CONTINUING GUARANTY

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Guaranty Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Waivers
VIII. Risk Allocation
IX. Dispute Resolution
X. General Provisions
XI. Execution Block

I. DOCUMENT HEADER

CONTINUING GUARANTY

This Continuing Guaranty (this "Guaranty") is made and entered into as of [EFFECTIVE DATE] (the "Effective Date") by:

GUARANTOR:
[GUARANTOR FULL LEGAL NAME], [an individual residing at / a [STATE] [ENTITY TYPE] with principal offices at] [GUARANTOR ADDRESS] ("Guarantor")

in favor of:

LENDER:
[LENDER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] having its principal place of business at [LENDER ADDRESS] ("Lender")

Recitals

A. [BORROWER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] ("Borrower"), has requested that Lender extend credit or other financial accommodations to Borrower from time to time, including pursuant to that certain [MASTER LOAN AGREEMENT/LINE OF CREDIT AGREEMENT/REVOLVING CREDIT AGREEMENT] dated [DATE] (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement").

B. Guarantor is [DESCRIBE RELATIONSHIP TO BORROWER: owner, officer, affiliate, etc.].

C. The Credit Agreement contemplates ongoing extensions of credit, advances, and financial accommodations to Borrower from time to time.

D. As a condition to extending credit under the Credit Agreement, Lender requires that Guarantor execute and deliver this Continuing Guaranty to guaranty all present and future obligations of Borrower.

E. Guarantor acknowledges that Guarantor will derive substantial direct and indirect benefit from each extension of credit to Borrower.

NOW, THEREFORE, in consideration of the extension of credit to Borrower and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor agrees as follows:

II. DEFINITIONS

For purposes of this Guaranty:

"Guaranteed Obligations" means any and all present and future indebtedness, liabilities, and obligations of Borrower to Lender, whether now existing or hereafter arising, of every kind and description, whether direct or indirect, absolute or contingent, joint or several, secured or unsecured, due or to become due, including:
(a) all principal, interest (including post-petition interest), fees, costs, and expenses under any loan, advance, extension of credit, or financial accommodation;
(b) all obligations under each promissory note, loan agreement, credit agreement, or other instrument evidencing indebtedness;
(c) all obligations arising from any renewals, extensions, modifications, amendments, refinancings, or substitutions of any of the foregoing;
(d) all costs of collection and enforcement, including reasonable attorneys' fees;
(e) all obligations that would be part of the Guaranteed Obligations but for the operation of any bankruptcy or insolvency law; and
(f) all future advances and obligations incurred after the date hereof.

"Loan Documents" means the Credit Agreement, all promissory notes, security agreements, mortgages, and all other documents executed in connection with any Guaranteed Obligation.

"Outstanding Amount" means, at any time, the aggregate unpaid amount of all Guaranteed Obligations.

"Revocation Notice" has the meaning set forth in Section 3.8.

III. GUARANTY PROVISIONS

3.1 Continuing Guaranty of Payment

Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Lender the full and punctual payment and performance of all Guaranteed Obligations when due, whether at stated maturity, upon acceleration, or otherwise. THIS IS A CONTINUING GUARANTY that applies to all present and future obligations of Borrower to Lender. This is a guaranty of payment and not merely of collection.

3.2 Continuing Nature

This Guaranty:
(a) is a continuing guaranty that covers multiple transactions and shall remain in full force and effect until terminated as provided herein;
(b) applies to all Guaranteed Obligations, whether now existing or hereafter arising;
(c) covers all present and future advances, loans, extensions of credit, and financial accommodations made to Borrower;
(d) shall not be exhausted by any exercise of Lender's rights hereunder; and
(e) shall continue notwithstanding any intermediate payment or settlement of the whole or any part of the Guaranteed Obligations.

3.3 Scope of Guaranty (Select One)

☐ Option A - Unlimited: Guarantor's liability under this Guaranty is unlimited and covers all Guaranteed Obligations in their entirety.

