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EXHIBIT 10.3(e)
SBA LOAN NO.
GP-767-982-3006-SA
SMALL BUSINESS ADMINISTRATION (SBA)
GUARANTY
November 17, 1994
In order to induce Liberty National Bank
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(SBA or other Lending Institution)
(hereinafter called "Lender") to make a loan or loans, or renewal or renewal or
extension thereof, to Surrey, Inc. (hereinafter called "Debtor"), the
Undersigned hereby unconditionally guarantees to Lender, its successors and
assigns, the due and punctual payment when due, whether by acceleration or
otherwise, in accordance with the terms thereof, of the principal of and
interest on and all other sums payable, or stated to be payable, with respect
to the note of the Debtor, made by the Debtor to Lender, dated 11-17-94 in the
principal amount of $1,400,000.00, with interest at the rate of 9.5 per cent
per annum. Such note, and the interest thereon and all other sums payable with
respect thereto are hereinafter collectively called "Liabilities." As security
for the performance of this guaranty the Undersigned hereby mortgages, pledges,
assigns, transfers and delivers to Lender certain collateral (if any), listed
in the schedule on the reverse side hereof. The term "collateral" as used
herein shall mean any funds, guaranties, agreements or other property or rights
or interests of any nature whatsoever, or the proceeds thereof, which may have
been, are, or hereafter may be, mortgaged, pledged, assigned, transferred or
delivered directly or indirectly by or on behalf of the Debtor or the
Undersigned or any other party to Lender or to the holder of the aforesaid note
of the Debtor, or which may have been, are, or hereafter may be held by any
party as trustee or otherwise, as security, whether immediate or underlying,
for the performance of this guaranty or the payment of the Liabilities or any
of them or any security therefor.
The Undersigned waives any notice of the incurring by the Debtor at any
time of any of the Liabilities, and waives any and all presentment, demand,
protest or notice of dishonor, nonpayment, or other default with respect to any
of the Liabilities and any obligation of any party at any time comprised in the
collateral. The Undersigned hereby grants to Lender full power, in its
uncontrolled discretion and without notice to the undersigned, but subject to
the provisions of any agreement between the Debtor or any other party and
Lender at the time in force, to deal in any manner with the Liabilities and the
collateral, including, but without limiting the generality of the foregoing,
the following powers:
(a) To modify or otherwise change any terms of all or any part of the
Liabilities or the rate of interest thereon (but not to increase the
principal amount of the note of the Debtor to Lender), to grant any
extension or renewal thereof and any other indulgence with respect
thereto, and to effect any release, compromise or settlement with respect
thereto;
(b) To enter into any agreement of forbearance with respect to all or
any part of the Liabilities, or with respect to all or any part of the
collateral, and to change the terms of any such agreement:
(c) To forbear from calling for additional collateral to secure any of the
Liabilities or to secure
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any obligation comprised in the collateral;
(d) To consent to the substitution, exchange, or release of all or any
part of the collateral, whether or not the collateral, if any, received by
Lender upon any such substitution, exchange, or release shall be of the
same or of a different character or value than the collateral surrendered
by Lender;
(e) In the event of the nonpayment when due, whether by acceleration or
otherwise, of any of the Liabilities, or in the event of default in the
performance of any obligation comprised in the collateral, to realize on
the collateral or any part thereof, as a whole or in such parcels or
subdivided interests as Lender may elect, at any public or private sale or
sales, for cash or on credit or for future delivery, without demand,
advertisement or notice of the time or place of sale or any adjournment
thereof (the Undersigned hereby waiving any such demand, advertisement and
notice to the extent permitted by law), or by foreclosure or otherwise, or
to forbear from realizing thereon, all as Lender in its uncontrolled
discretion may deem proper, and to purchase all or any part of the
collateral for its own account at any such sale or foreclosure, such
powers to be exercised only to the extent permitted by law.
The obligations of the Undersigned hereunder shall not be released,
discharged or in any way affected, nor shall the Undersigned have any rights or
recourse against Lender, by reason of any action Lender may take or omit to
take under the foregoing powers.
In case the Debtor shall fail to pay all or any part of the Liabilities
when due, whether by acceleration or otherwise, according to the terms of said
note, the Undersigned, immediately upon the written demand of Lender, will pay
to Lender the amount due and unpaid by the Debtor as aforesaid, in like manner
as if such amount constituted the direct and primary obligation of the
Undersigned. Lender shall not be required, prior to any such demand on, or
payment by, the Undersigned, to make any demand upon or pursue or exhaust any
of its rights or remedies against the Debtor or others with respect to the
payment of any of the Liabilities, or to pursue or exhaust any of its rights or
remedies with respect to any part of the collateral. The Undersigned shall have
no right of subrogation whatsoever with respect to the Liabilities or the
collateral unless and until Lender shall have received full payment of all the
Liabilities.
The obligations of the Undersigned hereunder, and the rights of Lender in
the collateral, shall not be released, discharged or in any way affected, nor
shall the Undersigned have any rights against Lender: by reason of the fact
that any of the collateral may be in default at the time of acceptance thereof
by Lender or later; nor by reason of the fact that a valid lien in any of the
collateral may not be conveyed to, or created in favor of, Lender; nor by
reason of the fact that any of the collateral may be subject to equities or
defenses or claims in favor of others or may be invalid or defective in any
way; nor by reason of the fact that any of the Liabilities may be invalid for
any reason whatsoever nor by reason of the fact that the value of any of the
collateral, or the financial condition of the Debtor or of any obligor under or
guarantor of any of the collateral, may not have been correctly estimated or
may have changed or may hereafter change; nor by reason of any deterioration,
waste, or loss by fire, theft, or otherwise of any of the collateral, unless
such deterioration, waste, or loss be caused by the willful act or willful
failure to act of Lender.
The Undersigned agrees to furnish Lender, or the holder of the aforesaid
note of the Debtor, upon demand, but not more often than semiannually, so long
as any part of the indebtedness under such note remains unpaid, a financial
statement setting forth, in reasonable detail, the assets, liabilities, and net
worth of the Undersigned.
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The Undersigned acknowledges and understands that if the Small Business
Administration (SBA) enters into, has entered into, or will enter into, a
Guaranty Agreement, with Lender or any other lending institution, guaranteeing
a portion of Debtor's Liabilities, the Undersigned agrees that it is not a
coguarantor with SBA and shall have no right of contribution against SBA. The
Undersigned further agrees that all liability hereunder shall continue
notwithstanding payment by SBA under its Guaranty Agreement to the other
lending institution.
The term "Undersigned" as used in this agreement shall mean the signer or
signers of this agreement, and such signers, if more than one, shall be jointly
and severally liable hereunder. The Undersigned further agrees that all
liability hereunder shall continue notwithstanding the incapacity, lack of
authority, death, or disability of any one or more of the Undersigned, and that
any failure by Lender or its assigns to file or enforce a claim against the
estate of any of the Undersigned shall not operate to release any other of the
Undersigned from liability hereunder. The failure of any other person to sign
this guaranty shall not release or affect the liability of any signer hereof.
/s/ Xxxx X. van der Xxxxx
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Xxxx X. van der Xxxxx
/s/ Xxxx van der Xxxxx
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Xxxx van der Xxxxx
NOTE.--- Corporate guarantors must execute guaranty in corporate name, by duly
authorized officer, and seal must be affixed and duly attested: partnership
guarantors must execute guaranty in firm name, together with signature of a
general partner. Formally executed guaranty is to be delivered at the time of
disbursement of loan.
(LIST COLLATERAL SECURING THE GUARANTY)
