Fill and Sign the Corporate Guaranty 497332335 Form

Cross Corporate Guaranty Agreement Agreement made on the ________________ (date) , by and among ________________Bank, Inc. (Bank or Financial Institution) , with its principal office located at __________________________________________________________________________ (street address, city, state, zip code) , hereinafter called (Bank) , ____________________, Inc. (Company 1) , a corporation organized and existing under the laws of the state of _______________, with its principal office located at __________________________________ _____________________________ (street address, city, state, zip code) , referred to herein as (Company 1) , and ____________________, Inc. (Company 2) a corporation organized and existing under the laws of the state of ____________, with its principal office located at _____________________________________________________ (street address, city, state, zip code) , referred to herein as (Company 2) . To induce to extend credit and other financial accommodations to ______________, Inc. (Affiliate Company) , a corporation organized and existing under the laws of the state of _______________, with its principal office located at ________________________________ ____________________________________________ (street address, city, state, zip code) , hereinafter called Affiliate , the undersigned Company 1 and Company 2 , hereinafter called Guarantors, give Bank , its successors and assigns, Guarantors’ continuing, absolute and unconditional guaranty of (i) the payment in full when due, by acceleration or otherwise, of all of the Indebtedness (as hereafter defined) and (ii) the performance of any and all present or future obligations of Affiliate to Bank to the same extent as if Guarantors were the principal debtor of such Indebtedness and/or the principal obligor of such obligations. Guarantors agree to so pay and perform in accordance with the terms of the Indebtedness and other contracts between Affiliate and Bank , without requiring Bank to exercise, pursue or enforce any right or remedy Bank has against Affiliate, any co-guarantor (whether hereunder or under a separate instrument) or any other party. Without limiting the generality of the foregoing, Guarantors hereby agree that if Affiliate does not or is not able to pay or perform in accordance with the terms of all Indebtedness and of all of the present and future obligations of Affiliate to Bank for any reason (including without limitation the failure of the validity or the enforceability thereof, whether by reason of waiver or otherwise, or because of the liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or similar proceedings affecting the status, existence, assets or obligations of Affiliate, or the disaffirmance of any of the Indebtedness or any of the present or future obligations of Affiliate to Bank ), Guarantors will pay such amounts or cause or pay for such performance, it being the intention hereof that Guarantors pay or perform as a primary obligation directly from Guarantors to Bank all Indebtedness and obligations which Affiliate shall fail to faithfully and properly pay or perform when due. Guarantors hereby covenant that this Guaranty will not be discharged except by complete payment and performance of the obligations contained herein. Guarantors hereby waive all notice of acceptance of this Guaranty, notice of maturity, payment or default of any Indebtedness, and any other requirement or notice necessary to bind Guarantors hereunder, including but not limited to, demand for payment, protest, presentment and notice of dishonor or protest. Guarantors also agree to pay all costs incurred in collection, trial and appeal against Guarantors (including attorney’s fees and charges for paralegals and others working under the direction or supervision of such attorney), expenses and other costs, including sales and use taxes thereon. Guarantors hereby consent that from time to lime Bank may, without notice to Guarantors and without affecting any liability of Guarantors, (a) exchange, release, sell (by foreclosure or otherwise), consent to the transfer of, apply or otherwise deal with any collateral for repayment of the Indebtedness at the election of Bank , (b) refinance, extend, renew or accelerate the Indebtedness or other obligations in whole or in part, (c) waive or fail to enforce any of its rights under any instruments evidencing, relating to or securing the Indebtedness or other obligations, or (d) settle, release (by operation of law or otherwise), compound, compromise, collect or liquidate, in any manner, any of the Indebtedness or other obligations, or any indebtedness of any co-guarantor (whether hereunder or under a separate instrument) or of any other party. This is a general, continuing, absolute and unconditional Guaranty that is enforceable by Bank , its successors and assigns and is binding upon Guarantors and Guarantors’ successors and assigns, The revocation of this Guaranty shall not relieve Guarantors of liability on any Indebtedness or other obligations arising (including any which Bank was committed to) prior to Bank ’s receipt of written revocation hereof, or on any renewal or extension of such Indebtedness or other obligations. The term Indebtedness as used herein shall mean all obligations of Affiliate to Bank , whether now or hereafter due or arising, or previously existing, and whether direct or indirect or contingent or liquidated, all costs of collection, including reasonable attorney’s fees, whether incurred in connection