UNLIMITED GUARANTY
THIS GUARANTY is made as of November 25, 1997 by THE EDISON PROJECT
L.P., a Delaware limited partnership (the 'Guarantor'), to and with BANKBOSTON,
N.A. (the 'Bank'), a national banking association with its principal place of
business at 100 Federal Street, Boston, Massachusetts 02110.
RECITALS
A. Seven Hills Charter School, Inc., a Massachusetts
corporation, and Seven Hills Charter School, a Massachusetts body corporate
formed under Section 89 of Chapter 71 of the Massachusetts General Laws
(together, the 'Borrowers'), and the Bank are entering into a Loan Agreement of
even date herewith (as the same may be amended, restated, renewed, replaced,
supplemented or otherwise modified from time to time in accordance with the
terms thereof, the 'Loan Agreement'), providing, subject to the terms and
conditions thereof, for a certain term loan to be made by the Bank to the
Borrowers. Capitalized terms used herein without definition have the meanings
assigned to them in the Loan Agreement.
B. The Guarantor has received, and expects to receive,
substantial direct and indirect benefits from the Borrowers pursuant to the
Loan Agreement which benefits are hereby acknowledged.
C. It is a condition to the Bank's willingness to enter into
the Loan Agreement and provide to the Borrowers the financing contemplated
thereby that the Guarantor shall have guaranteed, subject to the terms hereof,
the obligations of the Borrowers under the Note issued pursuant to the Loan
Agreement and certain other agreements as hereinafter provided, including,
without limitation, the punctual payment under the Note of both principal and
interest.
D. The Guarantor will benefit materially from the extension of
credit to the Borrowers contemplated by the Loan Agreement and wishes, and has
voluntarily and freely agreed, to guaranty the payment of the aforesaid
obligations, as hereinafter provided.
NOW, THEREFORE, in order to induce the Bank to enter into the
aforesaid loan transaction and to make said loan to the Borrowers, and in
consideration of the premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby
covenants and agrees as follows:
1. GUARANTY.
(a) The Guarantor, as primary obligor and not merely
as surety, hereby absolutely, unconditionally and irrevocably guarantees (i)
the performance of all obligations of the Borrowers under the Loan Agreement;
(ii) the due and punctual payment in full (and not merely the collectibility)
of the Note, including without limitation all principal thereof and all
interest payable thereon, at the interest rates provided therein and in the
Loan Agreement and regardless of the extent allowed as a claim in any
proceeding in respect of the bankruptcy, reorganization or insolvency of either
Borrower or the Guarantor (a 'Reorganization'), in each case when due and
payable, according to the terms of the Note and the Loan Agreement, whether at
stated maturity, by reason of acceleration or otherwise; (iii) the due and
punctual payment in full (and not merely the collectibility) of all other sums
and charges which may at any time be due and payable in accordance with, or
under the terms of, the Note or the Loan Agreement, whether at stated maturity,
by reason of acceleration or otherwise; (iv) the due and punctual payment in
full (and not merely the collectibility), performance and observance of all of
the other indebtedness, liabilities, obligations, terms, covenants and
conditions contained in the Loan Agreement, the Notes and the Security
Documents executed by the Borrowers, whether now or hereafter existing, on the
part of either Borrower to be paid, performed or observed; (v) the accuracy of
the representations and warranties made by the Borrowers in the Loan Documents;
and (vi) the due and punctual payment and performance in full (and not merely
the collectibility) of any and all other future advances and other obligations,
indebtedness, obligations and liabilities of either Borrower to the Bank of
every kind and description arising under the Loan Agreement, the Note or any of
the Security Documents, whether now existing or hereafter arising, whether
direct, indirect or contingent, whether secured or unsecured, and howsoever
evidenced, incurred or arising, including without limitation any future loans
and advances made to either Borrower by the Bank prior to, during or following
any Reorganization (all of the foregoing being collectively hereinafter
referred to as the 'Obligations'). All Obligations paid by the Guarantor
hereunder shall be paid in U.S. Dollars at the place of payment designated
therefor by the Bank in immediately available funds.
