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DRAFT – FOR REVIEW PURPOSES ONLY

GUARANTY

THIS GUARANTY entered into effective this ___ day of ____________, [INSERT YEAR], is
made and delivered by [INSERT LEGAL NAME OF GUARANTOR], an Ohio non-profit
corporation, with an address at [insert address] (“_____”) and the STATE OF OHIO (the
"State"), acting by and through the Ohio Cultural Facilities Commission (the "Commission"), all
being duly authorized to execute and deliver this Agreement.

WlTNESSETH:

WHEREAS, the [GA#] Ohio General Assembly appropriated bond funds in the amount of
[INSERT APPROPRIATION AMOUNT] in CAP Line Item [CAP#] of House Bill [#] to the
[INSERT NAME OF LPS] (the “Project Sponsor”) for [SHORT DESCRIPTION OF PROJECT]
(the "Project"); and

WHEREAS, pursuant to the Ohio Revised Code (the “O.R.C.”) Chapter 154, Article VIII Section
2i of the Ohio Constitution, and pursuant to a General Bond Order issued by the Treasurer of
State of the State of Ohio (the "Treasurer") on August 31, 2005, as thereafter amended and
supplemented, there has been issued State of Ohio Cultural and Sports Capital Facilities Bonds
(collectively the "Bonds") for the purpose of providing moneys to pay the costs of acquiring,
constructing, reconstructing, rehabilitating, renovating, enlarging and otherwise improving,
equipping and furnishing capital facilities; and

WHEREAS, pursuant to Resolution No. [R-XX-XX] adopted by the Commission on


__________, [INSERT YEAR], the Commission entered into a Cooperative Use Agreement
(“CUA”) with the [INSERT NAME OF LPS] for construction of the Project using a portion of the
proceeds of the Bonds (“Project Bond Funds”); and

WHEREAS, the [INSERT NAME OR DEFINED TERM FOR GUARANTOR], through funds
raised by the [INSERT NAME OR DEFINED TERM FOR GUARANTOR] through a bed tax and
other sources (“[INSERT NAME OR DEFINED TERM FOR GUARANTOR] Funds”), supports
the [INSERT NAME OF LPS] with payments totaling approximately $XX00 annually; and Comment [A1]: Project Specific recital can be
used here to describe the relationship between the
Guarantor and the LPS
WHEREAS, the Commission, in order to secure repayment of the Bonds if there is a default
under the CUA with the [INSERT NAME OF LPS], has requested that the [INSERT NAME OR
DEFINED TERM FOR GUARANTOR] guaranty repayment of the Project Bond Funds with
[INSERT NAME OR DEFINED TERM FOR GUARANTOR] Funds; and

WHEREAS, [INSERT NAME OR DEFINED TERM FOR GUARANTOR] desires to so guaranty


repayment of the Project Bond Funds.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, stipulating to the veracity of the recitals above and for the purpose of
inducing the Commission to enter into the CUA with the [INSERT NAME OF LPS], [INSERT
NAME OR DEFINED TERM FOR GUARANTOR] as Guarantor and the Commission hereby
agree as follows:

Section 1. Defined Terms.


In addition to the terms defined elsewhere in this Guaranty, the following terms shall have the
respective meanings set forth below:

(a) “Business Day” means any day other than a Saturday, Sunday, public holiday or other day
on which banking institutions in Columbus, Ohio, are generally closed and do not conduct
banking business.

(b) “Event of Default” means the occurrence of any breach or default under the CUA, any other
document executed in relation thereto, or this Guaranty which remains uncured following
the expiration of any period of notice or grace applicable thereto under the pertinent
agreement.

(c) “Guaranteed Obligation” means the payment when due, by acceleration or otherwise, of all
of the indebtedness of the [INSERT NAME OF LPS] under the CUA for the Project Bond
Funds or in any other documents executed in relation thereto, which may be or become
payable in accordance with the CUA or in any other documents executed in relation thereto.

(d) “Guarantor” means the [LEGAL NAME OF THE GUARANTOR]

(e) “Project Bond Funds” means the portion of the State of Ohio Cultural and Sports Capital
Facilities Bonds funds expended by the Commission on the [INSERT NAME OF LPS]
project as set forth in the CUA.

