EXHIBIT 10.52
NATIONSBANK(R)
NationsBank, N.A. (South) E. Gilmer/3829 CONTINUING AND UNCONDITIONAL
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GUARANTY
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1. GUARANTY. FOR VALUE RECEIVED, and to induce NationsBank, N.A. (South)
Financial Strategies
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Banking Center
600 Peachtree Street, N.E. , Atlanta , GA , 30308
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Back Street Address City State Zip Code
(Attn: Financial Strategies ) (herein called "Bank"), to make loans or advances
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or to extend credit or other financial accommodations or benefits, with or
without security, to or for the account of Premiere Communications, Inc.
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3399 Peachtree Road , Atlanta , GA , 30326
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Street Address City State Zip Code
(herein called "Borrower"), the undersigned (herein called the "Guarantor"), if
more than one, then each of them jointly and severally, hereby becomes a surety
for and irrevocably and unconditionally guarantees to Bank the full and prompt
payment when due, whether by acceleration or otherwise, of any and all
Liabilities (as hereinafter defined) of Borrower to Bank, together with
reasonable attorney's fees, costs and expenses incurred by Bank in enforcing any
and all of such indebtedness. This Guaranty is continuing and unlimited as to
the amount.
Guarantor further unconditionally guarantees the faithful, prompt and complete
compliance by Borrower with all terms, conditions, covenants, agreements, and
undertakings of Borrower (herein collectively referred to as the "Obligations")
under all notes and other documents evidencing the Liabilities, as hereinafter
defined, and under all deeds to secure debt, deeds of trust, mortgages, security
agreements and other documents securing payment of the Liabilities and all notes
and other agreements, documents, and instruments evidencing or relating to the
Liabilities and Obligations being herein collectively called the "Loan
Documents"). The undertakings of Guarantor hereunder are independent of the
Liabilities and Obligations of the Borrower and a separate action or actions for
payment, damages or performance may be brought or prosecuted against Guarantor,
whether or not an action is brought against the Borrower or to realize upon the
security for the Liabilities and/or Obligations and whether or not Borrower is
joined in any such action or actions, and whether or not notice is given or
demand is made upon the Borrower.
Bank shall not be required to proceed first against Borrower, or any other
person, firm or corporation, whether primarily or secondarily liable, or against
any Collateral held by it, before resorting to Guarantor for payment, and
Guarantor shall not be entitled to assert as a defense to the enforceability of
the Guaranty any defense of Borrower with respect to any Liabilities or
Obligations.
2. PARAGRAPH HEADINGS AND GOVERNING LAW. Guarantor agrees that the paragraph
headings in this Guaranty are for convenience only and that they will not limit
any of the provisions of this Guaranty. Guarantor further agrees that this
Guaranty shall be governed by and construed in accordance with the laws of the
State of Georgia and applicable United States federal law. Guarantor further
agrees that this Guaranty shall be deemed to have been made in the State of
Georgia at Bank's address indicated herein, and shall be governed by, and
construed in accordance with, the laws of the State of Georgia, or the United
States courts located within the State of Georgia, and is performable in the
State of Georgia.
3. DEFINITIONS.
A. "Liability" or "Liabilities" as used herein shall include without
limitation, all liabilities, overdrafts, indebtedness, and obligations of
Borrower to Bank, whether direct or indirect, absolute or contingent, joint or
several, secured or unsecured, due or not due, contractual or tortious,
liquidated or unliquidated, arising by operation of law or otherwise, now or
hereafter existing, or held or to be held by the Bank for its own account or as
agent for another or others, whether created directly, indirectly, or acquired
by assignment or otherwise, including but not limited to all extensions or
renewals thereof, and all sums payable under or by virtue thereof, including
without limitation, all amounts of principal and interest, all expenses
(including attorney's fees and cost of collection as specified) incurred in the
collection thereof or the enforcement of rights thereunder or in enforcing this
Guaranty (including without limitation, any liability arising from failure to
comply with state or federal laws, rules and regulations concerning the control
of hazardous wastes or substances at or with respect to any real estate securing
any loan guaranteed hereby), whether arising in the ordinary courts of business
or otherwise, and whether held or to be held by Bank for its own account or as
agent for another or others. If Borrower is a partnership, corporation or other
entity the term "Liability" or "Liabilities" as used herein shall include all
Liabilities to Bank of any successor entity or entities.