(b) This Guaranty (as the same may be amended,
restated, renewed, replaced, supplemented or otherwise modified from time to
time) and all obligations, indebtedness or liabilities of the Guarantor arising
hereunder shall be secured by the Pledge Agreement (collectively with this
Guaranty and any and all other agreements now or hereafter securing this
Guaranty, the 'Guaranty Documents').
(c) Notwithstanding any provision contained in this
Guaranty or any other Guaranty Document to the contrary, it is the
intention and agreement of the
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Guarantor and the Bank that the Obligations of the Guarantor under this
Guaranty shall be valid and enforceable against the Guarantor to the maximum
extent permitted by applicable law. Accordingly, if any provision of this
Guaranty creating any obligation of any Guarantor in favor of the Bank shall be
declared to be invalid or unenforceable in any respect or to any extent, it is
the stated intention and agreement of the Guarantor and the Bank that any
balance of the obligation created by such provision and all other obligations
of the Guarantor to the Bank created by other provisions of this Guaranty shall
remain valid and enforceable.
(d) Likewise, if any sums which the Bank may be
otherwise entitled to collect from the Guarantor under this Guaranty shall be
declared to be in excess of those permitted under any law (including any
federal or state fraudulent conveyance or like statute or rule of law)
applicable to the Guarantor's obligations under this Guaranty, it is the stated
intention and agreement of the Guarantor and the Bank that all sums not in
excess of those permitted under such applicable law shall remain fully
collectible by the Bank from the Guarantor and such excess sums shall
nevertheless survive as a subordinate obligation of the Guarantor, junior in
right to the claims of general unsecured creditors, but prior to the claims of
equity holders in the Guarantor. This provision shall control every other
provision of the Guaranty Documents.
2. SUBSEQUENT CHANGES. The Guarantor expressly agrees that the
Bank may, in its sole and absolute discretion, without prior notice to or
further assent of the Guarantor and without in any way releasing, affecting or
impairing the obligations and liabilities of the Guarantor hereunder: (i) waive
compliance with, or any default under, or grant any other indulgences with
respect to, the Obligations; (ii) grant extensions or renewals of or with
respect to the Obligations, and/or effect any release, compromise or settlement
in connection therewith; (iii) agree to the substitution, exchange, release or
other disposition of the Borrowers or of all or any part of the collateral
securing the Obligations; (iv) assign or otherwise transfer the Obligations,
including without limitation this Guaranty and the other Guaranty Documents, or
any interest therein; and (v) settle or compromise any or all of the
Obligations with the Borrowers, and/or any other person or persons liable
therein, and/or subordinate the payment of same or any part hereof to the
payment of any other debts or claims which may at any time be due or owing to
the Bank and/or other person; provided that the Bank shall provide the
Guarantor reasonable written notice of each of the foregoing.
3. DIRECT AND ABSOLUTE OBLIGATION. The liability of the
Guarantor under this Guaranty shall be primary, direct and immediate and not
conditional or contingent upon pursuit by the Bank of any remedies it may have
against the Borrowers or any other party with respect to the Obligations,
whether pursuant to the terms of the Loan
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Documents or otherwise. The obligations of the Guarantor under this Guaranty
shall be absolute and unconditional, irrespective of the genuineness, validity,
regularity, enforceability or priority of the Loan Documents, the Obligations
or any other circumstances which might otherwise constitute a legal or
equitable discharge of a surety or guarantor and without regard to any
counterclaim, setoff, declaration or defense of any kind which any party
obligated under the Loan Documents or any other document evidencing or securing
any of the Obligations may have or assert. No exercise or nonexercise by the
Bank of any right given to it hereunder or under the Loan Documents, and no
change, impairment or suspension of any right or remedy of the Bank shall in
any way affect any of the Guarantor's obligations hereunder or give the
Guarantor any recourse against the Bank. Without limiting the generality of the
foregoing, the Bank shall not be required to make any demand on the Borrowers
and/or any other party, or otherwise pursue or exhaust its remedies against the
Borrowers or any other party, before, simultaneously with or after enforcing
its rights and remedies hereunder against the Guarantor. Any one or more
successive and/or concurrent actions may be brought hereon against the
Guarantor, either in the same action, if any, brought against the Borrowers
and/or any other party, or in separate actions, as often as the Bank, in its
sole discretion, may deem advisable. Notwithstanding any term or provision of
this Guaranty to the contrary, the Bank's rights and remedies under this
Guaranty shall be subject to its obligations under SECTION 8.2 of the Loan
Agreement.
