Legal Company Guaranty Agreement

LEGAL COMPANY GUARANTY AGREEMENT

This GUARANTY AGREEMENT (this Agreement) is made and entered into as of by and between Beneficiary Name: , a organized under the laws of , with its principal place of business at (the "Beneficiary"), and Guarantor Name: , a organized under the laws of , with its principal place of business at (the "Guarantor").

RECITALS

WHEREAS, the Beneficiary has made or will make certain loans, advances, credits or other financial accommodations to or for the benefit of Principal Obligor: (the "Obligor"), pursuant to that certain agreement described as: .

WHEREAS, the Beneficiary conditions its willingness to extend or continue credit to the Obligor upon receipt of an absolute and unconditional guaranty of payment by the Guarantor; and

WHEREAS, the Guarantor is willing to guarantee the Obligations (as defined below) on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Obligations" means all present and future liabilities and obligations of the Obligor to the Beneficiary, whether direct or indirect, absolute or contingent, matured or unmatured, including without limitation principal, interest, fees, costs of collection, attorneys' fees and expenses, and other sums payable under the underlying agreement identified above.

2. GUARANTY

2.1 Guaranty. The Guarantor absolutely and unconditionally guarantees to the Beneficiary the full and punctual payment and performance when due of all Obligations. This guaranty is a continuing, absolute and unconditional guaranty of payment and not merely of collection.

2.2 Primary Liability. The Beneficiary may, at its election and without prior notice to or consent of the Guarantor, proceed against the Guarantor directly for payment of any Obligations without first proceeding against the Obligor or any other person or exhausting any security or collateral.

3. SCOPE AND EXTENT OF GUARANTY

3.1 Scope. This Guaranty covers all Obligations existing on the date hereof and all Obligations which may be incurred after the date hereof, whether arising under the original transaction or any extension, renewal, modification or replacement thereof.

3.2 No Subordination. The obligations of the Guarantor under this Agreement shall rank at least pari passu with any unsecured indebtedness of the Guarantor unless otherwise agreed in writing by the Beneficiary.

4. WAIVER OF DEFENSES

4.1 Guarantor expressly waives notice of acceptance of this Agreement, notice of extensions of credit, notice of existing defaults of the Obligor, presentment, demand for payment, protest and notice of protest, notice of dishonor, and any other notices with respect to the Obligations. The Guarantor further waives any right to require the Beneficiary to proceed against the Obligor or to pursue any other remedy before enforcing this Guaranty.

4.2 The Guarantor's liability hereunder shall not be affected by (a) any amendment, modification, extension or waiver of any agreement or instrument evidencing or relating to the Obligations, (b) any release, impairment or failure to realize upon any collateral or security given for the Obligations, or (c) any impairment or release of any party primarily or secondarily liable for the Obligations, whether by operation of law or otherwise, except as expressly provided in a written agreement signed by the Beneficiary.

5. REMEDIES

5.1 Cumulative Remedies. All rights and remedies of the Beneficiary under this Agreement are cumulative and may be exercised singularly or concurrently. The Beneficiary shall be entitled to recover from the Guarantor any and all reasonable costs and expenses, including attorneys' fees, incurred in enforcing this Agreement.

6. SUBROGATION; SETOFF

6.1 Subrogation. Until all Obligations have been indefeasibly paid in full, the Guarantor shall not exercise any rights of subrogation, reimbursement, contribution, or indemnity that the Guarantor may acquire as a result of payment of the Obligations, and shall not claim any right of setoff or counterclaim against the Beneficiary.

7. REPRESENTATIONS AND WARRANTIES

The Guarantor represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has full corporate power and authority to execute, deliver and perform this Agreement; (c) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate action; and (d) this Agreement constitutes a valid and binding obligation of the Guarantor enforceable in accordance with its terms.

8. COVENANTS

The Guarantor covenants that it will not, without the prior written consent of the Beneficiary, take any action that would materially impair the ability of the Guarantor to perform its obligations under this Agreement, including but not limited to dissolution, merger, sale of substantially all assets, or incurrence of liens that would subordinate the Guarantor's obligations hereunder.

9. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, sent by nationally recognized overnight courier, or mailed by registered or certified mail, return receipt requested, to the parties at their respective addresses set forth below or to such other address as a party may designate by notice to the other parties.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT; AMENDMENT; WAIVER; SEVERABILITY

11.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, relating to such subject matter.

11.2 Amendment and Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party to be charged. No failure or delay by the Beneficiary in exercising any right shall operate as a waiver of such right.

11.3 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

12. ASSIGNMENT; SUCCESSORS

The Beneficiary may assign or transfer any or all of its rights and obligations under this Agreement without the consent of the Guarantor. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

13. COSTS AND EXPENSES

The Guarantor agrees to pay on demand all costs and expenses (including reasonable attorneys' fees) incurred by the Beneficiary in enforcing this Agreement or in protecting or preserving its rights with respect to the Obligations.

14. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic image shall be effective as originals.

15. FURTHER ASSURANCES

Each party shall execute and deliver such further documents and do such further acts and things as may be reasonably necessary to carry out the purposes of this Agreement.

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