(f) “Net Proceeds of Collateral” means an amount realized from the liquidation sale or other
transfer of collateral purchased by the [INSERT NAME OF LPS] using Project Bond Funds
after payment of all expenses of recovery.

(g) “CUA” means the Cooperative Use Agreement dated _____________, [INSERT YEAR]
entered into by and between the [INSERT NAME OF LPS] and the Commission.

Section 2. Guaranty Unconditional.

Guarantor, absolutely and unconditionally, guarantees the prompt payment and performance
when due of the Guaranteed Obligation. Guarantor undertakes this continuing, absolute, and
unconditional guaranty of the aforementioned payment and performance by the [INSERT NAME
OF LPS] notwithstanding that any portion of the Guaranteed Obligation may be void, voidable
or unenforceable as between the [INSERT NAME OF LPS] and the Commission.

Section 3. Guaranty of Payment.

This instrument is a guaranty of payment and performance, and not a guaranty of collection.
Upon the [INSERT NAME OF LPS]’s failure to pay or perform any of its obligations under the
CUA or in any other documents executed in relation thereto to which it is a party promptly as
and when due and prior to the expiration of any applicable period of notice or grace thereunder,
the Commission may proceed against the undersigned Guarantor to collect the Guaranteed
Obligation, with or without proceeding against the [INSERT NAME OF LPS], any co-maker or
co-surety or co-guarantor, any indorser or any other collateral which may then be held as
security for the Guaranteed Obligation. Notwithstanding the foregoing, the Commission
acknowledges and agrees that in proceeding against the Guarantor hereunder for payment of
Guaranteed Obligation, the Guarantor shall not be required to pay more than [INSERT
APPROPRIATION AMOUNT].

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Section 4. Obligations Unaffected.

The obligations of the undersigned Guarantor under this Guaranty extends to all amendments,
supplements, modifications, renewals, replacements or extensions of the CUA. The liability of
Guarantor and the rights of the Commission under this Guaranty shall not be impaired or
affected in any manner by, and Guarantor hereby consents in advance to, and waives any
requirement of notice for, any (1) disposition, impairment, release, surrender, substitution, or
modification of any collateral securing the Guaranteed Obligation or the obligations created by
this Guaranty or failure to perfect a security interest in any collateral; (2) release (including
adjudication or discharge in bankruptcy) or settlement with the [INSERT NAME OF LPS] or any
other party which may be or become liable for the Guaranteed Obligation (including, without
limitation, any maker, indorser, guarantor or surety); (3) delay in enforcement of payment of the
Guaranteed Obligation or delay in enforcement of this Guaranty; (4) delay, omission, waiver, or
forbearance in exercising any right or power with respect to the Guaranteed Obligation or this
Guaranty; (5) defense arising from the enforceability, validity or genuineness of the CUA or the
Bonds; (6) defenses or counterclaims that the [INSERT NAME OF LPS] may assert under or in
respect of the CUA or in any other documents executed in relation thereto, including, but not
limited to, failure of consideration, breach of warranty, fraud, payment, statute of frauds,
bankruptcy, infancy, statute of limitations, lender liability, accord and satisfaction and usury; (7)
extensions or modifications of the Guaranteed Obligation; or (8) other act or omission which
might otherwise constitute a legal or equitable discharge of the undersigned. Guarantor waives
all defenses based on suretyship or impairment of collateral, presentment, protest, demand for
payment, any right of set-off, notice of dishonor or default, notice of acceptance of this
Guaranty, notice of the incurring of any of the Guaranteed Obligation and notice of any other
kind in connection with the Guaranteed Obligation or this Guaranty. In the event the
Commission shall realize upon any collateral given to secure the CUA or the Project Bond
Funds or other obligations of the [INSERT NAME OF LPS], the Net Proceeds of Collateral will
be applied first to such portion and percentage of the Guaranteed Obligation, not guaranteed by
the undersigned Guarantor. The Commission has sole authority to determine whether to
proceed against the Collateral or to seek payment of the Guaranteed Obligation by Guarantor.

Section 5. Certain Waivers.

