SUBSIDIARY GUARANTY
Exhibit
10.6
SUBSIDIARY
GUARANTY, dated as of June 30, 2009, made by CTC Cable Corporation, a
Nevada corporation (“CTC”), and XxXxxx, Inc., a
Nevada corporation (“XxXxxx,” and together with
CTC, the “Guarantors”),
in favor of the Holder (as defined below).
WITNESSETH:
Whereas,
pursuant to that certain Loan Agreement (the “Credit Agreement”), dated as
of the date hereof, by and between Composite Technology Corporation, a Nevada
corporation (the “Company”), and Northlight
Financial LLC, a Delaware limited liability company (the “Lender”), the Company issued
to the Lender a Promissory Note, dated as of the date hereof (the “Note”), evidencing a loan made
by the Lender to the Company in the amount of $5,000,000 (the “Loan”), the proceeds of which
will be used for the benefit of each of the Guarantors; and
Whereas,
each Guarantor is a wholly-owned subsidiary of the Company; and
Whereas,
as a condition precedent to the Lender’s making of the Loan and in order to
induce the Lender to make the Loan, the Company agreed to cause the Guarantor to
guarantee the obligations under the Note in accordance with the terms set forth
in this Guaranty (as defined below),
NOW, THEREFORE, in
consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
to induce the Holder to make and maintain the loans evidenced by the Note,
Guarantor hereby agrees with the Holder as follows:
SECTION
1. DEFINED TERMS
1.1 Definitions
(a)
Capitalized terms used herein and not otherwise defined herein shall have the
meanings given to them in the Loan Agreement or the Note, as the case may
be.
(b) The
following terms shall have the following meanings:
“Guaranty” means this
Subsidiary Guaranty, as the same may be amended, supplemented or otherwise
modified from time to time.
“Holder” mean the Payee of the
Note and its successors and assigns.
“Obligations” mean the
collective reference to all obligations and liabilities of the Company to the
Holder under the Note (including, without limitation, default interest accruing
at the then applicable rates provided in the Note after the maturity of the Note
and interest accruing at the then applicable rate after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, relating to the Company, if a claim for post-filing or
post-petition interest is allowed in such proceeding), whether direct or
indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, the
Loan Agreement, the Note, this Guaranty, or any other document executed and
delivered in connection therewith, in each case whether on account of principal,
interest, fees, indemnities, costs, expenses or otherwise (including, without
limitation, all reasonable fees and disbursements of counsel to the Holder that
are required to be paid by the Company or Guarantor pursuant to the terms of any
of the foregoing agreements).
“Person” shall mean and include
an individual, a partnership, a corporation (including a business trust), a
joint stock company, a limited liability company, an unincorporated association,
a joint venture or other entity or a governmental authority.
1.2 Other Definitional
Provisions. The words
“hereof,” “herein”, “hereto” and “hereunder” and words of similar import when
used in this Guaranty shall refer to this Guaranty as a whole and not to any
particular provision of this Guaranty, and Section references are to this
Guaranty unless otherwise specified. The meanings given to terms
defined herein shall be equally applicable to both the singular and plural forms
of such terms.
SECTION
2. GUARANTY
2.1 Guaranty. Each
Guarantor, jointly and severally, hereby absolutely, unconditionally and
irrevocably guarantees to the Holder and its indorsees and transferees, the
prompt and complete payment and performance by the Company when due (whether at
the stated maturity, by acceleration or otherwise) of the
Obligations.
2.2 Nature of
Guaranty. Each
Guarantor’s liability under this Guaranty shall be unlimited, open and
continuous for so long as this Guaranty remains in force. Each
Guarantor intends to guaranty at all times the performance and prompt payment
when due, whether at maturity or earlier by reason of acceleration or otherwise,
of all Obligations. Accordingly, no payments made upon the
Obligations will discharge or diminish the continuing liability of a Guarantor
in connection with any remaining portions of the Obligations or any of the
Obligations which subsequently arises or is thereafter incurred. No
payment made by the Company, a Guarantor, any other guarantor or any other
Person or received or collected by the Holder from the Company, a Guarantor, any
other guarantor or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application at any time or from time to time in
reduction of or in payment of the Obligations shall be deemed to modify, reduce,
release or otherwise affect the liability of a Guarantor hereunder which shall,
notwithstanding any such payment (other than payment and performance in full of
the Obligations), remain liable for the remaining Obligations until the
Obligations are paid and performed in full.
