower’s Borrowers' obligations to the LenderCoBank, whether or not arising hereunder, by agreement, at law or in equity.. Continuing Guaranty/Knology of Knoxville Loan No. ML0883T1

Appears in 1 contract

Samples: Continuing Guaranty (Knology Inc)

Guaranty Provisions. (a) In consideration of loans, advances or disbursements heretofore or hereafter granted by the Lender CoBank to the Borrower Borrowers pursuant to the Master Loan Agreement, including any existing or future Supplements thereto, Agreement or otherwise and for other good and valuable consideration, the adequacy, sufficiency and receipt of which are hereby acknowledged, Guarantor hereby absolutely, unconditionally, irrevocably (except as otherwise expressly provided in Subsection 3(k) below)irrevocably, completely and immediately guarantees the prompt payment of, when due, whether by acceleration or otherwise, and the prompt payment and performance of the Obligations. The liability of Guarantor hereunder shall not be reduced as a result of amounts collected pursuant to any other guaranty, but shall be determined with reference to the amount of Obligations prior to collection from any party other than the Borrowers; (b) Guarantor further agrees to pay to the LenderCoBank, upon demand, (i) all losses and reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred in attempting to cause the Obligations to be paid, performed or otherwise satisfied or in attempting to protect or preserve any property, personal or real, securing the Obligations and (ii) all losses and reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred in enforcing or endeavoring to enforce this Guaranty and any other Loan Document to which Guarantor is a party or in attempting to protect or preserve property pledged under any Loan Document to which Guarantor is a party; (c) Guarantor expressly guarantees guarantees, within its maximum liability hereunder, any sum or sums which become due and owing to the Lender CoBank as a result of any order of a bankruptcy court which requires the Lender CoBank to turn over moneys paid by the BorrowerBorrowers, Guarantor or any other person to the Lender CoBank on account of the Obligations. Guarantor agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment by the Borrower or any other person to the Lender on account of the Obligations is rescinded or must otherwise be returned or restored upon the insolvency or bankruptcy of the Borrower or any other obligor, guarantor, endorser or surety of the Obligations, all as though such payment had not been made; (d) Guarantor assents to all terms and agreements heretofore or hereafter made by the Borrower Borrowers, any of their subsidiaries or any other guarantor of the Borrower Borrowers with the Lender;CoBank; Continuing Guaranty/Knology, Inc. Loan No. ML0883T1 (e) Guarantor hereby consents to the following and agrees that its liability will not be affected or impaired by (i) the exchange, release or surrender of any collateral to the Borrower Borrowers or any other person, including any other guarantor, pledgor or grantor, or the waiver, release or subordination of any security interest, in whole or in part; (ii) the waiver or delay in the exercise of any of the Lender’s CoBank's rights or remedies against the Borrower Borrowers or any other person, including any other guarantor; (iii) the release of the Borrower Borrowers or any other person, including any other person guaranteeing any portion of the Obligations; (iv) the renewal, extension or modification of the terms of any of the Obligations or any instrument or agreement evidencing the same, including, without limitation, an increase in the principal amount of the Obligations; and (v) the acceptance by the Lender of other guaranties; (f) Guarantor waives acceptance hereof, notice of acceptance hereof, and notice of acceleration of and intention to accelerate the Obligations, and waives presentment, demand, protest, notice of dishonor, notice of default, notice of nonpayment or protest in relation to any instrument evidencing any of the Obligations, and any other demands and notices required by law except as such waiver may be expressly prohibited by law; (g) This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty shall be absolute, unconditional, direct, complete and immediate and shall not be contingent upon the pursuit of any remedies against the Borrower Borrowers or any other guarantor or person, nor against any security or lien available to the LenderCoBank, its successors, successors-in-title, endorsees or assigns. Guarantor waives any right to require that an action be brought against the Borrower Borrowers or any other person or to require that resort be had to any security. In the event of a default under the Loan Documents, or any of them, the Lender CoBank shall have the right to enforce its rights, powers and remedies under any of the Loan Documents, in any order, and all rights, powers and remedies available to the Lender CoBank in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. Accordingly, Guarantor hereby authorizes and empowers the Lender CoBank upon acceleration or of the maturity of the Obligations Note or any other Obligation, at its sole discretion, and without