UNCONDITIONAL AND CONTINUING GUARANTY
For valuable consideration, the undersigned, XXXXXX XXXX ("The
Guarantor"), unconditionally guarantees to MEDLEY CREDIT ACCEPTANCE
CORPORATION, a Delaware corporation, its successors, endorsees and/or assigns,
("The Secured Party), the due performance, and full and prompt payment whether
at maturity, by acceleration, or otherwise, of the obligations and indebtedness
of METRO DADE COMMUNITY MENTAL HEALTH CENTER, INC., a Florida corporation,
("The Borrower"), to Secured Party, as evidenced by that certain Promissory
Note of even date herewith, from The Borrower, in favor of Secured Party, in
the amount of $110,000.00.
The obligations hereunder are independent of the obligations of The
Borrower, and a separate action or actions may be brought and prosecuted
against Guarantor, whether or not action is brought against Borrower. This is a
guaranty of payment and performance, and not collection.
Guarantor authorizes Secured Party and the Borrower to jointly,
without notice or demand, and without affecting the liability hereunder, from
time to time, and on any number of occasions, to (a) renew, amend, compromise,
extend, reinstate, or otherwise change the time for payment of the indebtedness
or any part thereof; (b) take and hold security for the payment of this
Continuing Guaranty or the indebtedness, and exchange, enforce, waive and
release any such security; (c) apply such security and direct the order or
manner of sale thereof as Secured Party in its discretion may elect from time
to time; and (d) release or substitute any one or more of the endorsers.
Guarantor acknowledges and agrees that no act or omission of any kind by
Secured Party, including but not limited to, the failure to take or perfect a
security interest in any security for the indebtedness shall affect or impair
this Continuing Guaranty, and the Secured Party shall have no duties with
respect thereof to Guarantor. Secured Party may without notice assign this
Continuing Guaranty in whole or in part at any time.
Guarantor waived any right to require Secured Party to (a) proceed
against Borrower: or (c) pursue any other remedy whatsoever available to
Secured Party. Guarantor waives any defense arising by reason of any disability
or other defense of Borrower or by reason of the cessation from any cause
whatsoever of Borrower's liability or by reason of Secured Party releasing any
security held from Borrower. Until all of Xxxxxxxx's indebtedness to Secured
Party shall have been paid in full, Guarantor shall have no right or
subrogation, and Guarantor waives any right to enforce any remedy that Secured
Party now has or may hereafter have against Borrower, and shall waive any
benefit of, and any right to participate in, any security now or hereafter held
by Secured Party. Guarantor waives all presentments, demands for performance,
notices of nonperformance, protests, notices of dishonor, and notices of
acceptance of this Continuing Guaranty and of the existence, creation, or
incurrence of new or additional indebtedness and all other defenses to any
action or proceeding to enforce this Continuing Guaranty, except the single
defense that the sum claimed has actually been paid to Secured Party. No delay
on the part of Secured Party in the exercise of any right, power or privilege
under the terms of any documentation between Secured Party and Borrower or
under this Continuing
Guaranty shall operate as a waiver of any such privilege, power or right.
However, this shall not operate to prevent the Guarantor from raising any and
all defenses that could be raised by the Borrower.
Guarantor agrees to pay all reasonable attorneys' fees and all other
costs and expenses that may be incurred or expended by Secured Party in the
enforcement of Borrower's obligations and of this Continuing Guaranty, whether
suit be brought or not, and if suit is brought, then for all services in trial
and appellate courts.
Upon default of Borrower in any of its obligations or liabilities to
Secured party, and said default is not cured within ten (10) day from the date
of default of a monetary obligation, and ten (10) days from written notice of
default if a non-monetary default, or if Borrower or the Guarantor shall become
insolvent or make an assignment for the benefit of creditors, or if a petition
in bankruptcy or for corporate reorganization or for an arrangement be filed by
or against Borrower or the Guarantor, or if there is the appointment of a
receiver for Borrower or for the Guarantor or their property, or if a judgment
is obtained or warrant of attachment issued against Borrower or the Guarantor,
all of the indebtedness, shall, without notice or demand, at the option of
Secured Party, become immediately due and payable and shall be paid forthwith
by Guarantor.
Guarantor hereby submits to the jurisdiction of the state and federal
courts in the State of Florida for purposes of any action arising from or
growing out of this Continuing Guaranty, and further agrees that the venue of
any action may be laid in Dade County. Nothing contained in this Continuing
Guaranty, however, shall be deemed to constitute, or to imply the existence of,
any agreement by Secured party to bring any action only in said courts or to
restrict in any way any of the Secured Party's remedies or rights to enforce
the terms of this Continuing Guaranty as, when and where Secured Party shall
deem appropriate, in its sole discretion.
Notwithstanding any provision herein or in any instrument now or
hereafter evidencing said indebtedness, the total liability for payments in the
nature of interest under this Continuing Guaranty shall not exceed the limits
imposed from time to time by applicable usury laws. This Continuing Guaranty
shall for all purposes, be governed by and construed in accordance with the
laws of the State of Florida.
Guarantor acknowledges that Secured Party has been induced by this
Continuing Guaranty to consummate the loan transaction with Borrower creating
the indebtedness, and that Secured Party would not have extended said credit
without this Continuing Guaranty, and this Continuing Guaranty shall, without
further reference or assignment, pass to, and may be relied upon the enforced
by, any successor or assignee of Secured Party.
This Continuing Guaranty may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one instrument.
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IN WITNESS WHEREOF, the Guarantor has executed this Continuing
Guaranty this 30th day of January, 1998.
Signed, sealed and delivered
in the presence of:
/s/ Xxxxxx Xxxx
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STATE OF FLORIDA )
) ss
COUNTY OF DADE )
BEFORE ME, the undersigned authority, duly authorized to administer
oaths and take acknowledgments, personally appeared XXXXXX XXXX, and she
acknowledged that he executed the foregoing instrument for the purposes herein,
described this 309th day of January, 1998, upon producing a driver's license
for identification.
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Notary Public, State of Florida
My Commission Expires:
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