2.3 Duration of
Guaranty. This
Guaranty will take effect when received by the Holder without the necessity of
any acceptance by the Holder, or any notice to a Guarantor or to the Company,
and will continue in full force until all the Obligations incurred or contracted
shall have been fully and finally paid and satisfied and all other obligations
of the Guarantors under this Guaranty shall have been performed in
full. All renewals, extensions, substitutions, and modifications of
the Obligations, release of any other guarantor or termination of any other
guaranty, of the Obligations shall not affect the liability of a Guarantor under
this Guaranty. This Guaranty is irrevocable and is binding upon each
Guarantor and such Guarantor’s successors and assigns so long as any of the
Obligations remain unpaid.
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2.4 No
Subrogation. Notwithstanding
any payment made by a Guarantor hereunder or any set-off or application of funds
of a Guarantor by the Holder, no Guarantor shall be entitled to be subrogated to
any of the rights of the Holder against the Company or any other guarantor or
guaranty or right of offset held by the Holder for the payment of the
Obligations, nor shall any Guarantor seek or be entitled to seek any
contribution or reimbursement from the Company or any other guarantor in respect
of payments made by a Guarantor hereunder, until all amounts owing to the Holder
by the Company on account of the Obligations are paid in full. If any
amount shall be paid to a Guarantor on account of such subrogation rights at any
time when all of the Obligations shall not have been paid and performed in full,
such amount shall be held in trust for the benefit of the Holder, segregated
from other funds of such Guarantor, and shall, forthwith upon receipt by such
Guarantor, be turned over to the Holder in the exact form received by such
Guarantor (duly indorsed by the Guarantor to the Holder, if required), to be
applied against the Obligations, whether matured or unmatured, in such order as
the Holder may determine.
2.5 Amendments, etc. with
Respect to the Obligations. Each
Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against the Guarantor and without notice to or further
assent by the Guarantor, any demand for payment or performance of any of the
Obligations made by the Holder may be rescinded by the Holder and any of the
Obligations continued, and the Obligations, or the liability of any other Person
upon or for any part thereof, or guaranty therefor or right of offset with
respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Holder, and the Loan Agreement, the Note and any other documents
executed and delivered in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, as the Holder may deem
advisable from time to time, and any guaranty or right of offset at any time
held by the Holder for the payment of the Obligations may be sold, exchanged,
waived, surrendered or released.
2.6 Guaranty Absolute And
Unconditional. Each
Guarantor hereby waives any and all notice of the creation, renewal, extension
or accrual of any of the Obligations and notice of or proof of reliance by the
Holder upon the guaranty contained in this Section 2 or
acceptance of the guaranty contained in this Section 2; the
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance
upon the guaranty contained in this Section 2; and all
dealings between the Company and a Guarantor, on the one hand, and the Holder,
on the other hand, likewise shall be conclusively presumed to have been had or
consummated in reliance upon the guaranty contained in this Section
2. Each Guarantor hereby waives, to the extent permitted by
law, diligence, presentment, protest, demand for payment and notice of default
or nonpayment to or upon the Company or the Guarantor with respect to the
Obligations. Each Guarantor understands and agrees that the guaranty
contained in this Section 2 shall be
construed as a continuing, absolute and unconditional guaranty of payment and
performance without regard to (a) any defense, set-off or counterclaim (other
than a defense of actual payment and performance of all Obligations) which may
at any time be available to or be asserted by the Company or any other Person
against the Holder, or (b) any other circumstance whatsoever (with or without
notice to or knowledge of the Company or the Guarantor) which constitutes, or
might be construed to constitute, an equitable or legal discharge of the Company
for the Obligations, or of a Guarantor under the guaranty contained in this
Section 2, in
bankruptcy or in any other instance. When making any demand hereunder
or otherwise pursuing its rights and remedies hereunder against a Guarantor, the
Holder may, but shall be under no obligation to, make a similar demand on or
otherwise pursue such rights and remedies as they may have against the Company
or any other Person or against any other guaranty for the Obligations or any
right of offset with respect thereto, and any failure by the Holder to make any
such demand, to pursue such other rights or remedies or to collect any payments
from the Company or any other Person or to realize upon any such other guaranty
or to exercise any such right of offset, or any release of the Company or any
other Person or any such other guaranty or right of offset, shall not relieve
any Guarantor of any obligation or liability hereunder, and shall not impair or
affect the rights and remedies, whether express, implied or available as a
matter of law, of the Holder against any Guarantor.
