CORPORATE 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

CORPORATE GUARANTY

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

GUARANTOR:
[GUARANTOR CORPORATE NAME], a [STATE OF ORGANIZATION] [CORPORATION/LIMITED LIABILITY COMPANY/LIMITED PARTNERSHIP] having its principal place of business 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 pursuant to that certain [LOAN AGREEMENT/CREDIT AGREEMENT/PROMISSORY NOTE] dated [DATE] (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement").

B. Guarantor is [the parent company of Borrower / an affiliate of Borrower / the owner of [___]% of the equity interests in Borrower / a [DESCRIBE OTHER RELATIONSHIP]].

C. As a condition to extending credit under the Credit Agreement, Lender requires that Guarantor execute and deliver this Guaranty.

D. Guarantor acknowledges that Guarantor will derive substantial direct and indirect benefit from the extension of credit to Borrower, including [the financial health of its subsidiary / continued business operations with Borrower / other direct benefits].

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:

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

"Guaranteed Obligations" means any and all present and future indebtedness, liabilities, and obligations of Borrower to Lender of every kind and description, whether direct or indirect, absolute or contingent, joint or several, secured or unsecured, due or to become due, arising under or in connection with the Credit Agreement or any other Loan Document, including without limitation:
(a) all principal, interest (including interest accruing after the filing of any bankruptcy petition), fees, costs, and expenses;
(b) all obligations arising from any renewals, extensions, modifications, or refinancing of the foregoing;
(c) all costs of collection and enforcement, including reasonable attorneys' fees; and
(d) all amounts that would be part of the Guaranteed Obligations but for the operation of any bankruptcy or insolvency law.

"Loan Documents" means the Credit Agreement, any promissory note, security agreement, mortgage, deed of trust, and all other documents executed in connection with the Credit Agreement.

"Material Adverse Effect" means a material adverse effect on (a) the business, operations, property, or financial condition of Guarantor, (b) Guarantor's ability to perform its obligations under this Guaranty, or (c) the rights and remedies of Lender under this Guaranty.

"Person" means any individual, corporation, partnership, limited liability company, trust, or other entity.

III. GUARANTY PROVISIONS

3.1 Guaranty of Payment

Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to Lender the full and punctual payment and performance of the Guaranteed Obligations when due, whether at stated maturity, upon acceleration, or otherwise. This is a guaranty of payment and not merely of collection.

3.2 Scope of Guaranty (Select One)

☐ Option A - Unlimited Guaranty: Guarantor's liability under this Guaranty is unlimited. Guarantor shall be liable for the entire amount of the Guaranteed Obligations.

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

3.3 Unconditional Nature

The obligations of Guarantor hereunder are absolute and unconditional, irrespective of:
(a) the validity, legality, or enforceability of the Credit Agreement or any 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 or obligor;
(e) any change in the corporate existence, structure, or ownership of Borrower or Guarantor;
(f) any insolvency, bankruptcy, reorganization, or similar proceeding affecting Borrower;
(g) any defense, set-off, or counterclaim that Borrower may have against Lender; or
(h) any other circumstance that might otherwise constitute a defense available to a guarantor.

3.4 Continuing Guaranty

This Guaranty is a continuing guaranty and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid and performed in full and all commitments to extend credit to Borrower have been terminated.

3.5 Downstream, Upstream, and Cross-Stream Guaranty Provisions

☐ Downstream Guaranty (Parent guarantees Subsidiary):
Guarantor, as the [parent company / majority owner] of Borrower, acknowledges that it derives substantial benefit from the extension of credit to Borrower and that this Guaranty is given in furtherance of Guarantor's corporate purposes.

☐ Upstream Guaranty (Subsidiary guarantees Parent):
Guarantor, as a [subsidiary / affiliate] of Borrower, acknowledges that it derives substantial benefit from the extension of credit to Borrower, including access to shared services, capital, and business opportunities provided by Borrower. Guarantor represents that this Guaranty does not constitute a fraudulent conveyance and that adequate consideration has been received.

