Fill and Sign the Guaranty by Corporation Complex Form

- 1 - FORM USLF-GC GUARANTY BY CORPORATION Borrower Name and Address:__________________________ __________________________ __________________________ __________________________Lender Name and Address:___________________________ ___________________________ ___________________________ ___________________________ Guarantor Name and Address:___________________________ ___________________________ ___________________________ ___________________________ NOTICE TO GUARANTOR: YOU ARE AGREEING TO GUARANTEE THE DEBTS OF BORROWER IDENTIFIED BELOW. DO NOT SIGN UNLESS TO AGREE TO ALL TERMS CONTAINED HEREIN.FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the undersigned, hereinafter “Guarantor”, does hereby covenant, contract and agree with Lender, identified above, that Guarantor will pay, absolutely and unconditionally, the debt of Borrower, identified above, such debt being described a follows: , ” (describe debt to be guaranteed) hereinafter “Guaranteed Obligations” ___________________________________________________________________________________________ ___________________________________________________________________________________________ ___________________________________________________________________________________________ ___________________________________________________________________________________________ The Guarantor hereby grants to the Lender, as security for the full and punctual payment and performance of the obligations of the Guarantor hereunder, a continuing lien on and security interest in all property belonging to the Guarantor now or hereafter held by the Lender and in all sums credited by or due from the Lender to the Guarantor; and regardless of the adequacy of any collateral or other means of obtaining payment of the Guaranteed Obligations, the Lender may at any time and without notice to the Guarantor set off the whole or any portion or portions of any or all sums against amounts payable under this Agreement.Guarantor agrees to pay the above describes indebtedness, regardless of whether Borrower pays same and regardless of whether Lender, with or without notice to Guarantor, extends, renews, refinances or modifies such debt.I agree not to revoke this Guarantee so long as sums remain due to Lender. Guarantor expressly waives presentment, notice of default, protest and acceptance. To the extent not prohibited by the laws of the State of ________________, I further waive the right to assert any defenses and claims that the Borrower may assert, and my right, if any, to require that Lender seek remedies against Borrower or any other person below collecting from Guarantor.In the event Lender seeks payment from Guarantor , Guarantor agrees to pay all costs of collection, including but not limited to all costs, expenses and attorney fees incurred by Lender.This Guaranty shall be governed by the laws of the State of _______________; constitutes the entire agreement of the parties and shall not be modified except by writing signed by Guarantor. Continued on page 2Date: __________________________________________________________________________By:________________________________Its: ________________________________ - 2 - Additional Provisions1.Unenforceability of Guaranteed Obligations:. If the Borrower is for any reason under no legal obligation to discharge any of the Guaranteed Obligations, or if any other moneys included in the Guaranteed Obligations have become unrecoverable from the Borrower by operation of law or for any other reason, including, without limitation, the invalidity or irregularity in whole or in part of any Guaranteed Obligation or any Loan Document or any limitation on the liability of the Borrower thereunder or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the guarantees contained in this Agreement shall nevertheless remain in full force and effect and shall be binding upon the Guarantor to the same extent as if the Guarantor at all times had been the Principal debtor on all such Guaranteed Obligations.2.Consents and Waivers. Etc: The Guarantor hereby acknowledges receipt of correct and complete copies of each of the Loan Documents, consents to all of the terms and provisions thereof, as the same may be from time to time hereafter amended or changed in accordance therewith, and waives (a) presentment, demand for payment and protest of nonpayment of any principal of or interest on any of the Guaranteed Obligations, (b) notice of acceptance of this Agreement and of diligence, presentment, demand and protest, (c) notice of any default hereunder and any default, breach, nonperformance or Event of Default (as defined therein) under any of the Loan Documents or the Guaranteed Obligations, (d) notice of the terms, time and place of any private or public sale of collateral held as security for the Guaranteed Obligations, (e) demand for performance or observance of, and any enforcement of any provision of, or any pursuit or exhaustion of rights or remedies against the Borrower or any other guarantor of the Guaranteed Obligations, under or pursuant to the Loan Documents, or any agreement directly or indirectly relating thereto and any requirements of diligence or promptness on the part of the holders of the Guaranteed Obligations in connection therewith, and (f) to the extent the Guarantor lawfully may do so, any and all demands and notices of every kind and description with respect to the foregoing or which may be required to be given by any statute or rule of law and any defense of any kind