General Continuing Guaranty

GENERAL CONTINUING GUARANTY In order to induce (Name of Company), a (State) corporation, and any other Co - Buyer or Participant as specified in the Agreements (Buyer) to extend and/or to continue to extend financia l accommodations to the Seller specified below, or pursuant to any other present or future agreement between Buyer and Seller, and in consideration thereof, and in consideration of any loans, advances, or financial accommodations granted by Buyer to or for the account of Seller, whether pursuant to the Agreements, or otherwise, the undersigned officer(s), authorized agent(s) or third party guarantors of Seller (hereinafter collectively and individually referred to as the Guarantor) hereby, jointly and sever ally, guarantees, promises and undertakes as follows: 1. Guaranty of Obligations. Guarantor unconditionally, absolutely and irrevocably guarantees and promises to pay to Buyer, on order or demand, in lawful money of the United States, any and all indebted ness and obligations of Seller to Buyer and the payment to Buyer of all sums which may be presently due and owing to Buyer from Seller whether under the Agreements or otherwise. The terms indebtedness and obligations are (hereinafter collectively referred to as the Obligations) used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities of Seller, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, and however arising (including, without limitation, indebtedness owing by Seller to third parties who have granted Buyer a security interest in the accounts, chattel paper and general intangibles of said third party; and further including, without limitation, any and all attorneys fees, expenses, costs, premiums, charges and interest owed by Seller to Buyer, whether under the Agreements, or otherwise) whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether Seller may be liable individually or jointly with others, whether recovery upon such indebtedness may be or hereafter becomes barred by any statute of limitations or whether such indebtedness may be or hereafter becomes otherwise unenforceable, and includes Selle rs prompt, full and faithful performance, observance and discharge of each and every term, condition, agreement, representation, warranty undertaking and provision to be performed by Seller under these Agreements. 2. Continuing Guaranty. This General Co ntinuing Guaranty (the Guaranty) is a continuing guaranty which shall remain effective until this Guaranty has been expressly terminated and relates to any obligations including those which arise under successive transactions which shall either continue th e Obligations from time to time or renew them after they have been satisfied. Any such termination shall be applicable only after written notice to Buyer, and only to transactions having their inception prior to such date. No termination shall be effective until such time as Buyer is no longer committed or otherwise obligated to make any loans or advances, or to grant any credit to Seller. In the absence of any termination of this Guaranty, Guarantor agrees that nothing shall discharge or satisfy its obliga tions created hereunder except for the full payment and performance of the Obligations with interest. 3. Rights are Independent. Guarantor agrees that it is directly and primarily liable to Buyer, that the obligations hereunder are independent of the ob ligations of Seller and that a separate action or actions may be brought and prosecuted against Guarantor, whether action is brought against Seller or whether Seller is joined in any such action or actions. Guarantor agrees that any releases which may be g iven by Buyer to Seller or any other guarantor or endorser shall not release it from this Guaranty. 2001 251 American LegalNet, Inc. 4. Default. In the event that any bankruptcy, insolvency, receivership or similar proceeding is instituted by or against Guarantor and/or the Seller or in the event that either the Guarantor or Seller become insolvent, make an assignment for the benefit of creditors or attempt to effect a composition with creditors, or if there be any default under the Agreements (whether de clared or not), then, at Buyers election, without notice or demand, the Obligations of Guarantor created hereunder shall become due, payable and enforceable against Guarantor whether or not the Obligations are then due and payable. 5. Indemnification. G uarantor agrees to indemnify Buyer and hold Buyer harmless against all obligations, demands and liabilities, by whomsoever asserted and against all losses in any way suffered, incurred or paid by Buyer as a result of or in any way arising out of, following or consequential to transactions with Seller whether under the Agreements, or otherwise, and also agrees that this Guaranty shall not be impaired by any modification, supplement, extension or amendment of any contract or agreement to which Buyer and Selle r may hereafter agree, nor by any modification, release or other alteration of any of the Obligations hereby guaranteed or of any security therefor, nor by any agreements or arrangements whatever with Seller or anyone else. 6. Consent to Modifications. Guarantor hereby authorizes Buyer, without notice or demand and without affecting its liability hereunder, from time to time to: (a) renew, compromise, extend, accelerate or otherwise change the time for the Obligations, or any part thereof, including, w ithout limitation, increasing or decreasing any of the fees thereof; (b) take and hold security for the payment of the Obligations guaranteed hereby, and exchange, enforce, waive and release any such security; (c) apply such security and direct the ord er or manner of sale thereof as Buyer in its discretion may determine; (d) release or substitute any one or more endorser(s) or guarantor(s); and (e) assign, without notice, this Guaranty in whole or in part and Buyers rights hereunder to anyone at a ny time. Guarantor agrees that Buyer may do any or all of the foregoing in such manner, upon such terms, and at such times as Buyer, in its discretion, deems advisable, without, in any way or respect, impairing, affecting, reducing or releasing Guarantor f rom its undertakings hereunder and Guarantor hereby consents to each and all of the foregoing acts, events and occurrences. 2001 251 American LegalNet, Inc. 7. Waiver of Defenses. Guarantor hereby waives any right to assert against Buyer as a defense, counterclaim, setoff on cross claim, any defense (legal or equitable), setoff, counterclaim and claim which Guarantor may now or at any time hereafter have against Seller and any other party liable to Buyer in any way or manner. Guarantor her eby waives all defenses, counterclaims and offsets of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity or enforceability of the Agreements or any security interest. Guarantor hereby wa ives any defense arising by reason of any claim or defense based upon an election of remedies by Buyer, which, in any manner impairs, affects, reduces, releases, destroys or extinguishes Guarantors subrogation rights, rights to proceed against Seller for r eimbursement, or any other rights of the Guarantor or against any other person or security, including, but not limited to, any defense based upon an election of remedies by Buyer under the provisions of applicable state law, or of the United States. Guaran tor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protests, notice of dishonor, notices of default, notice of acceptance of this Guaranty, and notices of the existence, creating or incurring of new or add itional indebtedness, and all other notices or formalities to which Guarantor may be entitled. 8. Waiver of Jury Trial. Guarantor waives any right to a jury trial in any action hereunder or arising out of Buyers transactions with Seller. 9. Waiver of Rig hts of Subrogation. The Guarantor shall have no right of subrogatio