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ENTITY GUARANTY
<br /> (Microloan)
<br /> Elk River, Minnesota
<br /> August , 2015
<br /> FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
<br /> acknowledged, and in consideration of and to induce financial accommodations of any kind,with
<br /> or without security, given or to be given or continued at any time and from time to time by the
<br /> ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER (the "Lender")
<br /> to or for the account of SCOTT MORRELL, LLC (the "Borrower"), the undersigned absolutely
<br /> and unconditionally guarantees to the Lender the full and prompt payment when due, whether at
<br /> maturity or earlier by reason of acceleration or otherwise, of any and all indebtedness,
<br /> obligations and liabilities of the Borrower (and any and all successors of the Borrower) to the
<br /> Lender, now or hereafter existing, absolute or contingent, independent,joint, several or joint and
<br /> several, secured or unsecured, due or to become due, contractual or tortious, liquidated or
<br /> unliquidated, arising by assignment or otherwise, including without limitation all indebtedness,
<br /> obligations and liabilities owed by the Borrower (and any and all successors of the Borrower) as
<br /> a member of any partnership, syndicate, association or other group, and whether incurred by the
<br /> Borrower (or any successor of the Borrower) as principal, surety, endorser, guarantor,
<br /> accommodation party or otherwise(collectively,the"Indebtedness"); and the undersigned agrees
<br /> to pay on demand all of the Lender's fees, costs, expenses and reasonable attorneys' fees in
<br /> connection with the Indebtedness, any security therefor, and this guaranty, plus interest on such
<br /> amounts at the highest rate then applicable to any of the Indebtedness.
<br /> The Lender may at any time and from time to time, without consent of or notice to the
<br /> undersigned, without incurring responsibility to the undersigned, without releasing, impairing or
<br /> affecting the liability of the undersigned hereunder, upon or without any terms or conditions, and
<br /> in whole or in part: (1) sell, pledge, surrender, compromise, settle, release, renew, subordinate,
<br /> extend, alter, substitute, exchange, change, modify or otherwise dispose of or deal with in any
<br /> manner and in any order any Indebtedness, any evidence thereof, or any security or other
<br /> guaranty therefor; (2) accept any security for, or other guarantors of, any Indebtedness; (3) fail,
<br /> neglect or omit to obtain, realize upon or protect any Indebtedness or any security therefor, to
<br /> exercise any lien upon or right to any money, credit or property toward the liquidation of the
<br /> Indebtedness, or to exercise any other right against the Borrower, the undersigned, any other
<br /> guarantor or any other person; and (4) apply any payments and credits to the Indebtedness in any
<br /> manner and in any order. No act, omission or thing, except full payment and discharge of the
<br /> Indebtedness, which but for this provision could act as a release or impairment of the liability of
<br /> the undersigned hereunder, shall in any way release, impair or otherwise affect the liability of the
<br /> undersigned hereunder, and the undersigned waives any and all defenses of the Borrower
<br /> pertaining to the Indebtedness, any evidence thereof, and any security therefor, except the
<br /> defense of discharge by payment. The failure of any person or persons to sign this or any other
<br /> guaranty shall not release, impair or affect the liability of the undersigned hereunder. This
<br /> guaranty is a primary obligation of the undersigned and the Lender shall not be required to first
<br /> resort for payment of the Indebtedness to the Borrower or any other person, their properties or
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<br /> 464434v1 EL185-33
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