notice to Guarantor, to exercise any right or remedy which the Lender CoBank may have or any right or remedy hereinafter granted which the Lender CoBank may have as to any security. Guarantor expressly waives any right to require any action on the part of the Lender CoBank to proceed to collect amounts due under the Master Loan Agreement Note or any other Loan Documents.Obligation; (h) Until the Obligations are paid in full, Guarantor hereby subordinates any and all indebtedness of the any Borrower now or hereafter owed to Guarantor to all obligations of the Borrower Borrowers to the LenderCoBank, and agrees with the Lender CoBank that, from and after the occurrence of a default or event of default under any of the Loan Documents and for so long as such default or event of default exists, Guarantor shall not demand or accept any payment of principal or interest from any of the Borrower, Borrowers shall not claim any offset or other reduction of Guarantor’s 's liability hereunder because of any such indebtedness and shall not take any action to obtain any of the security for the Obligations; provided, however, that, if the Lender CoBank so requests, such indebtedness shall be collected, enforced and received by Guarantor as trustee for the Lender CoBank and be paid over to the Lender CoBank on account of the Obligations of the Borrower Borrowers to the LenderCoBank, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty;; Continuing Guaranty/Knology, Inc. Loan No. ML0883T1 (i) Guarantor hereby authorizes the LenderCoBank, without notice to Guarantor, to apply all payments and credits received from the Borrower Borrowers or from any guarantor or realized from any security in such manner and in such priority as the Lender CoBank in its sole judgment shall see fit to the Obligations which are the subject of this Guaranty; (j) The liability of Guarantor under this Guaranty shall not in any manner be affected by reason of any action taken or not taken by the LenderCoBank, which action or inaction is consented and agreed to by Guarantor, nor by the partial or complete unenforceability or invalidity of any other guaranty or surety agreement, pledge, assignment, or other security for any of the Obligations. No delay in making demand on Guarantor for satisfaction of its liability hereunder shall prejudice the Lender’s CoBank's right to enforce such satisfaction. All of the Lender’s CoBank's rights and remedies shall be cumulative and any failure of the Lender CoBank to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time, and from time to time, thereafter; (k) This Guaranty shall be a continuing one and shall be binding upon Guarantor regardless of how long before or after the date hereof the Obligations are incurred incurred. This Guaranty shall remain in full force and effect until a written instrument of termination shall be executed and delivered by a duly authorized officer of CoBank. CoBank will only be obligated to execute such an instrument of termination if: (i) all Obligations have been paid in full and (ii) CoBank has no further commitment or obligation to extend credit to the Borrowers. If so terminated, this Guaranty is terminated as provided in this Guaranty or is revoked by Guarantor prospectively as to future transactions, by written notice actually received by the Lender, and such revocation Guarantor's obligations hereunder shall not be effective as to any indebtedness existing or committed for under the Master Loan Agreement or the other Loan Documents at the time of actual receipt of such notice by the Lender, or as to any renewals, extensions or refinancings thereof. Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, in accordance with this Subsection 3(k), automatically reinstated if at any time, time payment in the opinion whole or in part of any of the directors Obligations is rescinded or officers of Guarantor, the benefits then being received by Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty as to future indebtedness. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with this Subsection 3(k), the Lender may rely conclusively on a continuing warranty, hereby made, that Guarantor continues to be benefited by this Guaranty and the Lender and the Lender shall have no duty to inquire into or confirm that the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard restored to the receiptBorrowers or other payor, nature or value must be paid to any other person, upon the insolvency, bankruptcy, liquidation, dissolution or reorganization of any the Borrowers or other payor, all as though such benefitspayment has not been made; and (l) Until the Obligations are paid finally and in full, or this Guaranty is released as provided herein, Guarantor hereby irrevocably waives any and all rights it may have to enforce any of the Lender’s CoBank's rights or remedies or participate in any security now or hereafter held by the LenderCoBank, and any and all such other rights of subrogation, reimbursement, contribution or indemnification against the Borrower , Borrowers or any other person having any manner of liability for the Borrower’s Borrowers' obligations to the LenderCoBank, whether or not arising hereunder, by agreement, at law or in equity.