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2.7 Reinstatement. The
guaranty contained in this Section 2 shall
continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Obligations is rescinded or must
otherwise be restored or returned by the Holder upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Company, a Guarantor or any
other guarantor of the Obligations, or upon or as a result of the appointment of
a receiver, intervenor or conservator of, or trustee or similar officer for, the
Company, a Guarantor or any other guarantor of the Obligations or any
substantial part of its property, or otherwise, all as though such payments had
not been made.
2.8 Payments. Each
Guarantor hereby guarantees that payments hereunder will be paid to the Holder
without set-off or counterclaim in U.S. dollars at the addresses set forth in
the Loan Agreement or by wire transfer pursuant to instructions provided to
Guarantor by the Holder.
SECTION
3. REPRESENTATIONS AND WARRANTIES
Each
Guarantor represents and warrants to the Holder that:
3.1 Organization, Good Standing
and Qualification. The
Guarantor is a legal entity
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has all requisite power and authority to
carry on its business as now conducted and own its
properties. Guarantor is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction in which the conduct of
its business or its ownership or leasing of property makes such qualification or
licensing necessary unless the failure to so qualify would not be reasonably
likely to result in a Material Adverse Effect (as defined in the Loan Agreement)
(other than CTC Cable, which is not in good standing in the state of California
as of the date hereof, but which shall be in good standing pursuant to Section 5.1(f) of the
Loan Agreement).
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3.2 Authorization. The
Guarantor has full power and authority and has taken all requisite action on the
part of such Guarantor necessary for (i) the authorization, execution and
delivery of this Guaranty and (ii) authorization of the performance of all
obligations of such Guarantor hereunder. This Guaranty constitutes
legal, valid and binding obligations of the Guarantor, enforceable against the
Guarantor in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability, relating
to or affecting creditors’ rights generally.
3.3 Consents. The
execution, delivery and performance by the Guarantor of this Guaranty require no
consent of, action by or in respect of, or filing with, any Person.
3.4 No Conflict, Breach,
Violation or Default; Compliance with Law. The execution,
delivery and performance of this Guaranty by the Guarantor will not conflict
with or result in a breach or violation of any of the terms and provisions of,
or constitute a default under the Guarantor’s organizational documents as in
effect on the date hereof (copies of which have been provided to the Lender
prior to the date hereof). The Guarantor (i) is not in violation of
any statute, rule or regulation applicable to the Guarantor or its assets, (ii)
is not in violation of any judgment, order or decree applicable to the Guarantor
or its assets, and (iii) is not in breach or violation of any agreement to which
it or its assets are a party or are bound or subject. The Guarantor
has not received notice from any Person of any claim or investigation that, if
adversely determined, would render the preceding sentence untrue or
incomplete.
3.5 No Limitation of
Guaranty. No
representations, warranties or agreements of any kind have been made to or with
the Guarantor which would limit or qualify in any way the terms of this
Guaranty.
3.6 Company’s
Request. This
Guaranty is executed at the Company’s request, and not at the request of the
Holder.
3.7 Obtaining Company
Information. The
Guarantor has established adequate means of obtaining from the Company on a
continuing basis information regarding the Company’s financial
condition.
3.8 Solvency. As
of the date hereof and after giving effect to the transactions contemplated
hereby, (a) the property of the Guarantor, at a fair valuation, will exceed its
debt; (b) the capital of the Guarantor will not be unreasonably small to conduct
its business; (c) the Guarantor will not have incurred debts, or have intended
to incur debts, beyond its ability to pay such debts as they mature; and (d) the
present fair salable value of the assets of the Guarantor will be greater than
the amount that will be required to pay its probable liabilities (including
debts) as they become absolute and matured. For purposes of this
Section 3.8,
“debt” means any liability on a claim, and “claim” means (i) the right to
payment, whether or not such right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, undisputed, legal,
equitable, secured or unsecured, or (ii) the right to an equitable remedy for
breach of performance if such breach gives rise to a right to payment, whether
or not such right to an equitable remedy is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, undisputed, secured or
unsecured.
