CaseMark Unlimited Guaranty
Generates a complete Unlimited Guaranty giving the Lender direct, uncapped recourse against a Guarantor for all present and future Borrower obligations.
Quick Start
Collect before drafting:
- Credit documents — loan agreement, note, or facility defining the guaranteed Obligations
- Parties — full legal names of Guarantor, Borrower, and Lender
- Guarantor type — individual or entity (drives signature block and authority recitals)
- Financial reporting — whether Lender requires ongoing financials from Guarantor
Document Sections
| # | Section | Key Content |
|---|---|---|
| 1 | Definitions | Obligations (all present/future amounts), Credit Documents, parties |
| 2 | Guaranty of Payment | Absolute, unconditional; payment not collection — Lender may proceed directly against Guarantor |
| 3 | Unlimited Liability | No cap; covers principal, interest, fees, costs, expenses, indemnities |
| 4 | Waivers | Full checklist below |
| 5 | Subrogation & Reimbursement | Subordinated/waived until indefeasible payment in full |
| 6 | Continuing Guaranty | Survives modifications, renewals, extensions; covers post-execution obligations |
| 7 | Financial Covenants (if required) | Annual financials, MAC notice, other reporting |
| 8 | Governing Law & Jurisdiction | Match underlying loan documents |
| 9 | Jury Trial Waiver | Standard commercial waiver |
| 10 | Signature Block | Individual: name + date; Entity: officer title + authority recital |
Required Waivers (Section 4)
Guarantor must waive all of the following:
- Presentment, demand for payment, protest, notice of dishonor
- Notice of acceptance of Guaranty
- Notice of creation or incurrence of new Obligations
- Notice of any Borrower or Lender action or inaction
- Right to require Lender to proceed first against Borrower or exhaust collateral
- Defense based on modification, extension, renewal, or amendment of Obligations
- All suretyship defenses (collateral impairment, co-guarantor release, etc.)
- Right to require marshaling of assets
Subrogation Language (Section 5)
Until all Obligations are indefeasibly paid in full and all Lender commitments are terminated, Guarantor waives and subordinates: (i) any subrogation right to Lender's claims against Borrower; (ii) any reimbursement or indemnity right from Borrower; and (iii) any right to participate in Lender-held security.
Pitfalls & Checks
- Payment not collection — Section 2 must expressly allow Lender to proceed against Guarantor without exhausting Borrower remedies or collateral
- "Indefeasibly paid in full" — always use this phrase, not merely "paid in full," to protect against bankruptcy preference/clawback
- Governing law — must match the underlying loan documents' choice of law and forum
- Entity authority — for entity Guarantors, include officer certificate or board resolution recital if Lender requires
- Continuing guaranty — confirm language covers obligations arising after execution
- [VERIFY] US jurisdiction only; state suretyship statutes may impose additional requirements
- [VERIFY] Anti-deficiency statutes (CA, AZ, others) may limit enforceability of certain waivers — flag for attorney review