B. "Guarantor" as used herein shall mean Guarantor or any one or more of
them. Anyone executing this Guaranty shall be bound by the terms hereof without
regard to execution by anyone else. This Guaranty is binding upon Guarantor,
his, their or its executors, administrators, successors or assigns, and shall
inure to the benefit of Bank, its successors, endorsees or assigns.
"Guarantor" as used in this instrument shall be construed as singular or plural
to correspond with the number of persons executing this instrument as Guarantor.
The pronouns used in this Agreement are in the masculine gender but shall be
construed as female or neuter as an occasion may require.
C. "Collateral" means the property subject to a security interest, and
includes accounts and chattel paper which have been sold, including but not
limited to all additions and accessions thereto, all replacements or substitutes
therefor, and all immediate and remote proceeds of the sale or other disposition
thereof.
4. WAIVERS BY GUARANTOR. Guarantor waives notice acceptance of this
Guaranty, notice of any Liability or Obligations to which it may apply, and
waives presentment, demand for payment, protest, notice of dishonor or
nonpayment of any Liabilities, waiver of notice of intent to accelerate, waiver
of notice of acceleration and notice of any suit or the taking of other action
by Bank against Borrower. Guarantor or any other person and any other notice to
any party liable thereon (including Guarantor) and any applicable statute of
limitations.
Each Guarantor also hereby waives any claim, right or remedy which such
Guarantor may now have or hereafter acquire against the Borrower that arises
hereunder and/or from the performance by any Guarantor hereunder including,
without limitation, any claim, remedy or right of subrogation, reimbursement,
exoneration, contribution, indemnification, or participation in any claim, right
or remedy of the Bank against the Borrower or any security which the Bank now
has or hereafter acquires, whether or not such claim, right or remedy arises in
equity, under contract, by statute, under common law or otherwise.
Guarantor hereby agrees to waive the benefits of any provision of law requiring
that the Bank exhaust any right or remedy, or take any action, against the
Borrower, any Guarantor, any other person and/or property including but not
limited to the provisions of the Official Code of Georgia (S)10-7-24 and
Official Code of Georgia (S)11-3-601, as amended, or otherwise.
Bank may at any time and from time to time (whether before or after revocation
or termination of this Guaranty) without notice to Guarantor (except as required
by law), without incurring responsibility to Guarantor, without impairing,
releasing, or otherwise affecting the obligations of Guarantor, in whole or in
part, and without the endorsement or execution by Guarantor of any additional
consent, waiver or guaranty: (a) change the manner, place or terms of payment;
(b) change or extend the time of or renew or alter, any Liability or Obligation
or installment thereof, or any security therefor: (c) loan additional monies or
extend additional credit to Borrower, with or without security, thereby creating
new Liabilities or Obligations the payment or performance of which shall be
guaranteed hereunder, and the Guaranty herein made shall apply to the
Liabilities and Obligations as so changed, extended, surrendered, realized upon
or otherwise altered: (d) sell exchange, release, surrender, realize upon or
otherwise deal with in any manner and in any order any property at any time
pledged or mortgaged to secure the Liabilities or Obligations and any offset
there against; (e) exercise or refrain from exercising any rights against
Borrower or others (including Guarantor) or act of refrain from acting in any
other manner; (f) settle or compromise any Liability or Obligation or any
security therefor and subordinate the payment of all or any part thereof to the
payment of any Liability or Obligation of any other parties primarily or
secondarily liable on any of the Liabilities or Obligations; (g) release or
compromise any liability of Guarantor hereunder of any Liability or Obligation
of any other parties primarily or secondarily liable on any of the Liabilities
or Obligations; or (h) apply any sums from any sources to any Liability without
regard to any Liabilities remaining unpaid.