Appears in 1 contract

Samples: Continuing Guaranty (Knology Inc)

Guaranty Provisions. (a) In consideration of loans, advances or disbursements heretofore or hereafter granted by the Lender CoBank to the Borrower Borrowers pursuant to the Master Loan Agreement, including any existing or future Supplements thereto, Agreement or otherwise and for other good and valuable consideration, the adequacy, sufficiency and receipt of which are hereby acknowledged, Guarantor hereby absolutely, unconditionally, irrevocably (except as otherwise expressly provided in Subsection 3(k) below)irrevocably, completely and immediately guarantees the prompt payment of, when due, whether by acceleration or otherwise, and the prompt payment and performance of the Obligations. The liability of Guarantor hereunder shall not be reduced as a result of amounts collected pursuant to any other guaranty, but shall be determined with reference to the amount of Obligations prior to collection from any party other than the Borrowers; (b) Guarantor further agrees to pay to the LenderCoBank, upon demand, (i) all losses and reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred in attempting to cause the Obligations to be paid, performed or otherwise satisfied or in attempting to protect or preserve any property, personal or real, securing the Obligations and (ii) all losses and reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred in enforcing or endeavoring to enforce this Guaranty and any other Loan Document to which Guarantor is a party or in attempting to protect or preserve property pledged under any Loan Document to which Guarantor is a party; (c) Guarantor expressly guarantees guarantees, within its maximum liability hereunder, any sum or sums which become due and owing to the Lender CoBank as a result of any order of a bankruptcy court which requires the Lender CoBank to turn over moneys paid by the BorrowerBorrowers, Guarantor or any other person to the Lender CoBank on account of the Obligations. Guarantor agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment by the Borrower or any other person to the Lender on account of the Obligations is rescinded or must otherwise be returned or restored upon the insolvency or bankruptcy of the Borrower or any other obligor, guarantor, endorser or surety of the Obligations, all as though such payment had not been made; (d) Guarantor assents to all terms and agreements heretofore or hereafter made by the Borrower Borrowers, any of their subsidiaries or any other guarantor of the Borrower Borrowers with the LenderCoBank; (e) Guarantor hereby consents to the following and agrees that its liability will not be affected or impaired by (i) the exchange, release or surrender of any collateral to the Borrower Continuing Guaranty/ITC Globe Inc. Loan No. ML0883T1 Borrowers or any other person, including any other guarantor, pledgor or grantor, or the waiver, release or subordination of any security interest, in whole or in part; (ii) the waiver or delay in the exercise of any of the Lender’s CoBank's rights or remedies against the Borrower Borrowers or any other person, including any other guarantor; (iii) the release of the Borrower Borrowers or any other person, including any other person guaranteeing any portion of the Obligations; (iv) the renewal, extension or modification of the terms of any of the Obligations or any instrument or agreement evidencing the same, including, without limitation, an increase in the principal amount of the Obligations; and (v) the acceptance by the Lender of other guaranties; (f) Guarantor waives acceptance hereof, notice of acceptance hereof, and notice of acceleration of and intention to accelerate the Obligations, and waives presentment, demand, protest, notice of dishonor, notice of default, notice of nonpayment or protest in relation to any instrument evidencing any of the Obligations, and any other demands and notices required by law except as such waiver may be expressly prohibited by law; (g) This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty shall be absolute, unconditional, direct, complete and immediate and shall not be contingent upon the pursuit of any remedies against the Borrower Borrowers or any other guarantor or person, nor against any security or lien available to the LenderCoBank, its successors, successors-in-title, endorsees or assigns. Guarantor waives any right to require that an action be brought against the Borrower Borrowers or any other person or to require that resort be had to any security. In the event of a default under the Loan Documents, or any of them, the Lender CoBank shall have the right to enforce its rights, powers and remedies under any of the Loan Documents, in any order, and all rights, powers and remedies available to the Lender CoBank in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. Accordingly, Guarantor hereby authorizes and empowers the Lender CoBank upon acceleration or of the maturity of the Obligations Note or any other Obligation, at its sole discretion, and without notice to Guarantor, to exercise any right or remedy which the Lender CoBank may have or any right