4. WAIVERS. (a) The Guarantor hereby expressly waives: (i)
diligence, presentment and demand for payment and protest of nonpayment; (ii)
notice of acceptance of this Guaranty and of presentment, demand, dishonor and
protest; (iii) notice of any default hereunder or under the Loan Documents or
any other Obligations and of all indulgences, other than notices required under
SECTION 8.2 of the Loan Agreement; (iv) demand for observance or performance
of, or enforcement of, any terms or provisions of this Guaranty or the Loan
Documents; (v) notice of any change in the rate at which interest accrues under
the Loan Documents or the other Obligations; (vi) all other notices and demands
otherwise required by law which the Guarantor may lawfully waive; and (vii) the
right to assert in any action or proceeding hereupon any setoff, counterclaim
or other claim which it may have against the Bank. As further consideration for
the loan by the Bank to the Borrowers and as a material inducement to the Bank
to make the loan and accept this Guaranty, the Guarantor hereby irrevocably
waives, disclaims and relinquishes all claims, whether based in equity or law,
whether by contract, statute or otherwise, that the Guarantor might now or
hereafter have against the Borrowers or any other Person that is primarily or
contingently liable on the Obligations guarantied hereby or that arise from the
existence or performance of the Guarantor's obligations under this Guaranty,
including, but not limited to, any right of subrogation, reimbursement,
exoneration,
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contribution, indemnification or participation in any claim or remedy of the
Borrowers against the Bank or any collateral security that the Bank now has or
hereafter acquires.
(b) The Guarantor is presently informed of the
financial condition of the Borrowers and of all of the circumstances which a
reasonably diligent inquiry would reveal and which bear upon the risk of
nonpayment of the obligations. The Guarantor hereby covenants and agrees that
the Guarantor will continue to keep itself informed of the Borrowers' financial
condition, the status of other guarantors, sureties, or other parties liable
with respect to the Obligations, if any, and of all of the circumstances which
bear upon the risk of nonpayment.
5. UNENFORCEABILITY OF OBLIGATIONS AGAINST BORROWERS. If for
any reason either of the Borrowers has no legal existence or is under no legal
obligation to discharge any of the Obligations, or if any of the Obligations
have become irrecoverable from the Borrowers or either of them by reason of
either of the Borrower's insolvency, bankruptcy or reorganization or by other
operation of law or for any other reason, this Guaranty shall nevertheless be
binding on the Guarantor to the same extent as if the Guarantor at all times
had been the principal obligor on all such Obligations. In the event that
acceleration of the time for payment of any of the Obligations is stayed upon
the insolvency, bankruptcy or reorganization of the Borrowers or for any other
reason, all such amounts otherwise subject to acceleration under the terms of
the Loan Agreement, the Note, the other Loan Documents or any other agreement
evidencing, securing or otherwise executed in connection with any Obligation
shall be immediately due and payable by the Guarantor.