5. SUBORDINATION. Upon demand of Bank, Guarantor agrees that it will not
demand, take or receive from the Borrower, by set-off or in any other manner,
payment of any liabilities and/or obligations, now and at any time or times
hereafter owing by the Borrower to Guarantor unless and until all the
Liabilities shall have been fully paid, and any security interest, liens or
encumbrances which Guarantor now has and from time to time hereafter may have
upon any of the assets of the Borrower shall be made subordinate, junior and
inferior and postponed in priority, operation and effect to any security
interest of Bank in such assets.
6. WAIVERS BY BANK. No delay on the part of Bank in exercising any of its
options, powers or rights, or any partial or single exercise thereof, shall
constitute a waiver thereof. No waiver of any of its rights hereunder, and no
modification or amendment of this Guaranty, shall be deemed to be made by Bank
unless the same shall be in writing, duly signed on behalf of Bank; and each
such waiver, if any, shall apply only with respect to the specific instance
involved, and shall in no way impair the rights of Bank of the obligations of
Guarantor to Bank in any other respect at any other time.
7. TERMINATION. This Guaranty shall continue until written notice of revocation
signed by each respective Guarantor or until written notice of the death of such
Guarantor shall actually have been received by Bank, notwithstanding change in
name, location composition or structure of, or the dissolution, termination or
increase, decrease or change in personnel, owners or partners of Borrower, or
any one or more of Guarantors, provided, however, that no notice of
revocation or termination hereof shall affect in any manner rights arising under
this Guaranty with respect to Liabilities or Obligations that shall have been
created. Contracted, assumed or incurred prior to receipt of such written notice
pursuant to any agreement entered into by Bank prior to receipt of such notice,
and the sole effect of such notice of revocation or termination hereof shall be
to exclude from this Guaranty, Liabilities or Obligations thereafter arising
that are unconnected with Liabilities or Obligations theretofore arising or
transactions entered into theretofore.
In the event of the death of a Guarantor, the liabilities of the estates of the
deceased Guarantor shall continue in full force and effect as to (i) the
Liabilities existing at the date of death, and any renewals or extensions
thereof and (ii) loans or advances made to or for the account of Borrower after
the date of death of the deceased Guarantor pursuant to the liabilities of Bank
under a commitment made to Borrower prior to the date of such death. As to all
surviving Guarantors, this Guaranty shall continue in full force and effect
after the death of a Guarantor, not only as to the Liabilities existing at that
time, but also as to Liabilities thereafter incurred by Borrower to Bank.
8. PARTIAL INVALIDITY AND/OR ENFORCEABILITY OF GUARANTY. The unenforceability or
invalidity of any provision of this Guaranty shall not affect the enforceability
or validity of any other provision herein and the invalidity or unenforceability
of any provision of any Loan Documents as it may apply to any person or
circumstance shall not affect the enforceability or validity of such provision
as it may apply to other persons or circumstances:
In the event Bank is required to relinquish or return the payments, the
Collateral or the proceeds thereof, in whole or in part, which had been
previously applied to or retained for applications against any Liability, by
reason of a proceeding arising under the Bankruptcy Code, or for any other
reason, this Guaranty shall automatically continue to be effective
notwithstanding any previous cancellation or release effected by the Bank.
9. OBLIGATIONS OF GUARANTOR. In the event that Borrower fails to perform any of
the Obligations or pay any of the Liabilities, Guarantor shall upon demand by
Bank, promptly and with due diligence pay all Liabilities and perform and
satisfy for the benefit of Bank all Obligations.
Guarantor will not become a party to a merger or consolidation with any other
company, except where Guarantor is the surviving corporation or entity, and all
covenants under this Guaranty Agreement are assumed by the surviving
corporation. Further, Guarantor may not change the status of or type of entity,
that Guarantor is, without the written consent of Bank and all covenants under
this Guaranty Agreement are assumed by the new or surviving entity. Guarantor
further agrees that this Guaranty Agreement shall be binding, legal and
enforceable against Guarantor in the event Borrower changes its name, status or
type of entity.