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SECTION
4. COVENANTS
4.1 Compliance with
Laws. So
long as the Note remains outstanding, each Guarantor will use reasonable efforts
to comply with all applicable laws, rules, regulations, orders and decrees of
all governmental authorities, except to the extent non-compliance (in one
instance or in the aggregate) would not have a Material Adverse Effect (as
defined in the Loan Agreement).
4.2 Taxes. Each
Guarantor shall pay, and shall cause each of its subsidiaries to pay, prior to
delinquency, all material taxes, assessments, and governmental levies except
such as are contested in good faith and by appropriate proceedings or where the
failure to effect such payment is not adverse in any material respect to such
Guarantor or the Holder.
4.3 Stay, Extension and Usury
Laws. Each
Guarantor shall not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Guaranty; and each Guarantor hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not, by resort to any such law, hinder, delay or impede the execution of
any right herein granted to the Holder, but shall suffer and permit the
execution of every such right as though no such law has been
enacted.
SECTION
5. SECURITY
5.1 The
Obligations and the Guarantors’ obligations hereunder and under the other Loan
Agreement, the Note and all other documents entered into in connection therewith
are secured pursuant to the terms of (i) that certain Security Agreement, dated
as of the date hereof, by and among the Lender, the Company and the Guarantors
and (ii) that certain Stock Pledge Agreement, dated as of the date hereof, by
and between the Lender and the Company.
SECTION
6. WAIVERS; SUBORDINATION
6.1 Guarantor’s
Waivers.
(a) Holder’s
Actions. Notwithstanding any other waivers by a Guarantor
pursuant to this Guaranty and except as prohibited by applicable law, each
Guarantor waives any right to require the Holder to: (i) continue lending money
or to extend other credit to the Company or (ii) resort for payment or to
proceed directly or at once against any Person, including the Company or any
other guarantor.
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(b) Insolvency. If now
or hereafter the Company shall be or become insolvent and the Obligations have
not been paid and performed in full, each Guarantor hereby waives and
relinquishes in favor of the Holder and the Company, and their respective
successors and assigns, any claim or right to payment Guarantor may now have or
hereafter have or acquire against the Company, by subrogation or otherwise, such
that at no time shall any Guarantor be or become a “creditor” of the Company
within the meaning of 11 U.S.C. Section 547(b) or any successor provision of the
United States Federal bankruptcy laws.
(c) Guarantor’s Rights and
Defenses. Each Guarantor also waives any and all rights or
defenses arising by reason of (i) any “one action” or “anti-deficiency” law or
any other law which may prevent the Holder from bringing any action, including a
claim for deficiency, against such Guarantor, before or after the commencement
or completion of any foreclosure action, either judicially or by exercise of a
power of sale; (ii) any election of remedies by the Holder which destroys or
otherwise adversely affects such Guarantor’s subrogation rights or such
Guarantor’s rights to proceed against the Company for reimbursement, including
without limitation, any loss of rights the Guarantor may suffer by reason of any
law limiting, qualifying, or discharging the Obligations; (iii) any disability
or other defense of the Company, of any other guarantor, or of any other person,
or by reason of the cessation of the Company’s liability from any cause
whatsoever, other than payment in full in legal tender or by performance in
full, of the Obligations; (iv) any statute of limitations, if at the time any
action or other suit brought by the Holder against such Guarantor is commenced
there is outstanding Obligations which are not barred by any applicable statute
of limitations; (v) any defenses given to guarantors at law or in equity other
than actual payment and performance of the Obligations; or (vi) any act,
omission, election or waiver by the Holder of the type set forth in this
Guaranty.
(d) No Set-off, Counterclaim,
Etc. Each Guarantor further waives and agrees not to assert or
claim at any time any deductions to the amount guaranteed under this Guaranty
for any claim of set-off, counterclaim, counter demand, recoupment or similar
right.
