Continuing Guaranty (Unlimited Amount) {AGR-306}

Guarantee (Unlimited) THIS GUARANTEE made as of WHEREAS the undersigned (the ?Guarantor?) has agreed to provide (the ?Creditor?) with a guarantee of certain obligations of (the ?Obligor?); NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained, and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Guarantor covenants and agrees with the Creditor as follows: 1. Guarantee. The Guarantor hereby unconditionally and irrevocably guarantees all of the debts and liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Obligor to the Creditor or remaining unpaid by the Obligor to the Creditor (collectively the ?Obligations?). The obligations of the Guarantor hereunder are unlimited. 2. Guarantee Absolute. The liability of the Guarantor hereunder shall be absolute and unconditional and shall not be affected by: (a) any lack of validity or enforceability of any agreements between the Obligor and the Creditor; any change in the time, manner or place of payment of or in any other term of such agreements or the failure on the part of the Obligor to carry out any of its obligations under such agreements; (b) any impossibility, impracticability, frustration of purpose, illegality, force majeure or act of government; (c) the bankruptcy, winding-up, liquidation, dissolution or insolvency of the Obligor, the Creditor or any party to any agreement to which the Creditor is a party; (d) any lack or limitation of power, incapacity or disability on the part of the Obligor or of the directors, partners or agents thereof or any other irregularity, defect or informality on the part of the Obligor in its obligations to the Creditor; or (e) any other law, regulation or other circumstance which might otherwise constitute a defence available to, or a discharge of, the Obligor in respect of any or all of the Obligations. 3. No Release or Discharge. The liability of the Guarantor hereunder shall not be released, discharged, limited or in any way affected by anything done, suffered or permitted by the Creditor in connection with any duties or liabilities of the Obligor to the Creditor or any security therefore including any loss of or in respect of any security received by the Creditor from the Obligor or others. The Creditor, without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor?s liability hereunder, may: (a) grant time, renewals, extensions, indulgences, releases and discharges to the Obligor; (b) take or abstain from taking securities or collateral from the Obligor or from perfecting securities or collateral of the Obligor; (c) accept compromises from the Obligor; (d) apply all money at any time received from the Obligor or from securities upon such part of the Obligations as the Creditor may see fit or change any such application in whole or in part from time to time as the Creditor may see fit; or (e) otherwise deal with the Obligor and all other persons and securities as the Creditor may see fit. 4. No Exhaustion of Remedies. The Creditor shall not be bound or obligated to exhaust its recourse against the Obligor or other persons or any securities or collateral it may hold or take any other action (other than to make demand pursuant to Section 7 below) before being entitled to demand payment from the Guarantor hereunder. 5. No Set-off. The Guarantor shall not claim any set-off or counterclaim against the Obligor in respect of any liability of the Obligor to the Guarantor. 6. Continuing Guarantee. This Guarantee shall be a continuing guarantee and shall be binding as a continuing obligation of the Guarantor. This Guarantee shall continue to be effective even if at any time any payment of any of the Obligations is rendered unenforceable or is rescinded or must otherwise be returned by the Creditor upon the occurrence of any action or event including the insolvency, bankruptcy or reorganization of the Obligor or otherwise, all as though such payment had not been made. 7. Demand for Payment. The Guarantor shall make payment to or performance in favour of the Creditor of the Obligations of the Guarantor forthwith after demand therefore is made to the Guarantor. The Creditor shall be entitled to make demand upon the Guarantor at any time upon a default in payment of any amount owing by the Obligor to the Creditor and upon such default the Creditor may treat all Obligations as due and payable and may forthwith collect from the Guarantor the total amount guaranteed hereunder. 8. Assignment and Postponement. All debts and liabilities, present and future, of the Obligor to the Guarantor are hereby assigned to the Creditor and postponed to the Obligations, and all money received by the Guarantor in respect thereof shall be received in trust for the Creditor and forthwith upon receipt shall be paid over to the Creditor, the whole without in any way lessening or limiting the liability of the Guarantor hereunder and this assignment and postponement is independent of the Guarantee and shall remain in full force and effect until, in the case of the assignment, the liability of the Guarantor under this Guarantee has been discharged or terminated and, in the case of the postponement, until payment in full to the Creditor of all obligations of the Guarantor under this Guarantee. 9. Subrogation. If (i) the Guarantor performs or makes payment to the Creditor of all amounts owing by the Guarantor to the Creditor under this Guarantee and (ii) the Obligations are performed and paid in full, the Creditor will, at the Guarantor?s request, execute and deliver to the Guarantor appropriate documents, without recourse and without representation and warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations and any security held therefore resulting from such performance or payment by the Guarantor. 10. Waiver of Notice of Acceptance. The Guarantor hereby waives notice of acceptance of this instrument. 11. Benefit of the Guarantee. This Guarantee shall ensure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the Guarantor and the Creditor. 12. Entire Agreement. This Guarantee constitutes the entire agreement between the Creditor, the Obligor and the Guarantor with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between such parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, expressed, implied or statutory, between such parties other than as expressly set forth in this Guarantee. 13. No Waiver, Remedies. No failure on the part of the Creditor to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude the other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. 14. Severability. If any provision of this Guarantee is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect. 15. Notices. Any demand, notice or other communication (a ?Communication?) to be given in connection with this Guarantee shall be given in writing and may be given by personal delivery or be registered mail addressed to the recipient as follows: To the Creditor: To the Guarantor: or such other address as may be designated by notice by any party to the other. Any Communication be conclusively deemed to have been given on the day of actual delivery thereof and, if given by registered mail, on the third day following the deposit thereof in the mail. If the party giving any Communication knows or ought reasonably to know of any diff