Exhibit 10.7
GUARANTY
THIS
GUARANTY, is entered into as of February 23, 2009, by Cornerworld
Corporation (“ Parent ”), Cornerworld Inc.
(“ CW ”), Enversa Companies LLC (“
Enversa ”), Woodland Holdings Corp. (“
Buyer ”), West Michigan Co-Location Services, LLC
(“ West Michigan ”), Woodland Wireless Solutions
Ltd. (“ Woodland Wireless ”), T2 TV, LLC
(“ T2 ”) and S Squared, LLC (“
Ranger ”, and together with Parent, CW, Enversa,
Buyer, West Michigan, Woodland Wireless and T2 (the “
Guarantors ”), in favor of and for the benefit of Ned
B. Timmer (the “ Lender ”).
RECITALS
The
Lender has made or will make one or more loans (the “
Loans ”) to Cornerworld Corporation, a Nevada
corporation, and Woodland Holdings Corp., a Delaware limited
liability company (the “ Borrower ”), pursuant
to the Secured Debenture, dated as of the date hereof (as amended,
supplemented or modified from time to time, the “
Debenture ”) among the Borrower and the Lender. The
Guarantors, being affiliated with the Borrower, acknowledges and
agrees that the Guarantors have received and will receive direct
and indirect benefits from the extension of the Loans made to the
Borrower. The Guarantors wish to grant the Lender security and
assurance in order to secure the payment and performance by the
Borrower of all of its present and future Obligations (as that term
is defined below), and, to that effect, to guaranty the
Borrower’s Obligations as set forth herein. Accordingly, the
Guarantors hereby agree as follows:
1.
Guaranty .
(a)
The Guarantors hereby unconditionally and irrevocably guarantee to
the Lender the full and punctual payment by the Borrower, when due,
whether at the stated due date, by acceleration or otherwise of all
Obligations (as defined below) of the Borrower, howsoever created,
arising or evidenced, voluntary or involuntary, whether direct or
indirect, absolute or contingent now or hereafter existing or owing
to the Lender, (collectively, the “ Guaranteed
Obligations ”). This Guaranty is an absolute,
unconditional, continuing guaranty of payment and not of collection
of the Guaranteed Obligations and includes Guaranteed Obligations
arising from successive transactions which shall either continue
such Guaranteed Obligations or from time to time renew such
Guaranteed Obligations after the same has been satisfied. This
Guaranty is in no way conditioned upon any attempt to collect from
the Borrower or upon any other event or contingency, and shall be
binding upon and enforceable against the Guarantors without regard
to the validity or enforceability of any document, instrument or
agreement evidencing or governing the Obligations or any other
agreement or instrument executed in connection therewith
(including, without limitation, this Guaranty) or contemplated
thereby (each, a “ Credit Document ” and,
collectively, the “ Credit Documents ”). If for
any reason the Borrower shall fail or be unable duly and punctually
to pay any of the Guaranteed Obligations (including, without
limitation, amounts that would become due but for the operation of
the automatic stay under Section 362(a) of the Bankruptcy Code, 11
U.S.C. § 362(a)), the Guarantors will forthwith pay the same,
in cash. As used herein “ Obligations ” shall
mean all obligations, liabilities and indebtedness of the Borrower
to the Lender under the Debenture. The liability of the Guarantors
under this Guaranty shall be limited in amount to
$3,100,000.
(b)
In the event any Credit Document shall be terminated as a result of
the rejection thereof by any trustee, receiver or liquidating agent
of the Borrower or any of their properties in any bankruptcy,
insolvency, reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar proceeding, the
Guarantors’ obligations hereunder shall continue to the same
extent as if such Credit Document had not been so
rejected.
(c)
The Guarantors agree to pay all reasonable costs, expenses
(including, without limitation, attorneys’ fees and
disbursements) and damages incurred in connection with the
enforcement of the Guaranteed Obligations of the Borrower to the
extent that such costs, expenses and damages are not paid by the
Borrower pursuant to the respective Credit Documents.
(d)
The Guarantors further agree that if any payment made by the
Borrower or the Guarantors to the Lender on any Guaranteed
Obligation is rescinded, recovered from or repaid by the Lender, in
whole or in part, in any bankruptcy, insolvency or similar
proceeding instituted by or against the Borrower or Guarantors,
this Guaranty shall continue to be fully applicable to such
Guaranteed Obligation to the same extent as though the payment so
recovered or repaid had never originally been made on such
Guaranteed Obligation regardless of, and, without giving effect to,
any discharge or release of the Guarantors’ obligations
hereunder granted by the Lender after the date hereof.
2.
Guaranty Continuing, Absolute, Unconditional . The
obligations of the Guarantors hereunder shall be continuing,
absolute, unlimited and unconditional, shall not be subject to any
counterclaim, setoff, deduction or defense based upon any claim the
Guarantors may have against the Lender or the Borrower or any other
person, and shall remain in full force and effect without regard
to, and, to the fullest extent permitted by applicable law, shall
not be released, discharged or in any way affected by, any
circumstance or condition (whether or not the Guarantors shall have
any knowledge or notice thereof) whatsoever which might constitute
a legal or equitable discharge or defense.
3.
Waivers . The Guarantors unconditionally and irrevocably
waive, to the fullest extent permitted by applicable law:
(a) notice of any of the matters referred to in Section 2;
(b) all notices which may be required by statute, rule of law
or otherwise to preserve any rights against the Guarantors
hereunder, including, without limitation, notice of the acceptance
of this Guaranty, or the creation, renewal, extension, modification
or accrual of the Guaranteed Obligations or notice of any other
matters relating thereto, any presentment, demand, notice of
dishonor, protest, nonpayment of any damages or other amounts
payable under any Credit Document; (c) any requirement for the
enforcement, assertion or exercise of any right, remedy, power or
privilege under or in respect of any Credit Document, including,
without limitation, diligence in collection or protection of or
realization upon the Guaranteed Obligations or any part thereof or
any collateral therefor; (d) any requirement of diligence;
(e) any requirement to mitigate the damages resulting from a
default by the Borrower under any Credit Document; (f) the
occurrence of every ot