☐ Cross-Stream Guaranty (Affiliate guarantees Affiliate):
Guarantor, as an affiliate of Borrower under common ownership or control, acknowledges that it derives substantial benefit from the extension of credit to Borrower through the integrated nature of the business operations and that this Guaranty is given in furtherance of Guarantor's corporate purposes.

3.6 Joint and Several Liability

If more than one entity executes this Guaranty, the obligations hereunder shall be joint and several. Lender may proceed against any Guarantor without first proceeding against any other Guarantor or Borrower.

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, or similar law.

IV. REPRESENTATIONS & WARRANTIES

Guarantor represents and warrants to Lender as of the Effective Date and continuing thereafter:

4.1 Organization and Good Standing

Guarantor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and is qualified to do business in each jurisdiction where the nature of its business requires qualification.

4.2 Power and Authority

Guarantor has full corporate power and authority to execute, deliver, and perform this Guaranty. The execution, delivery, and performance of this Guaranty have been duly authorized by all necessary corporate action, including board of directors or member approval as required by Guarantor's organizational documents.

4.3 Enforceability

This Guaranty constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and to general principles of equity.

4.4 No Conflicts

The execution, delivery, and performance of this Guaranty do not and will not: (a) violate any provision of Guarantor's organizational documents; (b) violate any applicable law, regulation, or court order; (c) require any consent or approval not already obtained; or (d) result in a breach of or default under any material contract to which Guarantor is a party.

4.5 Financial Condition

All financial statements provided by Guarantor to Lender have been prepared in accordance with GAAP (or other disclosed accounting standards) applied on a consistent basis, are true and correct in all material respects, and fairly present Guarantor's financial condition as of the dates indicated.

4.6 Solvency

Guarantor is solvent and will not be rendered insolvent by the execution and performance of this Guaranty. Guarantor: (a) is able to pay its debts as they become due; (b) has assets with fair salable value exceeding its liabilities; and (c) has adequate capital to carry on its business.

4.7 Relationship to Borrower

Guarantor is [the parent company / an affiliate / the owner of [___]% of the equity] of Borrower and has received or will receive direct and indirect benefit from the extension of credit to Borrower.

4.8 No Fraudulent Transfer

The execution and delivery of this Guaranty does not constitute a fraudulent transfer or conveyance under applicable state or federal law.

4.9 Litigation

There is no pending or, to Guarantor's knowledge, threatened litigation or proceeding that would have a Material Adverse Effect on Guarantor.

V. COVENANTS & RESTRICTIONS

5.1 Affirmative Covenants

Until all Guaranteed Obligations are paid in full, Guarantor shall:
(a) maintain its corporate existence and good standing in its jurisdiction of organization;
(b) promptly notify Lender of any Material Adverse Effect;
(c) upon Lender's request, furnish annual audited financial statements and quarterly unaudited financial statements;
(d) notify Lender within [30] days of any change in Guarantor's name, organizational structure, or jurisdiction of organization;
(e) comply with all applicable laws material to its business; and
(f) cooperate fully with Lender in connection with enforcement of this Guaranty.

5.2 Financial Covenants (if applicable)

☐ Check if applicable: Guarantor shall maintain:
(a) Minimum Net Worth: Net worth of not less than $[AMOUNT];
(b) Debt-to-Equity Ratio: Total debt to equity ratio not exceeding [___]:1;
(c) Liquidity: Current assets to current liabilities ratio of at least [___]:1;
(d) [OTHER FINANCIAL COVENANTS].

5.3 Negative Covenants

Without Lender's prior written consent, Guarantor shall not:
(a) merge, consolidate, or transfer substantially all of its assets;
(b) sell, transfer, or dispose of a majority of its ownership interest in Borrower;
(c) make distributions or dividends that would cause Guarantor to breach any financial covenant or become insolvent;
(d) transfer assets for less than reasonably equivalent value; or
(e) change its jurisdiction of organization.

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 it any bankruptcy petition;
(e) a Material Adverse Effect occurs;
(f) Guarantor ceases to own its current ownership interest in Borrower; or
(g) breach of any financial covenant that is not cured within [10] days.