☐ Option B - Limited Amount: Guarantor's aggregate liability under this Guaranty shall not exceed [DOLLAR AMOUNT IN WORDS] Dollars ($[NUMERICAL AMOUNT]) (the "Guaranteed Maximum Amount") at any time outstanding, plus reasonable costs of collection.

☐ Option C - Limited Time Period: This Guaranty shall cover Guaranteed Obligations arising during the period from [START DATE] through [END DATE], after which this Guaranty shall terminate as to new obligations (but shall continue as to obligations arising during such period).

3.4 Unconditional Nature

The obligations of Guarantor hereunder are absolute and unconditional, irrespective of:
(a) the validity or enforceability of any Guaranteed Obligation or Loan Document;
(b) any change in the time, manner, or place of payment of any Guaranteed Obligation;
(c) any release, exchange, or non-perfection of any collateral;
(d) any release of any other guarantor;
(e) any change in Borrower's corporate existence or ownership;
(f) any insolvency or bankruptcy proceeding affecting Borrower;
(g) the amount or nature of advances made from time to time; or
(h) any other circumstance that might otherwise constitute a defense.

3.5 Future Advances

This Guaranty specifically covers all future advances made by Lender to Borrower, whether or not such advances are obligatory and regardless of when made or the purpose for which made. Guarantor acknowledges that Lender may make additional advances to Borrower in reliance on this Guaranty without notice to or consent of Guarantor.

3.6 Joint and Several Liability

If more than one Person executes this Guaranty, the obligations hereunder shall be joint and several.

3.7 Reinstatement

This Guaranty shall continue to be effective or be reinstated if at any time any payment made by Borrower or Guarantor is rescinded or must be returned by Lender pursuant to any bankruptcy, insolvency, fraudulent conveyance, or similar law.

3.8 Revocation (Select One)

☐ Option A - Irrevocable:
GUARANTOR IRREVOCABLY WAIVES ANY RIGHT TO REVOKE THIS GUARANTY. This Guaranty shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid in full and all commitments to extend credit have been terminated.

☐ Option B - Revocable as to Future Obligations:
Guarantor may revoke this Guaranty as to future Guaranteed Obligations (but not as to existing Guaranteed Obligations) by delivering written notice of revocation to Lender by registered or certified mail, return receipt requested, to Lender's address set forth above (a "Revocation Notice"). Such revocation shall become effective upon Lender's actual receipt of the Revocation Notice. Notwithstanding any revocation:
(a) Guarantor shall remain fully liable for all Guaranteed Obligations existing at the time of Lender's receipt of the Revocation Notice;
(b) Guarantor shall remain liable for all advances made pursuant to commitments existing at the time of Lender's receipt of the Revocation Notice;
(c) Guarantor shall remain liable for all renewals, extensions, modifications, refinancings, and increases of obligations described in (a) or (b);
(d) Guarantor shall remain liable for all interest, fees, costs, and expenses accruing on such obligations; and
(e) This Guaranty shall continue in full force and effect as to all obligations described in (a) through (d) until indefeasibly paid in full.

3.9 Death of Guarantor (if Individual)

In the event of the death of Guarantor (if an individual):
(a) The liability of Guarantor's estate shall continue in full force and effect as to all Guaranteed Obligations existing at the date of death;
(b) The estate shall remain liable for all renewals, extensions, modifications, and refinancings of such obligations;
(c) The estate shall remain liable for advances made to Borrower after the date of death pursuant to commitments existing prior to the date of death;
(d) This Guaranty shall terminate as to new Guaranteed Obligations arising after Lender receives written notice of Guarantor's death, except as provided in (b) and (c); and
(e) Lender shall have no obligation to investigate whether Guarantor is living and may continue to make advances in reliance on this Guaranty unless and until Lender receives written notice of death.

IV. REPRESENTATIONS & WARRANTIES

Guarantor represents and warrants to Lender as of the Effective Date and as of the date of each advance to Borrower:

4.1 Capacity and Authority

Guarantor has full legal capacity and authority to execute, deliver, and perform this Guaranty.

