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2019 Guaranty SRR - Club Car, LLCGUARANTY WHEREAS, the undersigned, CITY OF LA QUYNTA, a organized and existing under the laws of the State of California, whose address is 78-495 Calle Tampico, La Quinta CA 92253 hereinafter referred to as the "Guarantor", has a financial interest in SilverRock Resort and who shall benefit from the relationship between Debtor and Club Car, LLC. WHEREAS, CLUB CAR, LLC, a corporation organized and existing under the laws of the State of Delaware, whose main office and principal place of business is located in Columbia County, Georgia, from time to time sells and leases golf cars, industrial and turf vehicles, parts, accessories and/or services to Debtor and extends credit therefor which sales, leases and extensions of credit are to the direct interest, benefit and advantage of the Guarantor. NOW, THEREFORE, in order to induce CLUB CAR, LLC to sell or lease golf cars, industrial and turf vehicles, parts and accessories and to furnish services to Debtor and to extend credit to Debtor or to renew or extend in whole or in part any existing indebtedness of Debtor to CLUB CAR, LLC, and in consideration of the credit given and the benefit inuring to Guarantor, Guarantor hereby absolutely and unconditionally promises and agrees to pay to CLUB CAR, LLC, its successors and assigns, when due, whether by acceleration or otherwise, and at all times thereafter and in accordance with their terms, any and all existing and future indebtedness for obligations up to $510,574.62, obligation and liability of every kind, nature and character from the Debtor to CLUB CAR, LLC, however and whenever created or arising, or evidenced or acquired, whether expressed or implied, direct or indirect, absolute or contingent, or due or to become due, and all renewals, modifications and extensions thereof, in whole or in part (collectively referred to herein as the "Obligations"). Guarantor shall pay the Obligations upon written notice by CLUB CAR, LLC, of the amounts due. Except as otherwise specifically set forth herein, the undersigned expressly waives: (a) Notice of acceptance of this instrument; (b) Notice of the existence or creation of all or any of the Obligations; (c) Notice of default, non-payment, partial payment, presentment, demand and all other notices whatever; (d) All diligence in collection or protection of or realization upon any collateral, the Obligations, or any part thereof, any liability hereunder, any liability of any party primarily or secondarily liable on the Obligations, or any security for any of the foregoing; (e) Any duty or obligation on the part of CLUB CAR, LLC to ascertain the extent or nature of any collateral, or any part thereof, of any insurance or other rights respecting any collateral or leased equipment, or the liability of any party primarily or secondarily liable on the Obligations, as well as any duty or obligation on the part of CLUB CAR, LLC to take any steps or action to safeguard, protect, deal with, handle, obtain or convey information respecting, or otherwise follow in any manner, any collateral or any part thereof, or such insurance, other rights or security; (f) Any duty or obligation of CLUB CAR, LLC to proceed to collect the Obligations from, or to continence an action against, the Debtor, despite any notice or request of the Guarantor to do so; (g) Any right to have Debtor joined in a suit brought against Guarantor on this Guaranty, and any right to require CLUB CAR, LLC to sue Debtor forthwith on any Obligations guaranteed hereby as a prerequisite to any action by CLUB CAR, LLC against Guarantor. This Guaranty is made and shall continue as to the Obligations incurred or arising prior to actual receipt by CLUB CAR, LLC of written notice of the termination hereof from the Guarantor. It is specifically agreed that Guarantor guarantees all Obligations arising from any order for purchase or lease accepted by CLUB CAR, INC. by telephone (whether or not confirmed in writing), prior to the actual delivery to the office of CLUB CAR, LLC of such written notice of termination by Guarantor. The Guarantor hereby consents and agrees that CLUB CAR, LLC may at any time and from time to time, without notice to the Guarantor: (a) Retain or obtain the primary or secondary liability of any party or parties, in addition to the Guarantor, with respect to any of the Obligations; 2 (b) Extend or renew for any period (whether or not longer than the original period), alter, modify or exchange any of the Obligations, or any writing evidencing the Obligations, or any of them; (c) Release, discharge, compromise, or enter into any accord and satisfaction with respect to any collateral, or any part thereof, any liability of the Guarantor hereunder, or any liability of any other party or parties