General Continuing Guaranty

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GENERAL CONTINUING GUARANTY

FOR VALUE RECEIVED, and in consideration of credit heretofore or hereafter extended by {{lender_name}} (hereinafter, together with its successors and assigns, called the 'Lender') to {{borrower_name}} (hereinafter, together with its successors and assigns, called the 'Borrower'), the undersigned, {{guarantor_name}} (hereinafter, together with its successors and assigns, jointly and severally called the 'Guarantor'), hereby unconditionally guarantees to the Lender the due and punctual payment and performance of any and all present and future indebtedness, liabilities, and obligations of the Borrower to the Lender, whether direct or indirect, absolute or contingent, primary or secondary, matured or unmatured, joint or several, now or hereafter incurred, including, without limitation, all principal, interest, fees, costs, and expenses (all such indebtedness, liabilities, and obligations being hereinafter collectively referred to as the 'Obligations').

NATURE OF GUARANTY

This is a continuing guaranty and shall remain in full force and effect until all Obligations are fully and indefeasibly paid and performed, and all commitments to extend credit to the Borrower by the Lender are terminated. This Guaranty shall not be discharged or affected by any act or omission of the Lender, or by any course of dealing between the Lender and the Borrower, or by any other matter whatsoever, except by an express written release signed by the Lender. The Guarantor specifically waives any right to require the Lender to proceed against the Borrower or any other person, or to proceed against or exhaust any collateral security for the Obligations, before proceeding against the Guarantor.

WAIVERS AND CONSENTS

The Guarantor hereby waives notice of acceptance of this Guaranty and notice of any and all Obligations, including the creation, renewal, extension, or modification thereof. The Guarantor consents to any extensions of time for payment, renewals, or modifications of the Obligations, or any releases of collateral, without notice to or consent from the Guarantor. The Guarantor waives any right to subrogation, reimbursement, indemnity, contribution, or any other recourse against the Borrower or any other guarantor or any collateral, until all Obligations are fully and finally paid and performed.

REPRESENTATIONS AND WARRANTIES OF GUARANTOR

The Guarantor represents and warrants to the Lender that: (a) this Guaranty constitutes a legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms; (b) the execution, delivery, and performance by the Guarantor of this Guaranty does not contravene any law or agreement by which the Guarantor is bound; and (c) the Guarantor has received full and adequate consideration for this Guaranty.

EVENTS OF DEFAULT

Upon the occurrence of any event of default under any agreement or instrument evidencing or securing any of the Obligations, or upon any failure by the Borrower to pay or perform any of the Obligations when due, the Guarantor shall, without demand or notice, immediately pay and perform all of the Obligations. The Guarantor’s liability hereunder is primary, absolute, and unconditional, irrespective of the validity, enforceability, or collectibility of the Obligations or any part thereof.

INDEMNIFICATION

The Guarantor agrees to indemnify and hold harmless the Lender from and against any and all losses, damages, costs, expenses, and reasonable attorneys’ fees, which the Lender may sustain or incur as a consequence of the enforcement of this Guaranty or the collection of any of the Obligations.

GOVERNING LAW AND JURISDICTION

This Guaranty shall be governed by and construed in accordance with the laws of {{applicable_country}}. The Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of the courts of {{applicable_country}} for the purpose of any suit, action, or other proceeding arising out of or relating to this Guaranty.

MISCELLANEOUS

This Guaranty embodies the entire agreement between the Guarantor and the Lender with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written. No amendment, modification, or waiver of any provision of this Guaranty shall be effective unless in writing and signed by the Lender. If any provision of this Guaranty is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision hereof.

SIGNATURES

IN WITNESS WHEREOF, the Guarantor has executed this General Continuing Guaranty on this {{day}} day of {{month}}, {{year}}.

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Witnessed by:

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