6. REPRESENTATIONS AND WARRANTIES. The Guarantor hereby
represents and warrants to the Bank (which representations and warranties shall
survive the delivery of this Guaranty) that:
(a) The Guarantor (i) is a limited partnership duly
organized and validly existing and in good standing under the laws of the State
of Delaware and is duly qualified to transact business in each jurisdiction
where the failure to so qualify could reasonably be expected to have a material
adverse effect on the condition (financial or other), business, results of
operations, prospects or properties of the Guarantor, (ii) has full power and
authority to own its properties and assets and to carry on its business as now
being conducted and as presently contemplated, and (iii) has full power and
authority to execute and deliver, and perform its obligations under, the
Guaranty Documents to which it is a party or signatory;
(b) The execution and delivery of, and performance by
the Guarantor of its obligations under this Guaranty and under the Guaranty
Documents do not, and
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upon execution of the Guaranty Documents, will not violate any provision of
law, any order, judgment or decree of any court or other agency of government,
or any indenture, agreement or other instrument to which the Guarantor or its
corporate general partner is a party, or by which the Guarantor or its
corporate general partner is bound, result in a breach of, or constitute (with
due notice or lapse of time or both) a default under, or result in the creation
or imposition of any lien, charge or encumbrance of any nature whatsoever upon
any of the property or assets of Guarantor or its corporate general partner
pursuant to, any such indenture, agreement or instrument. Each of the Guaranty
Documents constitutes and, upon the execution thereof, will constitute the
valid and binding obligation of the Guarantor, enforceable against it in
accordance with its terms subject, however, to bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting the rights and remedies
of creditors generally or the application of principles of equity, whether in
any action in law or proceeding in equity, and subject to the availability of
the remedy of specific performance or of any other equitable remedy or relief
to enforce any right under any such agreement.
(c) The Guarantor is not required to obtain any
consent, approval or authorization from, or to file any declaration or
statement with, any governmental instrumentality or other agency, or any other
person or entity, in connection with or as a condition to the execution,
delivery or performance of any of the Guaranty Documents other than such as
shall have already been obtained by the Guarantor.
(d) There is not now, and upon the execution of the
Guaranty Documents there will not be, any action, suit or proceeding at law or
in equity or by or before any governmental instrumentality or other agency,
including any arbitration board or tribunal, now pending or, to the knowledge
of the Guarantor, threatened (nor is any basis therefor known to the
Guarantor), (i) which questions the validity of any of the Guaranty Documents,
or any action taken or to be taken pursuant hereto or thereto, or (ii) against
or affecting the Guarantor which, if adversely determined, either in any case
or in the aggregate, would have a material adverse effect on the condition
(financial or other), business, results of operations, prospects or properties
of either Borrower.
(e) The Guarantor is currently solvent and, upon the
execution of the Guaranty Documents, will be solvent and the Guarantor's
obligations under this Guaranty do not render the Guarantor insolvent; the
Guarantor is not contemplating either the filing of a petition by the Guarantor
under any state or federal bankruptcy or insolvency laws or, the liquidating of
all or a major portion of its property; and the Guarantor has no knowledge of
any person contemplating the filing of any such petition against it.
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8. AFFIRMATIVE AND NEGATIVE COVENANTS. The Guarantor hereby
covenants and agrees that, until payment in full of the Obligations, the
Guarantor will:
(a) Promptly upon circulation thereof, and in any
event within ten (10) Business Days after such circulation, provide the Bank
with copies of its annual audited financial statements and its quarterly,
management prepared financial statements.
(b) As soon as reasonably possible after any material
adverse change in the Guarantor's financial condition, provide the Bank such
other information regarding the Guarantor's assets, business, affairs and
financial condition as the Bank may reasonably request.
(c) Permit employees, agents and representatives of
the Bank, upon reasonable notice and, to the extent permitted by applicable
law, rules and regulations, to inspect, during normal business hours, its
premises and its books and records and, subject to customary confidentiality
measures, to make abstracts or reproductions thereof; provided, however, no
such notice shall be required if an Event of Default has occurred and is
continuing.
(d) Maintain its Tangible Net Worth at all times at $
17,000,000 or more. As used herein, the term 'Tangible Net Worth' shall mean
the Guarantor's total tangible assets minus its total liabilities, determined
in accordance with generally accepted accounting principles.
(e) Not enter into any agreement (excluding this
Guaranty) prohibiting the Guarantor from amending or otherwise modifying
this Guaranty.
(f) Not take any action or permit any action to be
taken (over which the Guarantor has direct or indirect control) which could
reasonably be expected to cause or result in a Default under the Loan Agreement
or otherwise to have a material adverse effect on (i) the condition (financial
or other), business, results of operations, prospects or properties of either
Borrower or the Guarantor or (ii) on the ability of the Borrowers or the
Guarantor to fulfill their respective obligations under the Loan Documents.