Until such time as the Guaranteed Obligation shall have been satisfied or discharged in full,
regardless of the amount of Guarantor’s obligation to the Commission hereunder, Guarantor
hereby waives, releases and discharges any claim, right or remedy which the undersigned may
now have or may hereafter acquire against the [INSERT NAME OF LPS] that arises hereunder
or from the performance by 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 Commission against the [INSERT NAME OF
LPS] or any security which the Commission may have or acquire, without regard to whether or
not such claim, right or remedy arises in equity, under contract, by statute, under common law
or otherwise. Additionally, Guarantor waives any requirement that the Commission exhaust any
right or remedy, or proceed first against the [INSERT NAME OF LPS] or any security for the
Guaranteed Obligation before calling upon Guarantor for payment of the Guaranteed Obligation.

Section 6. Subrogation and Subordination.

UNTIL SUCH TIME AS ONE HUNDRED PERCENT (100%) OF THE GUARANTEED


OBLIGATION SHALL HAVE BEEN SATISFIED OR DISCHARGED, REGARDLESS OF THE
AMOUNT OF GUARANTOR’S OBLIGATION TO THE COMMISSION HEREUNDER,
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GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHTS GUARANTOR MAY HAVE AT
ANY TIME (WHETHER ARISING DIRECTLY OR INDIRECTLY, BY OPERATION OF LAW OR
CONTRACT) TO ASSERT ANY CLAIM AGAINST THE [INSERT NAME OF LPS] ON
ACCOUNT OF PAYMENTS MADE BY GUARANTOR UNDER THIS GUARANTY, INCLUDING,
WITHOUT LIMITATION, ANY AND ALL RIGHTS OF SUBROGATION, REIMBURSEMENT,
EXONERATION, CONTRIBUTION OR INDEMNITY. UNTIL SUCH TIME AS ONE HUNDRED
PERCENT (100%) OF THE GUARANTEED OBLIGATION SHALL HAVE BEEN SATISFIED OR
DISCHARGED, REGARDLESS OF THE AMOUNT OF GUARANTOR’S OBLIGATION TO THE
COMMISSION HEREUNDER, GUARANTOR IRREVOCABLY SUBORDINATES ANY AND ALL
INDEBTEDNESS OF THE [INSERT NAME OF LPS] TO THE GUARANTOR, PRESENT AND
FUTURE, HOWEVER EVIDENCED, TO THE PRIOR PAYMENT OF THE GUARANTEED
OBLIGATION TO THE COMMISSION.

Section 7. Effect of Bankruptcy Proceeding, Etc.

If at any time any whole or partial payment of the Guaranteed Obligation is rescinded or must
otherwise be restored or returned by the Commission upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the [INSERT NAME OF LPS] or upon or as a result
of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the
[INSERT NAME OF LPS], this Guaranty will continue to be effective, or be reinstated, as the
case may be, all as though such payment had not been made.

Section 8. Miscellaneous Provisions.

(a) From time to time at the Commission’s request, the undersigned Guarantor will execute and
deliver to or as directed by the Commission any and all documents, instruments or
agreements of further assurance that the Commission may reasonably require to confirm
this Guaranty or to carry out the purpose and intent hereof.

(b) This Guaranty may not be modified, amended, discharged or terminated except by a written
instrument executed by each party against whom such modification, amendment, discharge
or termination is sought.

(c) No course of dealing and no delay by the Commission in exercising any right or remedy
hereunder will affect or impair any other or future exercise of any such right or remedy. The
rights and remedies of the Commission under this Guaranty are cumulative and not
exclusive of any rights or remedies which may be available to the Commission under the
CUA or in any other documents executed in relation thereto, at law or in equity; any or all
such remedies may be exercised concurrently or successively.

(d) If, after payment of the Guaranteed Obligation is sought by the Commission, [INSERT
NAME OR DEFINED TERM FOR GUARANTOR] is unable to pay the outstanding Project
Bond Funds in a single payment, [INSERT NAME OR DEFINED TERM FOR
GUARANTOR], if it is in control of the [INSERT NAME OF LPS] facility, shall ensure that
the improvements paid for with the Project Bond Funds are not in any manner which would
adversely affect (i) the validity of the Bonds, or (ii) the exclusion of the interest on the Bonds
from the gross income of the holders of the Bonds for federal income tax purposes.

(e) Guarantor agrees to pay, or to reimburse the Commission for, any and all out-of-pocket
expenses reasonably incurred by the Commission (including, without limitation, reasonable

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attorneys’ fees and costs) in connection with the enforcement of the Commission’s rights
under this Guaranty.

