GUARANTY
This GUARANTY is made as of the _____ day of ____________, 20__ by _____________________________________________ of __________________________ (the “Guarantor”), for the purpose of inducing _________________________________________, with a principal place of business of ______________________________, _______________ (the “Lender”), to make a loan in the amount of ____________________________________ _____________ DOLLARS ($__________) (the “Loan”) to __________________________ _____________________, a _________________________, with a principal place of business at ______________________________ (the “Borrower”). The Loan will be evidenced by a promissory note of the Borrower (the “Note”) and will be secured by a mortgage [and security agreement] from Borrower of certain real property located in ___________________ (the “Mortgage”). The Note, the Mortgage and all other instruments, whether now existing or hereafter arising, executed in connection with the Loan or any extension or modification thereof or submitted to Lender are collectively referred to herein as the “Loan Documents.” In consideration of the foregoing, each of the undersigned agrees: 1. Guaranty. Each Guarantor unconditionally guarantees to Lender prompt and full payment and performance when due of all of the Borrower’s present and future indebtedness and obligations under the Loan Documents. All such indebtedness and obligations are referred to in this Guaranty as the “Obligations.” Each Guarantor’s liability hereunder is direct and unconditional and may be enforced after nonpayment or nonperformance by the Borrower of any of the Obligations without requiring Lender to resort to any other person or entity (including, without limitation, the Borrower) or any other right, remedy or collateral. 2. Rights of Lender. Each Guarantor authorizes Lender to alter at any time, in Lender’s discretion, any of the terms of the Obligations, to take and to hold any security for the Obligations and to accept additional or substituted security, to subordinate, compromise or release any security, to release the Borrower from its liability for all or any part of the Obligations, to release any Guarantor hereunder or to substitute or add one or more guarantors or endorsers hereunder, and to assign this Guaranty in whole or in part. Lender may take any and all of the foregoing actions upon such terms and conditions as Lender may elect, without giving notice to any Guarantor or obtaining the consent of any Guarantor and without affecting the liability of any Guarantor to Lender. 3. Joint, Several and Independent Liability. The obligations of each Guarantor under this Guaranty are joint and several and independent of the obligations of the Borrower. Lender may release or settle with the Borrower or any Guarantor at any time without affecting the continuing liability of any Guarantor. Lender may proceed against any Guarantor under this Guaranty without first proceeding against the Borrower, against any other Guarantor or any other person or any security held by Lender and without pursuing any other remedy. Lender’s rights
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under this Guaranty will not be altered or exhausted by any action by Lender until all of the Obligations have been paid, performed and satisfied in full. 4. Waiver of Indulgence. Each Guarantor waives notice of acceptance of this Guaranty and all presentment, demand, protest, notice of protest and notices of default or dishonor of any note or other obligation guaranteed hereby and all other suretyship defenses generally. No extension of time or other indulgence or release of liability or collateral granted by Lender to the Borrower or to any Guarantor will release or affect the obligations of the Guarantor hereunder and no act, omission or delay on the part of Lender in exercising any rights hereunder or in taking any action to collect or enforce payment or performance of any of the Obligations shall be a waiver of any such right or release or affect the Obligations. This Guaranty shall not be impaired by any bankruptcy, insolvency, arrangement, assignment for the benefit of creditors, reorganization or other debtor relief proceedings under any federal or state law, whether now existing or hereafter enacted, with respect to Borrower or any Guarantor or if for any other reason Borrower or any other Guarantor has no legal obligation to discharge any of the Obligations. 5. Subordination of Rights. Each Guarantor covenants and agrees that any indebtedness of the Borrower to Guarantor, whether arising from payments made by the Guarantor pursuant to this Guaranty or otherwise, is hereby subordinated to the Obligations and that after any default under the Note or any of the other Loan Documents, each Guarantor shall hold any funds received from Borrower in trust for Lender to satisfy the Obligations. This subordination of the indebtedness and other obligations shall continue until all of the Obligations have been paid, performed and satisfied in full. Nothing in this Section shall prevent any Guarantor from enforcing and collecting any obligation owed to such Guarantor by the Borrower prior to a default under the Note or after the Obligations have been paid, performed and satisfied in full. 6. Default. Lender may declare all of the Guarantors in default under this Guaranty if any Guarantor fails to perform any of its obligations under this Guaranty or under any other guaranty given to Lender in connection with the Loan, or becomes the subject of any bankruptcy, insolvency, assignment for the benefit of creditors, arrangement, reorganization, or other debtor relief proceeding under any federal or state law, whether now existing or hereafter enacted. 7. Delay; Cumulative Remedies. No delay or failure by the Lender to exercise any right or remedy against the Borrower or any Guarantor will be construed as a waiver of that right or remedy. All remedies of Lender against the Borrower and each Guarantor are cumulative. 8. Expenses of Collection. Each Guarantor shall pay to Lender on demand any and all expenses paid or incurred by Lender, including reasonable attorneys’ fees and disbursements, in connection with the collection or enforcement of the Obligations or this Guaranty. Until paid to Lender, such sums will bear interest at the default rate set forth in the Note. 9. Entire Agreement. The whole of this Guaranty is set forth herein, and there is no verbal or other written agreement, and no understanding or custom affecting the terms hereof. This Guaranty can be modified only by a written instrument signed by the parties to be charged.
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10. Interpretation and Binding Effect. If any provision of this Guaranty shall be held to be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty. This Guaranty shall be governed and construed pursuant to laws of The Commonwealth of Massachusetts and shall take effect as a sealed instrument and shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. ___________________________________ Witness
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