or remedy hereinafter granted which the Lender CoBank may have as to any security. Guarantor expressly waives any right to require any action on the part of the Lender CoBank to proceed to collect amounts due under the Master Loan Agreement Note or any other Loan Documents.Obligation; (h) Until the Obligations are paid in full, Guarantor hereby subordinates any and all indebtedness of the any Borrower now or hereafter owed to Guarantor to all obligations of the Borrower Borrowers to the LenderCoBank, and agrees with the Lender CoBank that, from and after the occurrence of a default or event of default under any of the Loan Documents and for so long as such default or event of default exists, Guarantor shall not demand or accept any payment of principal or interest from any of the Borrower, Borrowers shall not claim any offset or other reduction of Guarantor’s 's liability hereunder because of any such indebtedness and shall not take any action to obtain any of the security for the Obligations; provided, however, that, if the Lender -------- ------- CoBank so requests, such indebtedness shall be collected, enforced and received by Guarantor as trustee for the Lender CoBank and be paid over to the Lender CoBank on account of the Obligations of the Borrower Borrowers to the LenderCoBank, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty; (i) Guarantor hereby authorizes the LenderCoBank, without notice to Guarantor, to apply all payments and credits received from the Borrower Borrowers or from any guarantor or realized from any Continuing Guaranty/ITC Globe Inc. Loan No. ML0883T1 security in such manner and in such priority as the Lender CoBank in its sole judgment shall see fit to the Obligations which are the subject of this Guaranty; (j) The liability of Guarantor under this Guaranty shall not in any manner be affected by reason of any action taken or not taken by the LenderCoBank, which action or inaction is consented and agreed to by Guarantor, nor by the partial or complete unenforceability or invalidity of any other guaranty or surety agreement, pledge, assignment, or other security for any of the Obligations. No delay in making demand on Guarantor for satisfaction of its liability hereunder shall prejudice the Lender’s CoBank's right to enforce such satisfaction. All of the Lender’s CoBank's rights and remedies shall be cumulative and any failure of the Lender CoBank to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time, and from time to time, thereafter; (k) This Guaranty shall be a continuing one and shall be binding upon Guarantor regardless of how long before or after the date hereof the Obligations are incurred incurred. This Guaranty shall remain in full force and effect until a written instrument of termination shall be executed and delivered by a duly authorized officer of CoBank. CoBank will only be obligated to execute such an instrument of termination if: (i) all Obligations have been paid in full and (ii) CoBank has no further commitment or obligation to extend credit to the Borrowers. If so terminated, this Guaranty is terminated as provided in this Guaranty or is revoked by Guarantor prospectively as to future transactions, by written notice actually received by the Lender, and such revocation Guarantor's obligations hereunder shall not be effective as to any indebtedness existing or committed for under the Master Loan Agreement or the other Loan Documents at the time of actual receipt of such notice by the Lender, or as to any renewals, extensions or refinancings thereof. Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, in accordance with this Subsection 3(k), automatically reinstated if at any time, time payment in the opinion whole or in part of any of the directors Obligations is rescinded or officers of Guarantor, the benefits then being received by Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty as to future indebtedness. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with this Subsection 3(k), the Lender may rely conclusively on a continuing warranty, hereby made, that Guarantor continues to be benefited by this Guaranty and the Lender and the Lender shall have no duty to inquire into or confirm that the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard restored to the receiptBorrowers or other payor, nature or value must be paid to any other person, upon the insolvency, bankruptcy, liquidation, dissolution or reorganization of any the Borrowers or other payor, all as though such benefitspayment has not been made; and (l) Until the Obligations are paid finally and in full, or this Guaranty is released as provided herein, Guarantor hereby irrevocably waives any and all rights it may have to enforce any of the Lender’s CoBank's rights or remedies or participate in any security now or hereafter held by the LenderCoBank, and any and all such other rights of subrogation, reimbursement, contribution or indemnification against the Borrower , Borrowers or any other person having any manner of liability for the Borrower’s Borrowers' obligations to the LenderCoBank, whether or not arising hereunder, by agreement, at law or in equity.