10. FINANCIAL AND OTHER INFORMATION. Guarantor agrees to furnish to Bank any and
all financial information and any other information regarding Guarantor and/or
Collateral requested in writing by Bank within ten (10) days of the date of the
request. The Guarantor has made an independent investigation of the financial
condition and affairs of the Borrower prior to entering into this Guaranty, and
the Guarantor has made and will continue to make an independent appraisal of the
creditworthiness of the Borrower: and in entering into this Guaranty the
Guarantor has not relied upon representation of the Bank as to the financial
conditions, operations or creditworthiness of the Borrower. The Guarantor
further agrees that the Bank shall have no duty or responsibility now or
hereafter to make any investigation or appraisal of the Borrower on behalf of
the Guarantor or to provide the Guarantor with any credit or other information
which may come to its alteration now or hereafter.
11. NOTICES. All notices required or permitted to be given to Bank herein shall
be sent by registered or certified mail, return receipt requested to the Bank at
the address shown in the preamble to this Agreement. Guarantor agrees that all
notices required or permitted to be given to Guarantor shall be sent by first
class mail, postage prepaid United States mail. The parties agree that the
notice shall be considered received by Guarantor five (5) days after being
placed in the United States mail.
12. EVENTS OF DEFAULT. The following are events of default hereunder: (a) the
failure to pay or perform any Obligation. Liability or indebtedness of Borrower
or Guarantor to Bank, or to any affiliate of Bank, whether under this Guaranty
or any other agreement, note or instruments now or hereafter existing, as and
when due (whether upon demand, at maturity or by acceleration): (b) the failure
to pay or perform any other Obligation, Liability or indebtedness of Borrower
or Guarantor as and when due, whether to Bank or some other party, the
Collateral for which constitutes an encumbrance on the Collateral for this
Guaranty;(c) death of any Borrower or Guarantor (if any individual), or a
proceeding being filed or commenced against a Borrower or Guarantor for
dissolution or liquidation, or any Borrower or Guarantor voluntarily or
involuntarily termination or dissolving or being terminated or dissolved; (d)
the insolvency of, the business failure of, the appointment of a custodian,
trustee, liquidator or receiver for or for any of the property of, or an
assignment for the benefit of creditors by, or the filling of a petition under
any bankruptcy, insolvency or debtor's relief law or for any adjustments of
indebtedness, composition or extensions by or against Borrower or Guarantor: (a)
any lien or additional security interest being placed upon any of the Collateral
which is security for this Guaranty; (f) acquisition at any time or from time to
time of title to the whole of or any part of the Collateral which is security
for this Guaranty by any person, partnership, corporation, or other entity; (g)
Bank determining that any representation of warranty made by Borrower or
Guarantor to Bank is, or was, untrue or materially misleading; (h) failure of
Borrower or Guarantor to timely deliver such financial statements, including tax
returns, and other statements of condition or other information as Bank shall
request from time to time; (i) any default under any Loan Documents; (j) entry
of a judgment against Borrower or Guarantor which Bank deems to be of a material
nature, in Bank's sole discretion; (k) the seizure or forfeiture of, or the
issuance of any wir of possession, garnishment or attachment, or any runover
order for any property of Borrowers or Guarantor; (l) Bank reasonably deeming
itself insecure of any reason; (m) the determination by Bank that a material
adverse change has occurred in the financial condition of Borrower or Guarantor;
(n) the failure to comply with any law regulating the operation of Borrower's
business; (o) termination of Guaranty by Guarantor, or (p) the inability of the
Borrower or Guarantor to pay debts as they mature whether owing to Bank or any
other party.