(f) If any provision of this Guaranty, or the application of any such provision to any person or
circumstance, is held invalid or unenforceable, the remainder of this Guaranty or the
application of any such provision to other persons or circumstances will not be affected
thereby, and will remain valid and enforceable to the fullest extent permitted by law.

(g) This Guaranty will continue to be binding upon and constitute an obligation of Guarantor, an
obligation of such Guarantor’s successors and assigns, and will inure to the benefit of the
Commission and its successors and assigns.

(h) This Guaranty shall be governed by the laws of the State of Ohio.

(i) All notices or other written communications hereunder will be deemed to have been
properly given (1) one Business Day after having been deposited for overnight delivery with
any reputable overnight courier service or (2) three Business Days after having been
deposited in any post office or mail depository regularly maintained by the U.S. Postal
Service and sent by registered or certified mail, postage prepaid, return receipt requested,
addressed to Guarantor or the Commission, as the case may be, at the addresses set forth
on the first page of this Guaranty or addressed as such party may from time to time
designate by written notice to the other parties. Either party by notice to the other may
designate additional or different addresses for subsequent notices or communications.

(j) To the greatest extent permitted by law, Guarantor hereby waives any and all rights to
require marshalling of (1) the [INSERT NAME OF LPS]’s assets or (2) any other collateral
for the CUA by the Commission. With respect to any suit, action or proceedings relating to
this Guaranty (each, a “proceeding”), the Commission and Guarantor irrevocably (a)
submits to the non-exclusive jurisdiction of the state and federal courts having jurisdiction in
the city of Columbus and the State of Ohio, and (b) waives any objection which it may have
at any time to the laying of venue of any proceeding brought in any such court, waives any
claim that any proceeding has been brought in an inconvenient forum and further waives
the right to object, with respect to such proceeding, that such court does not have
jurisdiction over such party. Nothing in this Guaranty shall preclude the Commission from
bringing a proceeding in any other jurisdiction nor will the bringing of a proceeding in any
one or more jurisdictions preclude the bringing of a proceeding in any other jurisdiction.

(k) This Guaranty may be executed in multiple counterparts, and the signature of any party on
any counterpart may be attached to any other counterpart; all such signed counterparts
shall together comprise a single unified instrument.

(l) Guarantor hereby authorizes any attorney at law (which attorney may be an attorney
associated with the Commission’s counsel and the Guarantor hereby waiving any conflict of
interest) at any time or times to appear in any state or federal court of record in the United
States of America after all or any part of the Guaranteed Obligation shall have become due,
whether by lapse of time, acceleration, or otherwise, and in each case to waive the
issuance and service of process, to present to the court this Guaranty and any note or other
writing (if any) evidencing the obligation or obligations in question, to admit the due date
thereof and the nonpayment thereof when due, to confess judgment against the
undersigned Guarantor in favor of the Commission for the full amount then appearing due,
together with interest and costs of suit, and thereupon to release all errors and waive all
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rights of appeal and any stay of execution. Such attorney confessing judgment on behalf of
and against the undersigned Guarantor shall be entitled to a fee which may be paid by the
Commission and for which Guarantor shall indemnify the Commission. The foregoing
warrant of attorney shall survive any judgment, it being understood that should any
judgment against Guarantor be vacated for any reason, the Commission may nevertheless
utilize the foregoing warrant of attorney in thereafter obtaining one or more additional
judgments against the undersigned Guarantor. The Guarantor waives any conflict of
interest in an attorney retained by the Commission to confess judgment against it upon this
Guaranty.

This Guaranty is executed as of the date and date set forth above.

“WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND
COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN
AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT
CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY
HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS,
FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.”

Signed in the presence of: GUARANTOR:

_______________________________
Signature

_______________________________ By: __________________________________


Printed Name
_____________________________________
_______________________________ Printed Name
Signature
Title: ________________________________
_______________________________
Printed Name

Signed in the presence of: STATE OF OHIO, by and through the


OHIO CULTURAL FACILITIES COMMISSION

_______________________________
Signature

_______________________________ By: __________________________________


Printed Name Kathleen M. Fox, Executive Director

_______________________________
Signature

_______________________________
Printed Name
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