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Continuing Guaranty

This is an actual contract by Rush Enterprises.

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Sectors: Specialty Retail
Governing Law: Texas, View Texas State Laws
Effective Date: September 20, 2005
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CONTINUING GUARANTY



For Valuable Consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned, for themselves, their successors and assigns (" Guarantor") jointly and severally and in solido, hereby unconditionally guarantee to General Electric Capital Corporation and its successors, endorsees and assigns, (collectively called "GE Capital" ) that each of Rush Truck Centers of Alabama, Inc.; Rush Truck Centers of Arizona, Inc.; Rush Truck Centers of California, Inc.; Rush Truck Centers of Colorado, Inc.; Rush Truck Centers of Florida, Inc.; Rush Truck Centers of New Mexico, Inc.; Rush Truck Centers of Oklahoma, Inc.; Rush Truck Centers of Tennessee, Inc. and Rush Truck Centers of Texas, LP (individually and collectively the "Company"); shall promptly and fully pay all of its present and future liabilities, obligations and indebtedness to GE Capital, matured or unmatured, which represent advances to the Company by GE Capital pursuant to that certain Wholesale Security Agreement dated as of September 20, 2005, between GE Capital and the Company (as now or hereafter amended), as well as all interest which accrues thereon and all reasonable costs of collection of the same in the event of a default by the Company in the payment of such advances and/or accrued interest (all of which liabilities, obligations and indebtedness are herein individually and collectively called the "Indebtedness" ), not to exceed the total principal sum of Three Hundred Million Dollars ($300,000,000.00) in principal outstanding at any given point in time, plus all unpaid interest, which has or thereafter accrues thereon, plus all reasonable costs incurred by GE Capital in the enforcement of its rights and remedies or the collection of such principal and accrued interest. This Guaranty is an absolute and unconditional guarantee of payment and not of collectibility. The liability of Guarantor hereunder is not conditional or contingent upon the genuineness or validity of (i) any signatures on any instruments, agreements or chattel paper related thereto (collectively called " Agreements") given to GE Capital by the Company and for which GE Capital advanced funds to or on behalf of the Company in reliance thereon (ii) any security or collateral therefore (collectively called "Security") or the pursuit by GE Capital of any rights or remedies which it now has or may hereafter have. If the Company fails to pay the Indebtedness promptly as the same becomes due, or otherwise fails to perform any obligation under any of the Agreements the Company executes in connection with the Indebtedness, Guarantor agrees to pay on demand the entire Indebtedness and all reasonable costs, attorneys92 fees and expenses which may be incurred by GE Capital by reason of the Company92s default or the default of Guarantor hereunder, and agrees to be bound by and to pay on demand any deficiency established by the sale of any of the Agreements or any Security , all without relief from valuation and appraisement laws and without requiring GE Capital to (i) proceed against the Company by suit or otherwise, (ii) foreclose, proceed against, liquidate or exhaust any of the Agreements or Security, or (iii) exercise, pursue or enforce any right or remedy GE Capital may have against the Company, any co-Guarantor (whether hereunder or under a separate instrument) or any other party. Guarantor agrees that: this Guaranty shall not be discharged or affected by any circumstances which constitute a legal or equitable discharge of a guarantor or surety, including but not limited to the Company92s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting the Company or any of its assets, or by the dissolution of Guarantor; the records of GE Capital shall be received as prima facie evidence of the amount of the Indebtedness at any time owing; one or more successive or concurrent suits may be brought and maintained against Guarantor , at the option of GE Capital, with or without joinder of the Company or any co- Guarantor (whether hereunder or under a separate instrument) as parties thereto; and Guarantor will not seek a change of venue from any jurisdiction or court in which any action, proceeding or litigation is commenced.



GUARANTOR HEREBY WAIVES NOTICE OF ANY ADVERSE CHANGE IN THE COMPANY92S CONDITION OR OF ANY OTHER FACT, WHICH MIGHT MATERIALLY INCREASE GUARANTOR92S RISK, WHETHER OR NOT GE CAPITAL HAS KNOWLEDGE OF THE SAME. GUARANTOR ALSO HEREBY WAIVES ANY CLAIM, RIGHT OR REMEDY WHICH SUCH GUARANTOR MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST THE COMPANY THAT ARISES HEREUNDER AND/OR FROM THE PERFORMANCE BY ANY GUARANTOR HEREUNDER INCLUDING, WITHOUT LIMITATION, ANY CLAIM, REMEDY OR RIGHT OF SUBROGATION, REIMBURSEMENT, EXONERATION, CONTRIBUTION, INDEMNIFICATION, OR PARTICIPATION IN ANY CLAIM, RIGHT OR REMEDY OF GE CAPITAL AGAINST THE COMPANY OR ANY SECURITY WHICH GE CAPIT
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