For valuable consideration, the undersigned ("Guarantors") jointly and severally unconditionally guarantee the payment when due, upon maturity, acceleration, or otherwise, of any and all indebtedness of [_________________] ("Borrower") to [_________________] Bank ("Bank"), with an office at [_________________]. If any or all indebtedness of Borrower to Bank becomes due and payable hereunder, Guarantors jointly and severally unconditionally promise to pay such indebtedness to Bank or order, on demand, in lawful money of the United States.
The word "indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations, and liabilities of Borrower heretofore, now, or hereafter made. incurred, or created, whether voluntary or involuntary and however arising, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced or extinguished and thereafter increased or incurred, whether Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable.
Guarantors jointly and severally unconditionally guarantee the payment of any and all indebtedness of Borrower to Bank whether or not due or payable by Borrower upon (a) the death, dissolution, insolvency, or business failure of, or any assignment for benefit of creditors by. or commencement of any bankruptcy, reorganization, arrangement, moratorium, or other debtor-relief proceedings by or against, Borrower or any of the Guarantors; or (b) the appointment of a receiver for, or the attachment, restraint of, or making or levying of any order of court or legal process affecting the property of Borrower or any of the Guarantors, and jointly and severally unconditionally promise to pay such indebtedness to Bank or order, on demand, in lawful money of the United
States.
This guaranty may be terminated only as to future transactions and only as to such Guarantors as give written notice thereof to Bank, and such notice shall be deemed to be effective as of noon of the next succeeding business day following actual receipt thereof by Bank at its address above. No such notice shall release Guarantors, whether or not giving such notice, from any liability as to (a) any indebtedness that may be owing to or held by Bank or in which Bank may have an interest or for which Bank may be obligated at the time of receiving such notice, (b) all extensions and renewals thereof, (c) all interest thereon, and (d) all collection expenses therefor.
The liability of Guarantors hereunder is exclusive and independent of any security for or other guaranty of the indebtedness of Borrower, whether executed by Guarantors or by any other party, and the liability of Guarantors hereunder is not affected or impaired by (a) any direction of application of payment by Borrower or by any other party; (b) any other continuing or other guaranty, undertaking or liability of Guarantors or of any other party as to the indebtedness of Borrower; (c) any payment on or in reduction of any such other guaranty or undertaking; (d) any notice of termination hereof as to future transactions given by, or by the death of, or the termination, revocation, or release of any obligations hereunder of, any other of the Guarantors; (e) any dissolution, termination, or increase, decrease. or change in personnel of any of the Guarantors; (f) any payment made to Bank on the indebtedness that Bank repays pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium, or other debtor relief or other judicial proceeding, and Guarantors waive any right to the deferral or modification of Guarantors' obligations hereunder by reason of any such proceeding; or (g) merger of another entity into Borrower or merger of Borrower into another entity.
The obligations of Guarantors hereunder are joint and several, and independent of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against Guarantors whether or not action be brought against Borrower and whether or not Borrower be joined in any such action or actions. Guarantors waive. to the fullest extent permitted by law, the benefit of any statute of limitations affecting their liability hereunder or the enforcement thereof. Any payment by Borrower or other circumstance that operates to toll any statute of limitations as to Borrower shall operate to toll the statute of limitations as to Guarantors.
Guarantors authorize Bank (whether or not after revocation or termination of this guaranty), without notice or demand, and without affecting or impairing their liability hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate, or otherwise change the time for payment of, or otherwise change the terms of, the indebtedness or any part thereof, including increase or decrease of the rate of interest thereon; (b) take and hold security for the payment of this guaranty or the indebtedness and exchange, enforce, waive, and release any such security; (c) apply such security and direct the order or manner of sale thereof as Bank in its discretion may determine; and (d) release or substitute any one or more endorsers, Guarantors, Borrower, or other obligors. Bank may without notice assign this guaranty in whole or in part.
It is not necessary for Bank to inquire into the capacity or powers of borrower or the officers, directors, partners, or agents acting or purporting to act on Borrower's behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder. If Borrower is a partnership, the words "Borrower" and "indebtedness" as used herein include all successor partnerships and liabilities thereof to Bank.