13. REMEDIES. Upon the occurrence of any event of default hereunder. Bank shall
have all of the remedies of a creditor and, to the extent applicable, of a
secured party, under all applicable law, and without limiting the generality
of the foregoing, Bank may, at its option and without notice or demand: (a)
declare any Liability accelerated and due and payable at once: and (b) take
possession of any Collateral wherever located, and sell, resell, assign,
transfer and deliver all or any part of said Collateral of Borrower or Guarantor
at any public or private sale or otherwise dispose of any or all of the
Collateral in its then condition, for cash or on credit or for future delivery,
and in connection therewith Bank may impose reasonable conditions upon any such
sale. Bank, unless prohibited by law the provisions of which cannot be waived,
may purchase all or any part of said Collateral to be sold, free from and
discharged of all trusts, claims, rights or redemption and equities of the
Borrower or Guarantor whatsoever: Guarantor acknowledges and agrees that the
sale of any Collateral through any nationally recognized broker-dealer,
investment banker or any other method common in the securities industry shall be
deemed a commercially reasonable sale under the Uniform Commercial Code or any
other equivalent status or federal law, and expressly waives notice thereof
except as provided herein: and (c) set-off against any or liabilities of
Guarantor all money owed by Bank in any capacity to Guarantor whether or not
due, and also set-off against all other Liabilities of Borrower or Guarantor to
Bank all money owed by Bank in any capacity to any Borrower or Guarantor, and if
exercised by Bank. Bank shall be deemed to have exercised such right of set-off
and to have made a charge against any such money immediately upon the occurrence
of such default although made or entered on the books subsequent thereto.
14. ATTORNEY FEES, COST AND EXPENSES. Guarantor shall pay all costs of
collection and attorney's fees equal to the greater of (a) fifteen percent (15%)
of the first $500.00 of any liability due and ten percent (10%) on the excess of
$500.00 Liability due and unpaid if Bank proceeds to collect such Liability
through the services of an attorney at law, whether through the initiation of
legal proceedings or otherwise, plus reasonable attorney's fees incurred in
appeilate proceedings, or (b) reasonable attorney's fees, including reasonable
attorney's fees, including reasonable attorney's fees in connection with any
suit,mediation or arbitration proceeding, out of court payment agreement, trial,
appeal, bankruptcy proceedings or otherwise, incurred or paid by Bank in
enforcing the payment of any Liability or enforcing or preserving any agreement,
trial, appeal bankruptcy proceedings or otherwise incurred or paid by Bank in
enforcing the payment of any Liability or enforcing or preserving any right or
interest of Bank hereunder, including the collection, preservation, sale or
delivery of any Collateral from time to time pledged to Bank, and after
deducting such fees, costs and expenses from the proceeds of sale or collection,
Bank may apply any residue to pay any of the Liabilities an Guarantor shall
continue to be liable for any deficiency with interest at the rate specified in
any instrument evidencing the Liability or, at the Bank's option, equal to the
highest lawful rate, which shall remain a liability.
15. PRESERVATION OF PROPERTY. Bank shall not be bound to take any steps
necessary to preserve any rights in any of the property of Guarantor pledged to
Bank to secure Guarantor's obligations against prior parties who may be liable
in connection therewith, and Guarantor hereby agrees to take any such steps.
Bank, nevertheless, at any time, may (a) take any action it deems appropriate
for the care or preservation of such property or of any rights of Guarantor or
Bank therein, (b) demand, sue for, collect or receive any money or property at
any time due, payable or receivable on account of or in exchange for any
property of Guarantor, (c) compromise and settle with any person liable on such
property, or (d) extend the time of payment or otherwise change the terms of the
Loan Documents as to any part liable on the Loan Documents, all without notice
to, without incurring responsibility to, and without affecting any of the
obligations or liabilities of Guarantor.
16. COLLATERAL. The Bank at all times and from time to time shall have the
right to require Guarantor to deliver to Bank Collateral satisfactory to Bank to
secure Guarantor's undertakings hereunder and/or the liabilities of Guarantor
hereunder.
Bank shall have a properly perfected security interest in all of Guarantor's
funds on deposit with Bank to secure the balance of any liabilities and/or
obligations that Guarantor may now or in the future owe the Bank. Bank is
granted a contractual right of set-off and will not be liable for dishonoring
checks or withdrawals where the exercise of Bank's contractual right of set-off
or security interest results in insufficient funds in Guarantor's account. As
authorized by law, Guarantor grants to Bank this contactual right of set-off and
security interest in all property of Guarantor now or at anytime hereafter in
the possession of Bank, including but not limited to any joint account, special
account, account by the entireties, tenancy in common, and all dividends and
distributions now or hereafter in the possession or control of Bank.