9. EVENTS OF DEFAULT. In each case of the happening of any of
the following events (each of which is herein sometimes called an 'Event of
Default'):
(a) default by the Guarantor in the payment of any
Obligation;
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(b) default by the Guarantor in the observance or
performance of any other obligation, covenant or agreement contained in this
Guaranty or in any other Guaranty Document which shall continue unremedied for
thirty (30) days after the earlier to occur of (i) the Guarantor's actual
discovery of such default or (ii) written notice thereof from the Bank to the
Guarantor, provided, however, that if any such default cannot be remedied, then
such default shall be deemed to be an Event of Default as of the date of the
occurrence thereof; and
(c) the occurrence of any 'Event of Default' as
defined in the Loan Agreement, or in any agreement now or hereafter securing
the Note, or in any agreement now or hereafter evidencing or securing any of
the Obligations,
then and upon any such Event of Default and at any time thereafter during the
continuance of such Event of Default, at the election of the Bank (or
automatically in the case of certain Events of Default as specified in the Loan
Agreement), the Note and the Obligations and any and all other obligations of
the Borrowers and the Guarantor and any of them to the Bank shall for the
purposes of this Guaranty immediately become due and payable, both as to
principal and interest, without presentment, demand, or protest, all of which
are hereby expressly waived, anything contained herein or in the Note or other
evidence of such Obligations to the contrary notwithstanding.
10. NOTICES. All notices, requests, demands and other
communications provided for hereunder shall be in writing (including telecopied
communication) and mailed or telecopied or delivered to the applicable party at
the address indicated below.
If to the Bank addressed to it at:
BankBoston, N.A.
100 Federal Street
Boston, Massachusetts 02110
Attention: Mr. Steven M. Nocka
Facsimile No.: (617) 434-3552
with a copy (which shall not constitute notice) to:
Elizabeth H. Munnell, Esq.
Edwards & Angell
101 Federal Street
Boston, Massachusetts 02110
Facsimile No.: (617) 439-4170
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If to the Guarantor addressed to it, at:
The Edison Project L.P.
366 NationsBank Center
550 Main Street
Knoxville, Tennessee 37902
Attention: Laura Eshbaugh
Facsimile No.: (423) 546-1090
with copies (which shall not constitute notice) to:
The Edison Project Inc.
529 Fifth Avenue - 16th Floor
New York, New York 10175
Attention: Chief Financial Officer
Facsimile No.: (212) 309-1604
and
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, New York 10038
Attention: John F. Fritts, Esq.
Facsimile No.: (212) 504-6666
or, as to each party, at such other address as shall be designated by such
parties in a written notice to the other party complying as to delivery with the
terms of this Section. All such notices, requests, demands and other
communication shall be deemed given when delivered by hand, by overnight
courier, by certified mail, return receipt requested, or by facsimile
transmission, in each case provided that such delivery is confirmed.
11. PLACE OF PAYMENT. Any payments made by any Guarantor under
the provisions of this Guaranty shall be made to the Bank at its office at the
address set forth above unless some other address is hereafter designated to
the Guarantor in writing by the Bank.
12. SETOFF. The Guarantor hereby agrees that the Bank shall
have a lien and a right to setoff for all liabilities, whether or not matured,
arising out of this Guaranty upon and against all deposits, loans, and property
of the Guarantor now or hereafter in
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the possession or control of the Bank, whether or not the Bank is otherwise
fully secured.
13. TERMINATION OF UNLIMITED GUARANTY. This Guaranty is a
continuing Guaranty and shall remain in full force and effect until the
indefeasible payment in full in cash or performance in full, as applicable, of
the Obligations.
14. BORROWERS' INSOLVENCY. The obligations of the Guarantor to
make payment in accordance with the terms of this Guaranty shall not be
impaired, modified, changed, released or limited in any manner whatsoever by
any impairment, modification, change, release or limitation of the liability of
the Borrowers or their respective estates, in bankruptcy or reorganization
resulting from the operation of any present or future provision of the U.S.
