This Guaranty Agreement, hereinafter referred to as the "Guaranty" is made effective as of ________ by and between the following parties:
________ (the "Guarantor") having a primary address as follows:
________ (the "Debtor") having a primary address as follows:
________ (the "Creditor") having a primary address as follows:
The Guaranty is being made by the Guarantor to the Creditor for the benefit of the Debtor.
Article 1 - GUARANTY:
In consideration of the Creditor's extension of credit to the Debtor and the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Guarantor guarantees, in a limited capacity, the certain and prompt payment of all monies owing to the Creditor from the Debtor, whether such payments currently exist or will be incurred in the future (as this Guaranty is specifically agreed to be a continuing Guaranty between the parties, subject to the duration specification described elsewhere in this agreement), whether such debt is voluntary or involuntary and however such debt may arise, under the terms and conditions herein. The Guarantor further acknowledges that the Creditor will be relying on this Guaranty for the purposes of extending credit to the Debtor. This Guaranty is made for the benefit of Creditor.
Article 2 - LIMITATION:
The amount guaranteed by the Guarantor is limited to the following: $ ________ . Such amount shall be exclusive of any fees, costs, or expenses which the Creditor may incur to collect on the guaranteed amount.
Article 3 - DURATION:
This is a continuing Guaranty which may not be revoked by the Guarantor. The Guaranty shall continue until all obligations are paid back to the Creditor.
Article 4 - DEFAULT:
In the event of Debtor's default, Creditor shall be required to notify Guarantor before proceeding against Guarantor for the limited amount guaranteed.
Article 5 - ADDITIONAL CREDIT:
Creditor shall be required to notify Guarantor in the event that any additional extensions of credit are made to the Debtor. Guarantor's liability shall continue to be for the limited amount guaranteed, unless the Guarantor otherwise authorizes in a signed writing.
Article 6 - CREDITOR TERMS:
Creditor is obligated to pursue Debtor for any claim on the debt prior to proceeding against Guarantor. Creditor may not bring suit against Guarantor in the first instance. Guarantor waives any notice requirement of Creditor's acceptance of this Guaranty. Any of Debtor's debts to Guarantor will be subrogated to Debtor's debts to Creditor, such that even if Debtor pays Guarantor on any debt, such payment shall be considered held in trust for Creditor. Guarantor waives all claims or defenses which may be available to Guarantor regarding Debtor's debt. This Guaranty may be one of several guarantees regarding Debtor's liability to Creditor, but Creditor may modify or release any other guarantee with or without notice to Guarantor. Guarantor's liability shall not change.
Article 7 - ALTERATIONS AND MODIFICATIONS:
Creditor may change the terms of repayment at any time. Creditor is not under an obligation to inform Guarantor. Guarantor's obligations shall continue to be as listed explicitly herein.
Article 8 - GUARANTOR'S FINANCES & ASSETS:
Creditor may make reasonable requests of Guarantor's financial information and Guarantor is obligated to provide such information.Guarantor shall not transfer any of Guarantor's assets without prior written consent of the Creditor.
Article 9 - SECURITY:
This Guaranty is secured by the following:
ARTICLE 10 - GENERAL PROVISIONS:
A) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of the state of Alabama and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within the state of Alabama . The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature.
B) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
C) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party without express written consent.
D) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.
E) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
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F) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
G) NOTICES: Any notices required under this Guaranty may be made electronically to the email address the parties may, from time to time, inform each other of.
H) HEADINGS: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.