primarily or secondarily liable on any of the Obligations; (d) Release or surrender any collateral, or any interest in any collateral, with or without consideration, or exchange or substitute for any collateral, or any part thereof, any other security of like kind, or of any kind; (e) Resort to or bring suit against the Guarantor for payment of any of the Obligations, whether or not CLUB CAR, LLC shall have resorted to or brought suit against any collateral, or any other party primarily or secondarily liable on any of the Obligations, and whether or not CLUB CAR, LLC shall have exhausted its rights or remedies against any of the foregoing. The Guarantor hereby consents and agrees that CLUB CAR, LLC may at any time and from time to time, after written notice to Guarantor: (a) Retain or obtain a security interest, lien, title or other interest in any property, whether real, personal, mixed, intangible, or choses in action, to secure any of the Obligations or any liability hereunder. (b) Consent to any subletting, assignment or other transfer by Debtor or any lease guaranteed hereby or any interest therein. Any indebtedness now or hereafter owed by Debtor to Guarantor is hereby subordinated to the Obligation. If the debt, obligation or liability of Debtor should be assigned by CLUB CAR, LLC, this Guaranty will inure to the benefit of said assignee, and such assignment will not operate to relieve Guarantor from any obligation to CLUB CAR, LLC hereunder with respect to any unassigned debt, liability or obligation, and further, the rights of any assignee will be subordinate to the rights of CLUB CAR, LLC under this Guaranty as to any unassigned debt, obligation or liability. 3 Guarantor agrees to pay CLUB CAR, LLC a reasonable attorney's fees, which shall be in the amount of Fifteen (15%) Percent of the sum owing to CLUB CAR, LLC hereunder, and all costs and expenses of collection whenever CLUB CAR, LLC employs an attorney to enforce any obligation of Guarantor under this Guaranty, whether by suit or other means. If the Debtor is a corporation, partnership, joint venture or other form of business organization, this instrument covers all obligations to CLUB CAR, LLC purporting to be made in behalf of such organization by any officer or agent of the same, without regard to the actual authority of such officer or agent. The term corporation shall include associations of all kinds and all purported corporations, whether correctly and legally chartered and organized or not. Any amount received by CLUB CAR, LLC from whatever source and applied by it toward the payment of the Obligations shall be applied in such order of application as CLUB CAR, LLC may from time to time elect. No action, delay, omission or course of dealing between CLUB CAR, LLC and Debtor or Guarantor or either of them will be a waiver of any rights or remedies of CLUB CAR, LLC under this Guaranty, and no waiver, change, modification or discharge of this agreement or any obligation created hereby will be effective unless in writing and signed by CLUB CAR, LLC. The Court interpreting or construing this instrument shall not apply a presumption that its terms shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who prepared the same. Wherever possible, each provision of this instrument shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this instrument shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this instrument. This Agreement shall be governed by, construed and enforced under and according to the laws of the State of Georgia. The parties agree that no action or proceeding may be maintained by Guarantor against CLUB CAR, LLC except either in the Superior Court for Columbia County, Georgia, or in the United States District Court for the Southern District of Georgia, Augusta Division. Guarantor hereby irrevocably waive(s) any right it may have to commence any action or proceeding against CLUB CAR, LLC in any other court other than the Superior 4 Court for Columbia County, Georgia, or in the United States District Court for the Southern District of Georgia, Augusta Division. Guarantor further hereby submit(s) to the personal jurisdiction of the aforementioned courts with respect to any claims related to or arising out of this Agreement or any action or failure to act related thereto, and irrevocably waive(s) any rights or defenses it may have to the commencement or continuation of an action against it in the aforementioned courts based on lack of personal jurisdiction or improper or inconvenient venue. IN WITNESS WHEREOF, Guarantor has u1y executed and delivered this Guaranty under seal on this day of ouein , °W/9 . In the presence of: GUARANTOR: kbc,knolc ( c ,1ovt,ti ePt CITY OF LA OUINTA Ci Clerk a RY Accepted: CLUB CAR, LLC By: ri /a^F as its: VP FavAkicE (CORPORATE SEAL) 5 By: (OFFICIAL SEAL)