The Guarantors obligation under this Guaranty shall continue in full force and effect until Sellers Obligations are fully paid， performed and discharged and Buyer gives the Guarantor written notice of that fact. Sellers Obligations shall not be considered fully paid， performed and discharged unless and until all payments by Seller to Buyer are no longer subject to any right on the part of any person whomsoever， including but not limited to Seller， Seller as a debtor-in-possession， or any trustee or receiver in bankruptcy， to set aside such payments or seek to recoup the amount of such payments， or any part thereof. The foregoing shall include， by way of example and not by way of limitation， all rights to recover preferences voidable under Title 11 of the United States Code. In the event that any such payments by Seller to Buyer are set aside after the making thereof， in whole or in part， or settled without litigation， to the extent of such settlement， all of which is within Buyers discretion， Guarantor shall be liable for the full amount Buyer is required to repay plus costs， interest， attorneys fees and any and all expenses which Buyer paid or incurred in connection therewith.
No termination of this Guaranty shall be effective except by notice sent to Buyer by certified mail， return receipt requested (which shall be evidenced by a properly validated return receipt)， naming a termination date effective not less than ninety (90) days after the receipt of such notice by Buyer. Such a termination shall not be effective as to any Guarantor who has not given such notice and shall not affect the application of this Guaranty to any transaction or indebtedness effected prior to the effective date of termination.
12. Successors and Assigns
This Guaranty shall be binding upon the successors and assigns of the Guarantor and shall inure to the benefit of Buyers successors and assigns. The death of Guarantor shall not terminate this Guaranty.
13. Modifications
This Guaranty cannot be modified orally. No modification of this Guaranty shall be effective for any purpose unless it is in writing and executed by an officer of Buyer authorized to do so. All prior agreements， understandings， representations and negotiations， if any， are merged into this Guaranty.
14. Attorneys Fees
Guarantor agrees to pay all attorneys fees and all other costs and out-of-pocket expenses which may be incurred by Buyer in the enforcement of this Guaranty or in any way arising out of， following or consequential to the enforcement of Sellers Obligations， whether under this Guaranty， the Agreements， or otherwise.
15. Joint and Several
In all cases where the word Guarantor is used in this Guaranty， it shall mean and apply equally to each and all of the individuals and/or entities， which have executed this Guaranty. All of the obligations of the Guarantor hereunder shall be joint and several.
16. Governing Law
All acts and transactions hereunder and the rights and obligations of the parties hereto shall be governed， construed and interpreted in accordance with the laws of the State of_________(State).
17. Additional Waivers
Guarantor waives all rights and defenses arising out of an election of remedies by the Buyer， even though that election of remedies， such as a non judicial foreclosure with respect to security for a guaranteed obligation， had destroyed the Guarantors rights of subrogation and reimbursement against the principal by operation of Section 580d of the Code of Civil Procedure or otherwise.
18. Section Numbers and Headings
Section numbers and section titles have been set forth herein for convenience only； they shall not be construed to limit or extend the meaning of any part of this Guaranty.
The Seller：
(Name of Selling Company)
Date of Factoring Agreement between Buyer and Seller：
(Date)
Date of this Continuing Guaranty：
(Date)
Agreed：
The Guarantor：
(Signature) (Date)
(Guarantor City/State/Zip Code)
(Guarantor Social Security Number)
Witness (Date)
注释：
1. guaranty 保证，担保书；抵押物。英语合同中，保证书或担保书是为他人签订合同协议，作保证或担保，保证合同的履行，是主合同的附带合同，依附于主合同的效力。若主合同无效，将导致保证合同也无效。
guaranty 可以用guarantee 代替， guaranty 更书面化一些；另外warranty 也有保证，担保的意思，但是warranty有“经授权，经批准”的意思，还有“保修”的含义。
housing investment guaranties 房屋投资保证
limited guaranty 有限担保
guaranty money 保证金
guaranty of collection 收款担保， 收款保证书
例如：
The provisions on guaranty in this Law shall apply to the counter-guaranty. 反担保适用本法担保的规定。
The guarantor shall be held liable within the agreed scope of guaranty. 担保人在约定的担保范围内承担责任。
2. successor 继承人，继任者。其同义词为assign（受让人、受托者），两者区别在于successor侧重关系的“继承”，而assign更多指的是业务的“受让”。用法如下：
It may be under way in the case of Hosni Mubarak， along with routine efforts to try to ensure that a successor regime will not veer far from the approved path. 在霍斯尼·穆巴拉克那里，努力试图确保继承人政权不偏离已经得到认可的道路太远。