Appears in 1 contract

Samples: Continuing Guaranty (Knology Inc)

Guaranty Provisions. (a) In consideration of loans, advances or disbursements heretofore or hereafter granted by the Lender CoBank to the Borrower Borrowers pursuant to the Master Loan Agreement, including any existing or future Supplements thereto, Agreement or otherwise and for other good and valuable consideration, the adequacy, sufficiency and receipt of which are hereby acknowledged, Guarantor hereby absolutely, unconditionally, irrevocably (except as otherwise expressly provided in Subsection 3(k) below)irrevocably, completely and immediately guarantees the prompt payment of, when due, whether by acceleration or otherwise, and the prompt payment and performance of the Obligations. The liability of Guarantor hereunder shall not be reduced as a result of amounts collected pursuant to any other guaranty, but shall be determined with reference to the amount of Obligations prior to collection from any party other than the Borrowers; (b) Guarantor further agrees to pay to the LenderCoBank, upon demand, (i) all losses and reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred in attempting to cause the Obligations to be paid, performed or otherwise satisfied or in attempting to protect or preserve any property, personal or real, securing the Obligations and (ii) all losses and reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred in enforcing or endeavoring to enforce this Guaranty and any other Loan Document to which Guarantor is a party or in attempting to protect or preserve property pledged under any Loan Document to which Guarantor is a party; (c) Guarantor expressly guarantees guarantees, within its maximum liability hereunder, any sum or sums which become due and owing to the Lender CoBank as a result of any order of a bankruptcy court which requires the Lender CoBank to turn over moneys paid by the BorrowerBorrowers, Guarantor or any other person to the Lender CoBank on account of the Obligations. Guarantor agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment by the Borrower or any other person to the Lender on account of the Obligations is rescinded or must otherwise be returned or restored upon the insolvency or bankruptcy of the Borrower or any other obligor, guarantor, endorser or surety of the Obligations, all as though such payment had not been made; (d) Guarantor assents to all terms and agreements heretofore or hereafter made by the Borrower Borrowers, any of their subsidiaries or any other guarantor of the Borrower Borrowers with the LenderCoBank; (e) Guarantor hereby consents to the following and agrees that its liability will not be affected or impaired by (i) the exchange, release or surrender of any collateral to the Borrower Borrowers or any other person, including any other guarantor, pledgor or grantor, or the waiver, release or subordination of any security interest, in whole or in part; (ii) the waiver or delay in the exercise of any of the Lender’s CoBank's rights or remedies against the Borrower Borrowers or any other person, including any other guarantor; (iii) the release of the Borrower Borrowers or any other person, including any other person guaranteeing any portion of the Obligations; (iv) the renewal, extension or modification of the terms of any of the Obligations or any instrument or agreement evidencing the same, including, without limitation, an increase in the principal amount of the Obligations; and (v) the acceptance by the Lender of other guaranties; (f) Guarantor waives acceptance hereof, notice of acceptance hereof, and notice of acceleration of and intention to accelerate the Obligations, and waives presentment, demand, protest, notice of dishonor, notice of default, notice of nonpayment or protest in relation to any instrument evidencing any of the Obligations, and any other demands and notices required by law except as such waiver may be expressly prohibited by law; (g) This is a guaranty of payment and performance and not of collection. The liability of Guarantor under this Guaranty shall be absolute, unconditional, direct, complete and immediate and shall not be contingent upon the pursuit of any remedies against the Borrower Borrowers or any other guarantor or person, nor against any security or lien available to the LenderCoBank, its successors, successors-in-title, endorsees or assigns. Guarantor waives any right to require that an action be brought against the Borrower Borrowers or any other person or to require that resort be had to any security. In the event of a default under the Loan Documents, or any of them, the Lender CoBank shall have the right to enforce its rights, powers and remedies under any of the Loan Documents, in any order, and all rights, powers and remedies available to the Lender CoBank in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity. Accordingly, Guarantor hereby authorizes and empowers the Lender CoBank upon acceleration or of the maturity of the Obligations Note or any other Obligation, at its sole discretion, and without notice to Guarantor, to exercise any right or remedy which the Lender CoBank may have or any right or remedy hereinafter granted which the Lender CoBank may have as to any security. Guarantor expressly waives any right