What is Continuing Guaranty Unlimited for Business Transactions

Exhibit 10.22

UNLIMITED CONTINUING GUARANTY

THIS UNLIMITED CONTINUING GUARANTY (this "Guaranty Agreement"), dated as of December 1, 2006, is made by Express Check Advance of South Carolina, LLC, a Tennessee limited liability company ("Guarantor"), for the benefit of U.S. BANK NATIONAL ASSOCIATION , a national banking association organized and existing under the laws of the United States, as agent (in such capacity, the "Agent") for each of the lenders (the "Banks") now or hereafter party to the Credit Agreement (as defined below). All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below).

W I T N E S S E T H:

WHEREAS , the Banks have previously provided to QC Holdings, Inc., a Kansas corporation ("Borrower") a revolving credit facility with a sublimit for the issuance of letters of credit pursuant to the terms of that certain Credit Agreement dated as of January 19, 2006, among the Borrower, the Agent and the Banks (as from time to time amended, modified, supplemented or restated, the "Credit Agreement"); and

WHEREAS , Guarantor is owned, directly or indirectly, by Borrower and will materially benefit from the Loans made and the Letters of Credit issued and to be issued, under the Credit Agreement to Borrower ; and

WHEREAS, Guarantor is required to enter into this Guaranty Agreement pursuant to the terms of the Credit Agreement; and

WHEREAS, a material part of the consideration given in connection with and as an inducement to the execution and delivery of the Credit Agreement by the Agent and the Banks was the obligation of the Borrower to cause Guarantor to enter into this Guaranty Agreement; and

WHEREAS, the Banks are unwilling to extend and/or maintain the credit facilities provided under the Loan Documents unless Guarantor enters into this Guaranty Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

1. Guaranty. Guarantor hereby unconditionally, absolutely, continually and irrevocably guarantees, on a joint and several basis, to the Agent for the benefit of the Banks the payment and performance in full of the Borrower's Liabilities (as defined below). For all purposes of this Guaranty Agreement, "Borrower's Liabilities" means: (a) the Borrower's prompt payment in full, when due or declared due and at all such times, of all Obligations and all other amounts pursuant to the terms of the Credit Agreement, the Notes, and all other Loan Documents heretofore, now or at any time or times hereafter owing, arising, due or payable from the Borrower to the Agent or any one or more of the Banks, including principal, interest, premiums and fees (including, but not limited to, loan fees and attorneys' fees and expenses); (b) the Borrower's prompt, full and faithful performance, observance and discharge of each and every agreement, undertaking, covenant and provision to be performed, observed or discharged by the Borrower under the Credit Agreement and all other Loan Documents; and (c) the Borrower's

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prompt payment in full, when due or declared due and at all such times, of any obligations now or hereafter arising under any interest rate or currency swap, rate cap or similar transaction (the "Hedge Agreements"). The Guarantor's Obligations to the Agent and the Banks under this Guaranty Agreement are hereinafter referred to as the "Guarantor's Obligations". Notwithstanding the foregoing, the liability of Guarantor with respect to the Guarantor's Obligations shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to challenge under Section 548 of the United States Bankruptcy Code or any comparable provisions of any applicable state law.

Guarantor agrees that it is directly and primarily liable on a joint and several basis (subject to the limitation in the immediately preceding sentence) for the Borrower's Liabilities.

The Guarantor's Obligations are secured by various security instruments referred to in the Credit Agreement, including without limitation the Subsidiary Security Agreement.

2. Payment. If the Borrower shall default in payment or performance of the Borrower's Liabilities, whether principal, interest, premium, fee (including, but not limited to, loan fees and attorneys' fees and expenses), or otherwise, when and as the same shall become due, and after expiration of any applicable grace period, whether according to the terms of the Credit Agreement, by acceleration, or otherwise, or upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, then Guarantor will, upon demand thereof by the Agent, fully pay to the Agent, for the benefit of the Banks, subject to any restriction on the Guarantor's Obligations set forth in Section 1 hereof, an amount equal to all the Borrower's Liabilities then due and owing.