Any indebtedness of Borrower now or hereafter held by Guarantors is hereby subordinated to the indebtedness of Borrower to Bank and such indebtedness of Borrower to Guarantors, if Bank so requests, shall be collected, enforced, and received by Guarantors as trustees for Bank and be paid over to Bank on account of the indebtedness of Borrower to Bank, but without affecting or impairing in any manner the liability of Guarantors under the other provisions of this guaranty. Any instruments now or hereafter evidencing any indebtedness of Borrower to the undersigned shall be marked with a legend that the same are subject to this guaranty and, if Bank so requests, shall be delivered to Bank.
Guarantors waive any right to require Bank (a) to proceed against Borrower or any other party. (b) to proceed against or exhaust any security held from Borrower, or (c) to pursue any other remedy in Bank's power whatsoever. Guarantors waive any defense based on or arising out of any defense of Borrower other than payment in full of the indebtedness, including without limitation any defense based on or arising out of any disability of Borrower, or the unenforceability of the indebtedness or any part thereof from any cause, including any impairment of any security by Bank or Borrower or the cessation from any cause of the liability of Borrower other than payment in full of the indebtedness. Bank may at its election foreclose on any security held by Bank by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, or exercise any other right or remedy Bank may have against Borrower, or any security, without affecting or impairing in any way the liability of Guarantors hereunder except to the extent the indebtedness has been paid. Guarantors waive any defense arising out of any such election by Bank, even though such election operates to impair any security or to impair or extinguish any right of reimbursement or subrogation or other right or remedy of Guarantors against Borrower or any security.
Guarantors shall have no right of subrogation, and waive any right to enforce any remedy that Bank now has or may hereafter have against Borrower, and waive any benefit of, and any right of reimbursement, indemnity, or contribution or to participate in any security now or hereafter held by Bank. Guarantors waive all presentments, demands for performance, protests, and notices, including without limitation notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this guaranty, and notices of the existence, creation, or
incurring of new o( additional indebtedness.
Guarantors assume all responsibility for being and keeping themselves informed of Borrower's financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the indebtedness and the nature, scope, and extent of the risks that Guarantors assume and incur hereunder, and agree that Bank shall have no duty to advise Guarantors of information known to it regarding such circumstances or risks.
In addition to the amounts guaranteed hereunder, Guarantors jointly and severally agree to pay reasonable attorneys' fees and all other costs and expenses incurred by Bank in enforcing this guaranty or in any action or
proceeding arising out of, or relating to. this guaranty, including but not limited to cases or proceedings under Chapter 7. 11, 12, or 13 of the Bankruptcy Code, or under any successor statute thereto.
In all cases where there is but a single Guarantor, then all words used herein in the plural shall be deemed to have been used in the singular where the context and construction so require; and when this guaranty is executed by more than one Guarantor, the word "Guarantors" shall mean all and any one or more of them. This guaranty and the liability and obligations of Guarantors hereunder are binding upon Guarantors and their respective heirs, executors, administrators, successors, and assigns, and inures to the benefit of and is enforceable by Bank and its successors, transferees, and assigns.
In addition to all liens upon, and rights of setoff against the moneys, securities, or other property of Guarantors given to Bank by law, Bank shall have a lien upon and a right of setoff against all moneys, securities, and other property of Guarantors now or hereafter in the possession of or on deposit with Bank. whether held in a general or special account or deposit, or for safekeeping
or otherwise; and every such lien and right of setoff may be exercised without demand upon or notice to Guarantors.
Guarantors consent to the in personam jurisdiction of any State or Federal court located in the State of Illinois. Each Guarantor agrees that service of process may be made by mailing a copy of the summons to such Guarantor at Guarantor's address as set forth in the records of Bank. Guarantors hereby waive trial by jury.
No right or Power of Bank hereunder shall be deemed to have been waived by any act or conduct On the part of Bank, or by any neglect to exercise such right or power, or by any delay in so doing; and the terms and provisions hereof may not be waived. altered, modified, or amended except in writing duly signed by an authorized officer of Bank and by Guarantors.
This guaranty shall be deemed to be made under and shall be governed by the laws of the State of Illinois in all respects, including matters of construction, validity. and performance.
If any of the provisions of this guaranty shall contravene or be held invalid under the laws of any jurisdiction, this guaranty shall be construed as if not containing
those provisions and the rights and obligations of the parties hereto shall be construed and enforced accordingly.
IN WITNESS WHEREOF, the undersigned Guarantors have executed this guaranty on
____________________________________________, 20______.
In the presence of
____________________________________
____________________________________
Address:
____________________________________
____________________________________
Address:
_________________________________
By___________________________________
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