GUARANTY
OF
XXXXXXXX X. XXXXXXX, XX.
TO
RIVERSIDE BANK
0000 XXXXXX XXXXXX XXXXX
XXXXXXXXXXX, XX 00000
WITH RESPECT TO
$250,000.00 MORTGAGE LOAN
TO INFINITE GRAPHICS INCORPORATED
DATED: October 24 , 1997
THIS INSTRUMENT DRAFTED BY:
ORLINS LAW OFFICE
604 Richfield Bank Building
0000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
(000)000-0000
GUARANTY
In consideration of and in order to induce Riverside Bank, Bloomington,
Minnesota ("Bank") to make a Mortgage Loan of $250,000.00, (the "Note") to
Infinite Graphics Incorporated, ("Obligor"), the proceeds of which will be used
to refinance real estate located at 0000 Xxxx Xxxx Xxxxxx, Xxxxxxxxxxx, XX,
Xxxxxxxx X. Xxxxxxx, Xx. ("Guarantor") hereby:
1. Unconditionally and absolutely guarantees to the Bank:
(i) the full and prompt payment, when due, whether at the maturity date
specified therein or theretofore upon acceleration of maturity pursuant to the
provisions thereof, of principal, accrued interest, late charges and prepayment
premium, if any, on:
a) the Note, and any and all renewals thereof including Note taken
in substitution therefor; and
(b) Any and all other liability or indebtedness of Obligor to Bank
whether now existing or hereafter arising, joint or joint and several,
contingent or direct; and
(ii) the payment and performance by the Obligor of all of its obligations
under and pursuant to the Combination Mortgage, Security Agreement and Fixture
Financing Statement (the "Mortgage") (items (i) and (ii), collectively referred
to as "the Obligations");
2. Waives (i) presentment, demand, notice of nonpayment, protest and notice
of protest and dishonor on the Obligations; (ii) notice of acceptance of this
Guaranty by Bank; and (iii) notice of the creation or incurrence of the
Obligations by the Obligor or the indebtedness evidenced by the Note.
3. Agrees that Bank may not, without notice to, and the written consent of
Guarantor, extend, modify, renew or compromise the Obligations, in whole or in
part.
4. Agrees that Bank shall not be required to first resort for payment to
Obligor, or any other person, corporation or entity, or his properties or
estates, or any other right or remedy whatsoever, prior to enforcing this
Guaranty.
5. Agrees that this Guaranty shall be construed as a continuing, absolute,
and unconditional guaranty without regard to (i) the validity, regularity or
enforceability of the Obligations or the disaffirmance thereof in any insolvency
of bankruptcy proceeding relating to Obligor or (ii) any event or any conduct or
action of the Obligor, Bank or any other party which might otherwise constitute
a legal or equitable discharge of a surety or guarantor but for this provision.
6. Agrees that this Guaranty shall remain in full force and effect and be
binding upon Guarantor until the Obligations are paid in full.
7. Agrees that Bank is expressly authorized to forward or deliver any or all
collateral and security which may at any time be placed with him by the Obligor,
and Guarantor or any other person, directly to Obligor for collection and
remittance or for credit, or to collect the same in any other manner and to
renew, extend, compromise, exchange, release, surrender or modify the terms of,
any or all of such collateral and security with or without consideration and
without notice to Guarantor and without in any manner affecting the absolute
liability of Guarantor hereunder; and that the liability of Guarantor hereunder
shall not be affected or impaired by any failure, neglect or omission on the
part of Bank to realize upon the Obligations, or upon any collateral or security
therefor, nor by the taking by Bank of any other guaranty or guaranties to
secure the Obligations or any other indebtedness of the Obligor or Bank, nor by
taking by Bank of collateral or security of any kind nor by any act or failure
to act whatsoever which but for this provision might or could in law or in
equity act to release or induce Guarantor's liability hereunder.
8. Agrees that so long as any portion of the Obligations are due and owing or
to become due and owing by the Obligor to Bank, Guarantor shall not, without the
prior written consent of Bank, collect or seek to collect from the Obligor the
claim, if any, by subrogation or otherwise, acquired by the Guarantor through
payment of any part or all of the Obligations.
9. Agrees that the liability of Guarantor hereunder shall not be affected or
impaired by the existence or creation from time to time, with or without notice
to Guarantor, which notice is hereby waived, of indebtedness from the Obligor to
Bank in addition to the indebtedness evidenced by the Note, the creation or
existence of such additional indebtedness being hereby consented to by
Guarantor.
10. Agrees that the possession of this instrument of guaranty by Bank shall be
conclusive evidence of due execution and delivery hereof by Guarantor.
11. Agrees that this Guaranty shall be binding upon the legal representatives,
successors and assigns of Guarantor, and shall inure to the benefit of Bank and
his successors, assigns and legal representatives; that notwithstanding the
forgoing Guarantor shall have no right to assign or otherwise transfer his
rights and obligations under this Guaranty to any third party without the prior
written consent of Bank; and that any such assignment or transfer shall not
release or affect the liability of Guarantor hereunder in any manner whatsoever.
12. Agrees that Guarantor may be joined in any action or proceeding commenced
against Obligor in connection with or based upon the Obligations and recovery
may be had against Guarantor in any such action or proceeding or in any
independent action or proceeding against Guarantor should the Obligor fail to
duly and punctually pay all Obligations including but not limited to any of the
principal of or interest on the Obligation without any requirement that Bank
first assert, prosecute or exhaust any remedy or claim against Obligor.
13. Agrees that Guarantor shall be liable to Bank for any deficiency remaining
after foreclosure of any mortgage in real estate or any security interest in
personal property granted by the Obligor, either Guarantor or any third party to
Bank to secure repayment of the Obligations
and the subsequent sale by the Bank of the property subject thereto to a third
party (whether at a foreclosure sale or at a sale thereafter by Bank in the
event Bank purchases said property at the foreclosure sale) notwithstanding any
provision of applicable law which may prevent Bank from obtaining a deficiency
judgment against, or otherwise collecting a deficiency from, Obligor, including,
without limitation, Minnesota Statutes, Section 580.23.
14. Agrees that this Guaranty shall be deemed a contract made under and
pursuant to the laws of the State of Minnesota and shall be governed by and
construed under the laws of such state; and that, wherever possible, each
provision of this Guaranty shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Guaranty
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Guaranty.
15. Agrees that no failure on the part of Bank to exercise, and no delay in
exercising, any right or remedy hereunder shall operate as or constitute a
waiver thereof; nor shall any single or partial exercise of any right or remedy
hereunder preclude any other or further exercise thereof or the exercise of any
other right or remedy granted hereby or by any related document or by law.
Dated: October 24, 1997
/s/ Xxxxxxxx X. Xxxxxxx Xx.
---------------------------------
Xxxxxxxx X. Xxxxxxx, Xx.
Accepted by:
By /s/ Xxxxxx X. X'Xxxxx
-------------------------
Xxxxxx X. X'Xxxxx
Vice President