3. Absolute Rights and Obligations. This is a guaranty of payment and not of collection. The Guarantor's Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of, and Guarantor hereby expressly waives, to the extent permitted by law, any defense to its obligations under this Guaranty Agreement and all security instruments to which it is a party by reason of:

• (a) any lack of legality, validity or enforceability of the Credit Agreement, of any of the Notes, of any other Loan Document, or of any other agreement or instrument creating, providing security for, or otherwise relating to any of the Guarantor's Obligations, the Borrower's Liabilities, or any other guaranty of any of the Borrower's Liabilities (the Loan Documents and all such other agreements and instruments being collectively referred to as the "Related Agreements");

  (b) any exercise of any right or power under any of the Related Agreements, any failure or omission to enforce any right conferred thereby, or any waiver of any covenant or condition therein provided;

  (c) any permitted acceleration of the maturity of the Borrower's Liabilities, of the Guarantor's Obligations, or of any other obligations or liabilities of any Person under any of the Related Agreements;

  (d) any release, exchange, non-perfection, lapse in perfection, disposal, deterioration in value, or impairment of any security for the Borrower's

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• Liabilities, for any of the Guarantor's Obligations, or for any other obligations or liabilities of any Person under any of the Related Agreements;

  (e) any dissolution of any Borrower or any Guarantor or any other party to a Related Agreement, or the combination or consolidation of Borrower or any Guarantor or any other party to a Related Agreement into or with another entity or any transfer or disposition of any assets of Borrower or any Guarantor or any other party to a Related Agreement;

  (f) any extension (including without limitation extensions of time for payment), renewal, amendment, restructuring or restatement of, and any acceptance of late or partial payments under, the Credit Agreement, any of the Notes or any other Loan Document or any other Related Agreement, in whole or in part;

  (g) the existence, addition, modification, termination, reduction or impairment of value, or release of any other guaranty (or security therefor) of the Borrower's Liabilities;

  (h) any waiver of, forbearance or indulgence under, or other consent to any change in or departure from any term or provision contained in the Credit Agreement, any other Loan Document or any other Related Agreement, including without limitation any term pertaining to the payment or performance of the Borrower's Liabilities, any of the Guarantor's Obligations, or any of the obligations or liabilities of any party to any other Related Agreement; and

  (i) any other circumstance whatsoever (with or without notice to or knowledge of Guarantor) which may or might in any manner or to any extent vary the risks of Guarantor, or might otherwise constitute a legal or equitable defense available to, or discharge of, a surety or a guarantor, including without limitation any right to require or claim that resort be had to the Borrower or any other Guarantor or to any collateral in respect of the Borrower's Liabilities or Guarantors' Obligations.

  It is the express purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantor's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

4. Currency and Funds of Payment. All Guarantors' Obligations will be paid in lawful currency of the United States of America and in immediately available funds, regardless of any law, regulation or decree now or hereafter in effect that might in any manner affect the Borrower's Liabilities, or the rights of any Secured Party with respect thereto as against any Borrower, or cause or permit to be invoked any alteration in the time, amount or manner of payment by the Borrower of any or all of the Borrower's Liabilities.

5. Events of Default. Without limiting the provisions of Section 2 hereof, in the event that there shall occur and be continuing an Event of Default, then notwithstanding any collateral or other security or credit support for the Borrower's Liabilities, at the Agent's election

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and without notice thereof or demand therefor, the Guarantor's Obligations shall immediately be and become due and payable.

6. Subordination. Until this Guaranty Agreement is terminated in accordance with Section 23 hereof, Guarantor hereby unconditionally subordinates all present and future debts, liabilities or obligations now or hereafter owing to Guarantor (i) of the Borrower, to the payment in full of the Borrower's Liabilities, and (ii) of every other Guarantor (an "obligated guarantor"), to the payment in full of the Guarantor's Obligations of such obligated guarantor. All amounts due under such subordinated debts, liabilities, or obligations shall, upon the occurrence and during the continuance of an Event of Default, be collected and, upon request by the Agent, paid over forthwith to the Agent for the benefit of the Banks on account of the Borrower's Liabilities, the Guarantor's Obligations, or such other obligations, as applicable, and, after such request and pending such payment, shall be held by Guarantor as agent and bailee of the Agent and the Banks separate and apart from all other funds, property and accounts, of Guarantor.