6.2 Guarantor’s Understanding
With Respect to Waivers. Each
of the waivers set forth herein is made with such Guarantor’s full knowledge of
its significance and consequences and that, under the circumstances, the waivers
are reasonable and not contrary to public policy or law. If any such
waiver is determined to be contrary to any applicable law or public policy, such
waiver shall be effective only to the extent permitted by law or public
policy.
6.3 Subordination of the
Company’s Debts to Guarantor. The
Obligations whether
now existing or hereafter created, shall be prior to any claim that any
Guarantor may now have or hereafter acquire against the Company, whether or not
the Company becomes insolvent. Each Guarantor hereby expressly
subordinates to the Obligations any claim such Guarantor may have against the
Company, upon any account whatsoever (including without limitation all
intercompany obligations owing to the Guarantor from the Company), to any claim
that the Holder may now or hereafter have against the Company; provided, however, that the
Company may make payments on such claims that represent bona fide claims for
money lent or property transferred to the Company in the ordinary course of the
business of the Guarantor and the Company unless and until an Event of Default
(as defined in the Loan Agreement) shall have occurred. In the event
of any dissolution, winding up, liquidation, readjustment, reorganization or
similar proceedings, through bankruptcy, by an assignment for the benefit of
creditors, by voluntary liquidation, or otherwise, the assets of the Company
applicable to the payment of the claims of both the Holder and each Guarantor
shall be paid to the Holder.
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SECTION
7. MISCELLANEOUS
7.1 Amendments In
Writing. None
of the terms or provisions of this Guaranty with respect to a Guarantor may be
amended, supplemented or otherwise modified except by an instrument in writing
signed by such Guarantor and the Holder, and no provision hereof may be waived
other than by an instrument in writing signed by the party against whom
enforcement is sought.
7.2 Notices. All
notices, requests and demands to or upon the Holder or Guarantor hereunder shall
be effected in the manner provided for in the Loan
Agreement.
7.3 No Waiver By Course Of
Conduct; Cumulative Remedies. The
Holder shall not by any act (except by a written instrument pursuant to Section 7.1), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Event of Default. No failure
to exercise, nor any delay in exercising, on the part of the Holder, any right,
power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. A waiver by the Holder of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Holder would otherwise have on any future
occasion. The rights and remedies herein provided are cumulative, may
be exercised singly or concurrently and are not exclusive of any other rights
and remedies provided by law.
7.4 Indemnification
(a) Each
Guarantor shall pay, and save the Holder harmless from, any and all liabilities
with respect to, or resulting from any delay in paying, any and all stamp,
excise, sales or other taxes (other than any taxes based upon the Holder’s net
income) which may be payable or determined to be payable in connection with any
of the transactions contemplated by this Guaranty.
(b) Each
Guarantor shall pay, and to save the Holder harmless from, any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Guaranty to the extent the Company would be required to do so pursuant to the
Loan Agreement.
(c) The
agreements in this Section shall survive repayment of the Obligations and all
other amounts payable under the Note.
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7.5 Successors And
Assigns. This
Guaranty shall be binding upon the successors and
assigns of each Guarantor and shall inure to the benefit of the Holder and its
respective successors and assigns; provided, that no Guarantor may
assign, transfer or delegate any of its rights or obligations under this
Guaranty.
7.6 Set-Off. Each
Guarantor hereby irrevocably authorizes the Holder at any time and from time to
time while an Event of Default shall have occurred and be continuing, without
notice to such Guarantor or any other guarantor of the Obligations, any such
notice being expressly waived by the Guarantor, to set-off and appropriate and
apply any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by the Holder to or for the
credit or the account of the Guarantor, or any part thereof in such amounts as
the Holder may elect, against and on account of the obligations and liabilities
of the Guarantor to the Holder hereunder and claims of every nature and
description of the Holder against Guarantor, in any currency, whether arising
hereunder, under the Note, or otherwise, as the Holder may elect, whether or not
the Holder has made any demand for payment and although such obligations,
liabilities and claims may be contingent or unmatured. The Holder
shall notify such Guarantor promptly of any such set-off and the application
made by the Holder of the proceeds thereof, provided, that the failure to
give such notice shall not affect the validity of such set-off and
application. The rights of the Holder under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) which the Holder may have.
7.7 Facsimile. This
Guaranty may be executed by facsimile.