[ ] CHECK IF APPLICABLE. In addition to the provisions stated above, Guarantor
hereby pledges, assigns and grants to Bank a security interest in and title to
the Collateral described in the security agreement, deed of trust, deed to
secure debt, mortgage or other Collateral instrument dated ______, 19__ which
Collateral, except for any margin stock (as defined in Regulation U of the Board
of Governors of the Federal Reserve System), shall secure this Guaranty, whether
currently existing or arising in the future. Guarantor agrees to execute such
security agreements, financing statements and other documents as Bank may
reasonably require or request to obtain and perfect its security interest in
said Collateral.
17. ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO
INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY RELATED AGREEMENTS OR INSTRUMENTS, INCLUDING ANY CLAIM BASED ON OR
ARISING FROM AN ALLEGED TORT, SHALL BE DETERMINED BY BINDING ARBITRATION IN
ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (OR IF NOT APPLICABLE, THE
APPLICABLE STATE LAW), THE RULES OF PRACTICE AND PROCEDURE FOR THE ARBITRATION
OF COMMERCIAL DISPUTES OF JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC.
(J.A.M.S.), AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF ANY
INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON ANY ARBITRATION
AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY TO THIS
AGREEMENT MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO
COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT APPLIES
IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION.
(A) SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE CITY OF THE
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BORROWER'S DOMICILE AT THE TIME OF THIS AGREEMENT'S EXECUTION AND ADMINISTERED
BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY
PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN THE AMERICAN ARBITRATION
ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90
DAYS OF THE DEMAND FOR ARBITRATION; FURTHER THE ARBITRATOR SHALL ONLY, UPON A
SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP
TO AN ADDITIONAL 60 DAYS.
(B) RESERVATION OF RIGHTS. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO
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(I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF LIMITATION
OR REPOSE AND ANY WAIVERS CONTAINED IN THIS AGREEMENT; OR (II) BE A WAIVER BY
THE BANK OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. SEC. 91 OR ANY
SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF THE BANK HERETO
(A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF, OR (B)
TO FORECLOSURE AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL, OR (C) TO
OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED
TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT OF A RECEIVER. THE
BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH PROPERTY, OR OBTAIN
SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR AFTER THE PENDENCY OF
ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS AGREEMENT. NEITHER THIS
EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION
FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER
OF THE RIGHT OF ANY PARTY, INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO
ARBITRATE THE MERITS OF THE CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH
REMEDIES.
18. Execution under seal. This Guaranty is being executed under seal by the
Guarantor.
19. NOTICE OF FINAL AGREEMENT. THIS WRITTEN CONTINUING AND UNCONDITIONAL
GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
IN WITNESS WHEREOF, the undersigned has caused this Guaranty to to be executed
under seal on the 18th day of October 1996.
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Witnessed By: Guarantor:
/s/ Ellen Gilmer (Seal)
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Ellen Gilmer - Senior Vice President
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Print Name (And Title, If Applicable) Print Individual's Name
Corporate Guarantor or Partnership:
Premiere Technologies, Inc.
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Name of Corporation, Partnership etc.
By: /s/ Julianne F. Vaio (Seal)
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Julianne F. Vaio - Treasurer
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Print Name and Title
Attest (If applicable) By: (Seal)
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/s/ Patrick G. Jones
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Secretary Print Name and Title
[Corporate Seal]
INDIVIDUAL ACKNOWLEDGEMENT
State of _____________________________(S)
(S)
County of ____________________________(S)
This instrument was acknowledged before me on _____________________, 19__ by
_______________________________.
Guarantor
___________________________________
Notary Public
in and for the State of ___________
(Seal)
_______________________________ ___________________________________
My Commission Expires Print Name of Notary
CORPORATE ACKNOWLEDGMENT
State of _____________________________(S)
(S)
County of ____________________________(S)
This instrument was acknowledged before me on ____________________, 19__ by
____________________________________, ________________________, of
________________________, a __________________________ corporation, on behalf of
said corporation.
___________________________________
Notary Public
in and for the State of ___________
(Seal)
_______________________________ ___________________________________
My Commission Expires Print Name of Notary