6.2 Notice and Cure

Except for Events of Default under Sections 6.1(a) and 6.1(d), Lender shall give written notice of default. Guarantor shall have [10] Business Days to cure monetary defaults and [30] days to cure non-monetary defaults (if capable of cure).

6.3 Remedies

Upon the occurrence and during the continuation 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, any collateral, or any other guarantor.

6.4 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; any default by Borrower; any demand for payment; any intent to accelerate.

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

(c) Marshaling. Any right to require Lender to marshal assets or proceed in any particular order.

(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, or release of any Guaranteed Obligation or collateral, without notice and without affecting Guarantor's liability.

VIII. RISK ALLOCATION

8.1 Indemnification

Guarantor shall indemnify and hold harmless Lender and its officers, directors, employees, agents, and Affiliates from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any breach of this Guaranty; (b) the enforcement of this Guaranty; or (c) any third-party claim relating to Guarantor's obligations hereunder.

8.2 Limitation of Liability

In no event shall Lender be liable for any indirect, consequential, punitive, or special damages arising out of or relating to this Guaranty.

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] for any action arising out of or relating to this Guaranty.

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] in accordance with its commercial rules.

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 OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY.

9.5 Injunctive Relief

Nothing herein shall limit Lender's right to seek provisional or injunctive relief in any court of competent jurisdiction.

X. GENERAL PROVISIONS

10.1 Amendments and Waivers

No amendment or waiver of any provision of this Guaranty shall be effective unless in writing and signed by Lender and Guarantor.

10.2 Assignment

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

10.3 Successors and Assigns

This Guaranty shall be binding upon Guarantor and its successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

10.4 Severability

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

10.5 Integration

This Guaranty, together with the Loan Documents, constitutes the entire agreement between the parties with respect to the subject matter hereof.

10.6 Counterparts; Electronic Signatures

This Guaranty may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be deemed original signatures.

10.7 Notices

All notices shall be in writing and delivered to the addresses set forth above (or such other address as may be designated in writing).

10.8 Subordination

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

XI. EXECUTION BLOCK

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

GUARANTOR:

[GUARANTOR CORPORATE NAME]

By: _____________________________________
Name: ___________________________________
Title: ___________________________________

Date: ____________________________________

[Corporate Seal, if applicable]

CERTIFICATE OF CORPORATE AUTHORITY

I, [SECRETARY NAME], hereby certify that I am the duly elected and acting Secretary of [GUARANTOR CORPORATE NAME], a [STATE] [ENTITY TYPE], and that the following is a true and correct copy of a resolution duly adopted by the Board of Directors [or Members/Managers] of said corporation at a meeting duly held on [DATE] at which a quorum was present and acting throughout:

RESOLVED, that the [President/CEO/Authorized Officer] of this corporation is hereby authorized to execute, deliver, and perform, on behalf of this corporation, a Corporate Guaranty in favor of [LENDER NAME] guaranteeing the obligations of [BORROWER NAME] under the Credit Agreement dated [DATE], and to execute and deliver any and all documents and instruments necessary or appropriate to effectuate the purposes of this resolution.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of said corporation this ___ day of __________, 20__.

_____________________________________
Secretary

[Corporate Seal]

ATTORNEY CHECKLIST (DO NOT INCLUDE IN FINAL DOCUMENT)

☐ Verify corporate authority - obtain board resolution or member consent
☐ Confirm Guarantor's ownership percentage in Borrower (20% threshold for required guaranty)
☐ Review upstream/cross-stream guaranty issues for fraudulent conveyance concerns
☐ Analyze benefit to Guarantor to support consideration
☐ Confirm Guarantor's solvency after giving effect to Guaranty
☐ Review financial covenants for appropriateness
☐ Coordinate with Credit Agreement definitions and cross-default provisions
☐ Verify jurisdiction of organization and governing law consistency
☐ Review arbitration and jury waiver enforceability

END OF TEMPLATE