7.8 Severability. Any
provision of this Guaranty which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
7.9 Section
Headings. The
Section headings used in this Guaranty are for convenience of reference only and
are not to affect the construction hereof or be taken into consideration in the
interpretation hereof.
7.10 Integration. This
Guaranty represent the agreement of the Guarantors and the Lender with respect
to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Lender relative to subject matter hereof
not expressly set forth or referred to herein.
7.11 Governing Law; Jurisdiction;
Consent to Service of Process.
(a) Governing Law. This Agreement shall be
construed in accordance with and governed by the laws of the State of New York
applicable to contracts made and to be performed in such State.
(b) Jurisdiction. Each Guarantor
hereby irrevocably and unconditionally submits, for itself, to the nonexclusive
jurisdiction of any state or federal court sitting in New York, New York and any
appellate court from any thereof, in any action or other proceeding arising out
of or relating to this Guaranty, or for recognition or enforcement of any
judgment, and each Guarantor hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or other proceeding may be
heard and determined in such court. Each Guarantor agrees that a
final judgment in any such action or other proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by Law. Nothing in this Guaranty shall affect any right that the
Holder may otherwise have to bring any action or other proceeding relating to
this Guaranty against any Guarantor in the courts of any
jurisdiction.
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(c) Waiver. Each
Guarantor hereby irrevocably waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have to the
laying of venue of any action or other proceeding arising out of or relating to
this Guaranty in any court referred to in paragraph (b) of this
Section. Each Guarantor hereby irrevocably waives, to the fullest
extent permitted by Law, the defense of an inconvenient forum to the maintenance
of such action or other proceeding in any such court.
(d) Each
Guarantor irrevocably consents to service of process in the manner provided for
notices in Section 7.2.
Nothing in this Guaranty will affect the right of the Holder to serve process in
any other manner permitted by Law.
(e) Waiver of Jury
Trial. EACH
GUARANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE LENDER REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT THE HOLDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER.
7.12 Acknowledgements. Each
Guarantor hereby acknowledges that:
(a) it
has been advised by counsel in the negotiation, execution and delivery of this
Guaranty;
(b) the
Holder has no fiduciary relationship with or duty to the Guarantor arising out
of or in connection with this Guaranty or otherwise, and the relationship
between the Guarantor, on the one hand, and the Holder, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor;
and
(c) no
joint venture is created hereby or otherwise exists by virtue of the
transactions contemplated hereby among the Guarantor and the
Holder.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the undersigned have caused this Guaranty to be duly executed
and delivered as of the date first above written.
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GUARANTORS:
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CTC
CABLE CORPORATION
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By:
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Name:
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Title:
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ACKNOWLEDGMENT
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STATE OF CALIFORNIA
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)
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)
ss.:
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COUNTY
OF ________________
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)
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On this
______ day of June, 2009, before me, the undersigned, personally appeared
________________, the ___________________________ of CTC Cable Corporation, a
Nevada corporation, who, I am satisfied, is the person who signed the foregoing
instrument, and he did acknowledge under oath that he signed, sealed with the
corporate seal, and delivered the same in his capacity as such officer and that
the foregoing instrument is the voluntary act and deed of such corporation, made
by virtue of the authority of its board of directors.
IN
WITNESS WHEREOF, I have hereunto set my hand and official seal.
|
Notary
Public
|
(Notarial
Seal)
[Signature
Page to Subsidiary Guaranty]
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XXXXXX,
INC.
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|
|
By:
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|
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Name:
|
|
|
Title:
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|
ACKNOWLEDGMENT
|
STATE OF CALIFORNIA
|
)
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|
|
)
ss.:
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||
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COUNTY
OF ________________
|
)
|
On this
______ day of June, 2009, before me, the undersigned, personally appeared
________________, the ___________________________ of XxXxxx, Inc., a Nevada
corporation, who, I am satisfied, is the person who signed the foregoing
instrument, and he did acknowledge under oath that he signed, sealed with the
corporate seal, and delivered the same in his capacity as such officer and that
the foregoing instrument is the voluntary act and deed of such corporation, made
by virtue of the authority of its board of directors.
IN
WITNESS WHEREOF, I have hereunto set my hand and official seal.
|
Notary
Public
|
(Notarial
Seal)