which the Guarantor now or thereafter have with respect to this Agreement, any of the Loan Documents or any of the Guaranteed Obligations.3.No Impairment. Etc: The obligations, covenants, agreements and duties of the Guarantor under this Agreement shall not be affected or impaired by (a) any assignment or transfer in whole or in part of any of the Guaranteed Obligations without notice to the Guarantor, or (b) any waiver by the Lender or any holder of any of the Guaranteed Obligations or by the holders of all of the Guaranteed Obligations of the performance or observance by the Borrower or any other guarantor of any of the agreements, covenants, terms or conditions contained in the Guaranteed Obligations or the Loan Documents, or (c) any indulgence in, or the extension of the time for, payment by the Borrower or any other guarantor of any amounts payable under or in connection with the Guaranteed Obligations or the Loan Documents or in any other instrument or agreement relating to the Guaranteed Obligations or of the extension of time for performance by the Borrower or any other guarantor of any other obligations under or arising out of any of the foregoing or the extension or renewal thereof, or (d) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Borrower or any other guarantor set forth in any of the foregoing, or (e) the voluntary or involuntary sale or other disposition of all or substantially all the assets of the Borrower or of any other guarantor, or (f) the insolvency, bankruptcy or other similar proceedings affecting the Borrower or any such other guarantor or any assets of the Borrower or any such other guarantor, or (g) the release or discharge of any of the collateral securing the repayment of the Guaranteed Obligations or securing any other amounts payable under or in connection with the Guaranteed Obligations or the Loan Documents, or of the Borrower or any other guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of the foregoing, without the consent of the holders of the Guaranteed Obligations by operation of law, or any other cause, whether similar or dissimilar to the foregoing.4. Reimbursement or Subrogation: The Guarantor hereby covenants and agrees that the Guarantor will not enforce or otherwise exercise any rights of reimbursement, subrogation, contribution or other similar rights against the Borrower or any other person with respect to the Guaranteed Obligations prior to the payment in full of the Guaranteed Obligations, and until all indebtedness to the Lender shall have been paid in full, the Guarantor shall have no right of subrogation, and the Guarantor waives any defense the Guarantor may have based upon any election of remedies by the Lender which destroys the Guarantor's subrogation rights or the Guarantor's rights to proceed against the Borrower for reimbursement, including, without limitation, any loss of rights the Guarantor may suffer by reason of any rights, powers or remedies of the Borrower in connection with any anti-deficiency laws or - 3 - any other laws limiting, qualifing or discharging the indebtedness to the Lender. The Guarantor further waives any right to enforce any remedy which the Lender now has or may in the future have against the Borrower, any other guarantor or any other person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by the Lender. Notwithstanding anything to the contrary in this Agreement, the Guarantor hereby irrevocably waives all rights which the Guarantor may have at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of the Lender) to seek contribution, indemnification or any other form of reimbursement from the Borrower, any other guarantor of the Guaranteed Obligations, or any other person now or hereafter primarily or secondarily liable for any obligations of the Borrower to the Lender, for disbursement, payment or other transfer, directly or indirectly, made by the Guarantor or of an interest in property of the Guarantor (including foreclosure of liens) under or in connection with this Agreement or otherwise.5.Guarantor's Understanding with Respect to Waivers: The Guarantor warrantsand agrees that each of the waivers set forth above is made with the Guarantor's full knowledge of their significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only the extent permitted by law.6.Defeasance: This Agreement shall terminate at such time as the Commitment has terminated and all of] the Guaranteed Obligations have been paid in full and all other obligations of the Guarantor to the Lender under this Agreement have been satisfied in full; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, all the provisions of this Agreement and the other Loan Documents shall continue to be effective or shall be reinstated, as the case may be, if any payment hereunder or in connection with any of the Guaranteed Obligations or the Loan Documents at any time made by or on behalf of the Guarantor or the Borrower is rescinded or otherwise must be returned as a result of the bankruptcy, insolvency or reorganization of the Guarantor or the Borrower or otherwise, all as if such payment had not been made.7.Corporate Representations: The Guarantor represents, warrants, covenants and agrees that this Guaranty is valid and executed on behalf of the corporation after being authorized by the corporation so to do. The Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect the Guarantor's corporate existence; provided, however, that nothing in this Section shall prevent a consolidation, combination or merger of the Guarantor with any other person.