Bankruptcy Code or other statute or from the decision of any court. The
Guarantor agrees that in the event any amounts referred to herein are paid in
whole or in part by the Borrowers or the Guarantor, the Guarantor's liability
hereunder shall continue and remain in full force and effect in the event that
all or any part of any such payment is recovered from the Bank as a preference,
fraudulent transfer or similar payment under any bankruptcy, insolvency or
similar law. The Guarantor further agrees that this Guaranty includes the costs
incurred by the Bank in defending any claim or suit seeking such recovery.
15. NONWAIVER OF RIGHTS. All rights and remedies afforded to
the Bank by reason of this Guaranty and the Loan Documents or by law are
separate and cumulative and the exercise of one shall not in any way limit or
prejudice the exercise of any other such rights or remedies. No delay or
omission by the Bank in exercising any such right or remedy shall operate as a
waiver thereof. No waiver of any rights and remedies hereunder, and no
modification or amendment hereof, shall be deemed made by the Bank unless in
writing and duly executed. Any such written waiver shall apply only to the
particular instance specified therein and shall not impair the further exercise
of such right or remedy or of any other right or remedy of the Bank, and no
single or partial exercise of any right or remedy hereunder shall preclude
further exercise of any other right or remedy.
16. WAIVER OF JURY TRIAL. THE GUARANTOR AGREES THAT NEITHER IT
NOR ANY ASSIGNEE OR SUCCESSOR SHALL (A) SEEK A JURY TRIAL IN ANY LAWSUIT,
PROCEEDING, COUNTERCLAIM OR ANY OTHER ACTION BASED UPON, OR ARISING OUT OF,
THIS AGREEMENT OR ANY OTHER GUARANTY DOCUMENT, ANY COLLATERAL OR THE DEALINGS
OR THE RELATIONSHIP BETWEEN THE GUARANTOR AND THE BANK, OR (B) SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED. THE
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PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE
GUARANTOR AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. THE BANK AND
THE GUARANTOR HAVE NOT AGREED WITH OR REPRESENTED TO THE OTHER THAT THE
PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
17. CONSENT TO JURISDICTION. THE GUARANTOR HEREBY SUBMITS TO
THE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS AND THE
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS, AS WELL AS TO
THE JURISDICTION OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN OR OTHER
REVIEW SOUGHT FROM THE AFORESAID COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR
OTHER PROCEEDING ARISING OUT OF ANY OF THE GUARANTOR'S OBLIGATIONS UNDER OR
WITH RESPECT TO THIS GUARANTY OR ANY OTHER GUARANTY DOCUMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND EXPRESSLY WAIVES ANY AND ALL
OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS.
18. GOVERNING LAW. This Guaranty shall be construed in
accordance with and governed by the laws of the Commonwealth of Massachusetts
applicable to contracts made and performed in said state. It is intended that
this Guaranty shall take effect as a sealed instrument.
19. SUCCESSORS. This Guaranty shall inure to the benefit of,
and be enforceable by, the Bank and its successors and assigns, and shall be
binding upon, and enforceable against, the Guarantor and its successors and
assigns.
20. SEVERABILITY. In case this Guaranty or any one or more of
the provisions contained herein shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, and this Guaranty
shall be construed as if such invalid, illegal or unenforceable provision had
never been included.
21. SECTION HEADINGS. The section headings in this Guaranty
are inserted for convenience of reference only and shall not in any way affect
the meaning or construction of any provision of this Guaranty.
22. INCONSISTENCIES. Any inconsistencies between the
provisions of this Guaranty and the Loan Agreement shall be governed by a
reference to the provisions of the Loan Agreement.
'THE NEXT PAGE IS THE SIGNATURE PAGE'
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IN WITNESS WHEREOF, each party hereto has caused this Guaranty to be
duly executed by its duly authorized officer under seal as of the day and year
first above written.
GUARANTOR:
THE EDISON PROJECT L.P.
BY: THE EDISON PROJECT INC., ITS GENERAL PARTNER
By: /s/ Laura Eshbaugh
-------------------------
Laura Eshbaugh, President
BANK:
BANKBOSTON, N.A.
By: /s/ D. Eliot Klein
------------------------
D. Eliot Klein, Director
By: /s/ Steven M. Nocka
-------------------------------
Steven M. Nocka, Vice President
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