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Indebtedness, any evidence thereof, and any security therefor, except the defense of discharge by
<br />payment. The failure of any person or persons to sign this or any other guaranty shall not release, impair
<br />or affect the liability of the Guarantor hereunder. This guaranty is a primary obligation of the Guarantor
<br />and the City shall not be required to first resort for payment of the Indebtedness to the Developer or any
<br />other person, its properties or estates, or any security or other rights or remedies whatsoever. The
<br />Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage or
<br />security interest securing the Indebtedness, whether or not the liability of the Developer or any other
<br />person for such deficiency is discharged pursuant to statute, judicial decision or otherwise.
<br />The liability of the Guarantor under this guaranty is in addition to and shall be cumulative with all
<br />other liabilities of the Guarantor to the City, as guarantor or otherwise, without any limitation as to
<br />amount, unless the writing evidencing or creating such other liability specifically provides to the contrary.
<br />If any payment applied by the City to the Indebtedness is thereafter set aside, recovered, rescinded or
<br />required to be returned for any reason (including without limitation the bankruptcy, insolvency or
<br />reorganization of the Developer or any other person), the Indebtedness to which such payment was
<br />applied shall for the purposes of this guaranty be deemed to have continued in existence, notwithstanding
<br />such application, and this guaranty shall be enforceable as to such Indebtedness as fully as if such
<br />application had never been made.
<br />The Guarantor waives: (1) notice of acceptance of this guaranty and of the creation and existence
<br />of the Indebtedness; (2) presentment, demand for payment, notice of dishonor, notice of nonpayment, and
<br />protest of any instrument evidencing the Indebtedness; and (3) all other demands and notices to the
<br />Guarantor or any other person and all other actions to establish the liability of the Guarantor hereunder.
<br />The Guarantor consents to the personal jurisdiction of the state and federal courts located in the State of
<br />Minnesota in connection with any controversy related to this guaranty, waives any argument that venue in
<br />such forums is not convenient, and agrees that any litigation initiated by the Guarantor against the City in
<br />connection with this guaranty shall be venued in either the District Court of Sherburne County,
<br />Minnesota, or the United States District Court, District of Minnesota.
<br />All property of the Guarantor, now or hereafter in the possession, control or custody of or in
<br />transit to the City for any purpose, including without limitation the balance of every account of the
<br />Guarantor with and each claim of the Guarantor against the City, shall be subject to a lien and security
<br />interest in favor of the City, as security for all liabilities of the Guarantor to the City, and shall be subject
<br />to be set off against any and all such liabilities, and the City may at any time and from time to time at its
<br />option and without notice appropriate and apply any such property toward the payment of any and all
<br />such liabilities. The Guarantor agrees to promptly provide the City from time to time with financial
<br />statements of the Guarantor, in form and substance acceptable to the City, at least once every 12 months
<br />and as otherwise requested by the City. The Guarantor agrees to promptly provide the City from time to
<br />time with such other information respecting the condition (financial and otherwise), business and property
<br />of the Guarantor as the City may request, in form and substance acceptable to the City.
<br />The Guarantor waives all claims, rights and remedies which the Guarantor may now have or
<br />hereafter acquire against any person at any time now or hereafter liable to payment of any of the
<br />Indebtedness and as to any collateral security, including but not limited to all claims, rights and remedies
<br />of contribution, indemnification, exoneration, reimbursement, recourse and subrogation, whether or not
<br />such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise,
<br />whether or not the Indebtedness has been fully paid, and all payments and recoveries under this guaranty
<br />shall be considered equity investments by the Guarantor in the Developer; provided, nothing contained in
<br />this guaranty shall deprive the Guarantor of any claim, right or remedy, after the Indebtedness has been
<br />fully paid, against any person other than the Developer. No delay or failure by the City in exercising any
<br />right, and no partial or single exercise thereof shall constitute a waiver thereof. No waiver of any rights
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