4.2 Enforceability

This Guaranty constitutes the legal, valid, and binding obligation of Guarantor, enforceable in accordance with its terms.

4.3 No Conflicts

The execution and performance of this Guaranty do not violate any law, regulation, court order, or agreement to which Guarantor is subject.

4.4 Financial Condition

All financial statements provided by Guarantor are true, complete, and accurate in all material respects.

4.5 Solvency

Guarantor is solvent and will not be rendered insolvent by the execution and performance of this Guaranty.

4.6 Benefit

Guarantor has received and will continue to receive direct or indirect benefit from each extension of credit to Borrower.

4.7 Independent Investigation

Guarantor is fully informed of Borrower's financial condition and has made an independent decision to enter into this Guaranty.

4.8 Continuing Accuracy

Guarantor acknowledges the continuing nature of this Guaranty and agrees that the foregoing representations and warranties shall be deemed made as of the date of each advance made to Borrower.

V. COVENANTS & RESTRICTIONS

5.1 Affirmative Covenants

Until all Guaranteed Obligations are paid in full and this Guaranty is terminated, Guarantor shall:
(a) promptly notify Lender of any material adverse change in Guarantor's financial condition;
(b) upon Lender's request, furnish updated financial statements;
(c) notify Lender within [30] days of any change in Guarantor's address;
(d) notify Lender of any event that could reasonably be expected to affect Guarantor's ability to perform; and
(e) cooperate fully with Lender in connection with enforcement of this Guaranty.

5.2 Negative Covenants

Without Lender's prior written consent, Guarantor shall not:
(a) transfer assets for less than reasonably equivalent value;
(b) incur additional indebtedness that would materially impair Guarantor's ability to perform under this Guaranty; or
(c) take any action to hinder Lender's rights under this Guaranty.

VI. DEFAULT & REMEDIES

6.1 Events of Default

The occurrence of any of the following shall constitute an Event of Default:
(a) any Event of Default under the Credit Agreement or any Loan Document;
(b) failure of Guarantor to perform any obligation under this Guaranty;
(c) any representation or warranty by Guarantor proves materially untrue;
(d) Guarantor becomes insolvent or files or has filed against Guarantor any bankruptcy petition;
(e) a material adverse change in the financial condition of Guarantor; or
(f) death of Guarantor (subject to estate's continuing liability as provided herein).

6.2 Remedies

Upon the occurrence of an Event of Default, Lender may:
(a) declare all Guaranteed Obligations immediately due and payable from Guarantor;
(b) exercise any and all rights and remedies available at law or in equity;
(c) set off any amounts owing by Lender to Guarantor against amounts owed under this Guaranty; and
(d) proceed directly against Guarantor without first proceeding against Borrower or any collateral.

6.3 Costs of Collection

Guarantor shall pay all costs and expenses (including reasonable attorneys' fees) incurred by Lender in enforcing this Guaranty.

VII. WAIVERS

7.1 Specific Waivers

Guarantor hereby waives, to the fullest extent permitted by law:

(a) Notice Waivers. Any requirement that Lender notify Guarantor of: acceptance of this Guaranty; any extension of credit to Borrower; the amount of any advance; any default by Borrower; any demand for payment; any intent to accelerate; any modification of terms.

(b) Suretyship Defenses. All defenses available to a surety or guarantor, including any right to require Lender to proceed against Borrower, exhaust collateral, or pursue any other remedy.

(c) Marshaling. Any right to require Lender to marshal assets.

(d) Subrogation. Until all Guaranteed Obligations are indefeasibly paid in full, Guarantor waives any right of subrogation against Borrower.

(e) Contribution. Until all Guaranteed Obligations are indefeasibly paid in full, Guarantor waives any right of contribution from any other guarantor.

7.2 Consent to Modifications

Guarantor consents to any modification, extension, renewal, increase, or release of any Guaranteed Obligation or collateral, without notice and without affecting Guarantor's liability.

7.3 No Termination

Subject to Section 3.8 (if revocable option is selected), Guarantor waives any right to terminate this Guaranty except as expressly provided herein.