7. Suits. In the event there shall occur and be continuing an Event of Default, Guarantor from time to time shall pay to the Agent for the benefit of the Banks, on demand, at the Agent's place of business set forth in the Credit Agreement or such other address as the Agent shall give notice of to Guarantor, the Guarantor's Obligations as they become or are declared due, and in the event such payment is not made forthwith, the Agent may proceed to suit against Guarantor. At the Agent's election, one or more and successive or concurrent suits may be brought hereon by the Agent against Guarantor, whether or not suit has been commenced against the Borrower, any other Guarantor, or any other Person and whether or not the Agent has taken or failed to take any other action to collect all or any portion of the Borrower's Liabilities or have taken or failed to take any actions against any collateral securing payment or performance of all or any portion of the Borrower's Liabilities, and irrespective of any event, occurrence, or condition described in Section 3 hereof.

8. Set-Off and Waiver. Guarantor waives any right to assert against any Secured Party as a defense, counterclaim, set-off, recoupment or cross claim, any defense (legal or equitable) or other claim which Guarantor may now or at any time hereafter have against Borrower or any Secured Party (with respect to Secured Party, this waiver shall not apply to a defense, counterclaim set-off, recoupment or cross claim arising solely out of Secured Party's gross negligence or willful misconduct) without waiving any additional defenses, set-offs, counterclaims or other claims otherwise available to Guarantor. Guarantor agrees that each Secured Party shall have a lien for all the Guarantor's Obligations upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned to such Secured Party or otherwise in the possession or control of such Secured Party for any purpose (other than solely for safekeeping) for the account or benefit of Guarantor, including any balance of any deposit account or of any credit of Guarantor with the Secured Party, whether now existing or hereafter established, and hereby authorizes each Secured Party from and after the occurrence of an Event of Default at any time or times with or without prior notice to apply such balances or any part thereof to such of the Guarantor's Obligations to the Agent and the Banks then due and in such amounts as provided for in the Credit Agreement. For the purposes of this Section 8 , all remittances and property shall be deemed to be in the possession of the Agent or a Bank as soon as the same may be put in transit to it by mail or carrier or by other bailee.

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9. Waiver of Notice; Subrogation.

• (a) Guarantor hereby waives to the extent permitted by law notice of the following events or occurrences: (i) acceptance of this Guaranty Agreement; (ii) the Banks' heretofore, now or from time to time hereafter making Loans and issuing Letters of Credit and otherwise loaning monies or extending credit to or for the benefit of Borrower, whether pursuant to the Credit Agreement or the Notes or any other Loan Document or Related Agreement or any amendments, modifications, or supplements thereto, or replacements or extensions thereof, (iii) presentment, demand, default, non-payment, partial payment and protest, and (iv) any other event, condition, or occurrence described in Section 3 hereof.

  (b) Guarantor hereby agrees that payment or performance by Guarantor of its Guarantors' Obligations under this Guaranty Agreement may be enforced by the Agent on behalf of the Banks upon demand by the Agent to Guarantor without the Agent being required, Guarantor expressly waiving to the extent permitted by law any right it may have to require the Agent, to (i) prosecute collection or seek to enforce or resort to any remedies against any Borrower or any other Guarantor of the Borrower's Liabilities, or (ii) seek to enforce or resort to any remedies with respect to any security interests, Liens or encumbrances granted to the Agent or any Bank or other party to a Related Agreement by Borrower, any other Guarantor or any other Person on account of the Borrower's Liabilities or any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE AGENT,

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Source: https://agreements.realdealdocs.com/Guarantee-Agreement/UNLIMITED-CONTINUING-GUARANTY-1498608/

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