5630.英文担保合同.docVIP

PAGE PAGE 2 page \* arabic2 GUARANTY AND PLEDGE AGREEMENT THIS AGREEMENT is made as of ______________________, 19__, between _________________________ (Guarantors) and _________________________ (Bank). R E C I T A L S: Reference is made to the Note dated this date executed by __________________ (Borrower) in favor of Bank in the principal amount of ____________________________ Dollars ($_______________) (the Note). The Note is issued pursuant to a Loan Agreement (Loan Agreement) between the same parties, also dated as of this date. The Guarantors are the sole shareholders of the Borrower and will benefit directly by the execution of the Loan Agreement and advance of funds to Borrower. The Bank is unwilling to enter the Loan Agreement or advance funds to Borrower unless Guarantors execute this Agreement. NOW THEREFORE, for good and valuable consideration and to induce the Bank to enter into the Loan Agreement and advance funds to Borrower, the Guarantors agree as follows: 1. DEFINITIONS. When used in this Guaranty and Pledge Agreement (the Agreement) the following terms shall have the following meanings: 1.1 Collateral shall mean all property and interests in property on or in which a lien or security interest is or has been granted by one or more of the Guarantors to the Bank pursuant to Section 2.2 of this Agreement; and 1.2 Default shall mean the happening of either of the following events: (a) the occurrence of a Default as such term is defined in the Loan Agreement, or (b) the undersigned fails to perform any covenant or agreement contained in this Agreement or if any representation or warranty contained in this Agreement is found to have been untrue, incomplete or misleading in any material respect when furnished; and 1.3 Indebtedness shall mean any and all indebtedness, obligations and liabilities of any kind of the Borrower to the Bank arising out of the Loan Agreement or the Note executed by the Borrower and made payable to the order o