to require any action on the part of the Lender CoBank to proceed to collect amounts due under the Master Loan Agreement Note or any other Loan Documents.Obligation; (h) Until the Obligations are paid in full, Guarantor hereby subordinates any and all indebtedness of the any Borrower now or hereafter owed to Guarantor to all obligations of the Borrower Borrowers to the LenderCoBank, and agrees with the Lender CoBank that, from and after the occurrence of a default or event of default under any of the Loan Documents and for so long as such default or event of default exists, Guarantor shall not demand or accept any payment of principal or interest from any of the Borrower, Borrowers shall not claim any offset or other reduction of Guarantor’s 's liability hereunder because of any such indebtedness and shall not take any action to obtain any of the security for the Obligations; provided, -------- however, that, if the Lender CoBank so requests, such indebtedness shall be collected, ------- enforced and received by Guarantor as trustee for the Lender CoBank and be paid over to the Lender CoBank on account of the Obligations of the Borrower Borrowers to the LenderCoBank, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty; (i) Guarantor hereby authorizes the LenderCoBank, without notice to Guarantor, to apply all payments and credits received from the Borrower Borrowers or from any guarantor or realized from any security in such manner and in such priority as the Lender CoBank in its sole judgment shall see fit to the Obligations which are the subject of this Guaranty; (j) The liability of Guarantor under this Guaranty shall not in any manner be affected by reason of any action taken or not taken by the LenderCoBank, which action or inaction is consented and agreed to by Guarantor, nor by the partial or complete unenforceability or invalidity of any other guaranty or surety agreement, pledge, assignment, or other security for any of the Obligations. No delay in making demand on Guarantor for satisfaction of its liability hereunder shall prejudice the Lender’s CoBank's right to enforce such satisfaction. All of the Lender’s CoBank's rights and remedies shall be cumulative and any failure of the Lender CoBank to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any time, and from time to time, thereafter; (k) This Guaranty shall be a continuing one and shall be binding upon Guarantor regardless of how long before or after the date hereof the Obligations are incurred incurred. This Guaranty shall remain in full force and effect until a written instrument of termination shall be executed and delivered by a duly authorized officer of CoBank. CoBank will only be obligated to execute such an instrument of termination if: (i) all Obligations have been paid in full and (ii) CoBank has no further commitment or obligation to extend credit to the Borrowers. If so terminated, this Guaranty is terminated as provided in this Guaranty or is revoked by Guarantor prospectively as to future transactions, by written notice actually received by the Lender, and such revocation Guarantor's obligations hereunder shall not be effective as to any indebtedness existing or committed for under the Master Loan Agreement or the other Loan Documents at the time of actual receipt of such notice by the Lender, or as to any renewals, extensions or refinancings thereof. Guarantor agrees to rely exclusively on the right to revoke this Guaranty prospectively as to future transactions, in accordance with this Subsection 3(k), automatically reinstated if at any time, time payment in the opinion whole or in part of any of the directors Obligations is rescinded or officers of Guarantor, the benefits then being received by Guarantor in connection with this Guaranty are not sufficient to warrant the continuance of this Guaranty as to future indebtedness. Accordingly, so long as this Guaranty is not revoked prospectively in accordance with this Subsection 3(k), the Lender may rely conclusively on a continuing warranty, hereby made, that Guarantor continues to be benefited by this Guaranty and the Lender and the Lender shall have no duty to inquire into or confirm that the receipt of any such benefits, and this Guaranty shall be effective and enforceable by the Lender without regard restored to the receiptBorrowers or other payor, nature or value must be paid to any other person, upon the insolvency, bankruptcy, liquidation, dissolution or reorganization of any the Borrowers or other payor, all as though such benefitspayment has not been made; and (l) Until the Obligations are paid finally and in full, or this Guaranty is released as provided herein, Guarantor hereby irrevocably waives any and all rights it may have to enforce any of the Lender’s CoBank's rights or remedies or participate in any security now or hereafter held by the LenderCoBank, and any and all such other rights of subrogation, reimbursement, contribution or indemnification against the Borrower , Borrowers or any other person having any manner of liability for the Borrower’s Borrowers' obligations to the LenderCoBank, whether or not arising hereunder, by agreement, at law or in equity.

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Samples: Continuing Guaranty (Knology Inc)