VIII. RISK ALLOCATION

8.1 Indemnification

Guarantor shall indemnify and hold harmless Lender from and against any losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any breach of this Guaranty; or (b) enforcement of this Guaranty.

8.2 Limitation of Liability (if applicable)

If Option B under Section 3.3 is selected, Guarantor's aggregate liability shall not exceed the Guaranteed Maximum Amount plus costs of collection.

8.3 Force Majeure

Force majeure events shall not excuse Guarantor's payment obligations under this Guaranty.

IX. DISPUTE RESOLUTION

9.1 Governing Law

This Guaranty shall be governed by and construed in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict-of-laws principles.

9.2 Forum Selection

Guarantor irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [COUNTY, STATE].

9.3 Arbitration (Optional)

☐ Check if applicable: Any dispute arising out of or relating to this Guaranty shall be resolved by binding arbitration administered by [ARBITRATION ORGANIZATION].

9.4 Jury Trial Waiver

JURY WAIVER: GUARANTOR AND LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS GUARANTY.

X. GENERAL PROVISIONS

10.1 Amendments and Waivers

No amendment or waiver shall be effective unless in writing and signed by Lender.

10.2 Assignment

Lender may assign this Guaranty without Guarantor's consent. Guarantor may not assign any rights or obligations.

10.3 Successors and Assigns

This Guaranty shall be binding upon Guarantor and Guarantor's heirs, executors, administrators, successors, and assigns.

10.4 Severability

If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

10.5 Integration

This Guaranty constitutes the entire agreement between the parties with respect to the continuing guaranty of Borrower's obligations.

10.6 Counterparts; Electronic Signatures

This Guaranty may be executed in counterparts. Electronic signatures shall be deemed original signatures.

10.7 Notices

All notices shall be in writing and delivered to the addresses set forth above.

10.8 Subordination

Guarantor agrees that any indebtedness of Borrower to Guarantor is subordinated to the Guaranteed Obligations.

XI. EXECUTION BLOCK

IMPORTANT NOTICE TO GUARANTOR: THIS IS A CONTINUING GUARANTY. YOU ARE AGREEING TO BE LIABLE FOR ALL PRESENT AND FUTURE OBLIGATIONS OF THE BORROWER TO THE LENDER. YOUR LIABILITY CONTINUES UNTIL ALL OBLIGATIONS ARE PAID IN FULL OR UNTIL YOU PROPERLY REVOKE THIS GUARANTY (IF REVOCATION IS PERMITTED). YOU SHOULD CONSULT WITH AN ATTORNEY BEFORE SIGNING.

IN WITNESS WHEREOF, Guarantor has executed this Continuing Guaranty as of the date first written above.

GUARANTOR:

_____________________________________
Signature

_____________________________________
Print Name: [GUARANTOR FULL LEGAL NAME]

Title (if entity): _______________________

Date: ________________________________

SPOUSAL CONSENT (if required and Guarantor is an individual)

_____________________________________
Spouse Signature

_____________________________________
Print Name

Date: ________________________________

ACKNOWLEDGMENT (if required)

STATE OF _____________ )
) ss.
COUNTY OF ____________ )

On this ___ day of __________, 20__, before me, the undersigned Notary Public, personally appeared [GUARANTOR NAME], proved to me to be the person whose name is subscribed to the foregoing instrument and acknowledged execution thereof.

_____________________________________
Notary Public

My Commission Expires: _______________

ATTORNEY CHECKLIST (DO NOT INCLUDE IN FINAL DOCUMENT)

☐ Determine whether guaranty should be revocable or irrevocable
☐ Review state law on continuing guaranty revocation (e.g., Montana Code 28-11-108)
☐ Consider scope limitations (amount, time period, or unlimited)
☐ Review death of guarantor provisions and estate liability
☐ Confirm spousal consent requirements
☐ Verify reinstatement provisions comply with state law
☐ Review waiver of notice provisions
☐ Coordinate with Credit Agreement and revolving loan provisions

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