with collection, trial, appeal or otherwise, all other amounts which Affiliate is obligated to pay Bank relating to or securing the Indebtedness or any part thereof and including any documentary stamp tax (including interest and penalties, if any) determined to be due in connection therewith. In the event any part of the Indebtedness is paid by Affiliate and because of any bankruptcy or other laws relating to creditor rights, Bank repays any amounts to Affiliate or to any trustee, receiver or otherwise, then the amount so repaid shall again become part of the Indebtedness, the repayment of which is guaranteed hereby. Guarantors acknowledges that all payments due hereunder are required to be made to Bank at Bank ’s above stated address, and Guarantors further acknowledges that an appropriate forum for litigation with respect to the enforcement of this Guaranty shall be in a court of competent jurisdiction in (name of county and state). Notwithstanding the place of residence of the undersigned or the place of execution of this Guaranty, the laws of the state of (name of state) shall control the construction, interpretation and enforcement of this Guaranty and all matters related to this Guaranty, without application or reference to conflict of laws provisions. All of Bank ’s rights and remedies hereunder are cumulative and not alternative. Each provision of this Guaranty is intended to be severable. Any term or provision hereof declared to be contrary to, prohibited by or invalid under applicable laws or regulation shall be inapplicable and deemed omitted from this Guaranty, but shall not invalidate the remaining terms and provisions hereof. This Guaranty is assignable and transferable by Bank and shall, without further consent of or notice to Guarantors, pass to, and may be relied upon and enforced by Bank and its successors and assigns. Guarantors does hereby make subject and subordinate the payment of any and all amounts owed by Affiliate to Guarantors to the Indebtedness owed to Bank and Guarantors’ right to receive payment are hereby made subordinate to Bank ’s rights to collection of the Indebtedness. GUARANTORS HEREBY WAIVE ANY CLAIM, RIGHT OR REMEDY WHICH GUARANTORS MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST AFFILIATE THAT ARISES HEREUNDER AND/OR FROM THE PERFORMANCE BY GUARANTORS HEREUNDER INCLUDING, WITHOUT LIMITATION, ANY CLAIM, REMEDY OR RIGHT OF SUBROGATION, REIMBURSEMENT, EXONERATION, INDEMNIFICATION, OR PARTICIPATION IN ANY CLAIM, RIGHT OR REMEDY OF Bank AGAINST AFFILIATE OR ANY SECURITY WHICH Bank NOW HAS OR HEREAFTER ACQUIRES, WHETHER OR NOT SUCH CLAIM, RIGHT OR REMEDY ARISES IN EQUITY, UNDER CONTRACT, BY STATUTE, UNDER COMMON LAW OR OTHERWISE. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM BROUGHT BY EITHER PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY OR THE RELATIONSHIP OF BANK AND GUARANTORS HEREUNDER. IN WITNESS WHEREOF, Guarantors have caused this instrument to be executed this _____ day of ____________ 20____, at ______________________ (Name of City and State) . ____________________ ____________________ Bank/Financial Institution Company 1 By: ___________________________ By: ________________________ (Printed Name & Office in Corporation) (Printed Name & Office in Corporation) __________________________ _________________________ (Signature of Officer) (Signature of Officer) ______________________ Attest: Company 2 By: _______________________________ By: __________________________ (Printed Name of Secretary of 1 & 2) (Printed Name & Office in Corporation) ____________________________ ______________________ (Signature of Secretary) (Signature of Officer) (Acknowledgment form may vary by state) STATE OF ________________ COUNTY OF _______________ Personally appeared before me, the undersigned authority in and for the said county and state, on this _____ day of _____________, 20____, within my jurisdiction, the within named ____________________ (Name of Officer) , who acknowledged that he is ________________ (Name of Office) of _______________________, Inc. (Company 1) , a _______________ (name of state) corporation, and that for and on behalf of the said corporation, and as its act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ________________________________ NOTARY PUBLIC My Commission Expires: _______ STATE OF ________________ COUNTY OF _______________ Personally appeared before me, the undersigned authority in and for the said county and state, on this _____ day of ____________, 20____, within my jurisdiction, the within named _______________________ (Name of Officer) , who acknowledged that he is the Secretary of __________________, Inc. (Company 1) , and _________________, Inc. (Company 2) , and that for and on behalf of the said corporations, and as their act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporations so to do. ________________________________ NOTARY PUBLIC My Commission Expires: ________ STATE OF _________________ COUNTY OF _______________ Personally appeared before me, the undersigned authority in and for the said county and state, on this _____ day of _________________, 20____, within my jurisdiction, the within named __________________ (Name of Officer) , who acknowledged that he is the _________________ (Name of Office) of ____________________, Inc. (Company 2) , a ______________ (name of state) corporation, and that for and on behalf of the said corporation, and as its act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ________________________________ NOTARY PUBLIC My Commission Expires: ________