Legal Guarantee Agreement

LEGAL GUARANTEE AGREEMENT

This Legal Guarantee Agreement (the Agreement) is made and entered into as of (Effective Date), by and between Guarantor Name: , with principal address at (Guarantor), and Beneficiary Name: , with principal address at (Beneficiary).

RECITALS

WHEREAS, Beneficiary and a third party identified as Principal Obligor have entered into one or more agreements, instruments or undertakings pursuant to which the Principal Obligor has obligations to pay or perform certain debts, liabilities or other obligations (collectively, the Guaranteed Obligations); and

WHEREAS, Guarantor is willing to guarantee the punctual payment and performance of the Guaranteed Obligations on the terms and subject to the conditions set forth herein; and

WHEREAS, it is the intent of the parties that this Agreement constitute a continuing, absolute and unconditional guarantee covering payment and performance and not merely collection or suretyship;

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Guaranteed Obligations" means all present and future obligations, liabilities and indebtedness of Principal Obligor to Beneficiary arising under or in connection with the agreement identified as: dated .

2. GUARANTEE

Guarantor absolutely, unconditionally and irrevocably guarantees to Beneficiary the full and punctual payment and performance when due (whether at stated maturity, by acceleration, by required prepayment, by reason of default or otherwise) of the Guaranteed Obligations. The obligations of Guarantor under this Agreement are primary and independent of the obligations of Principal Obligor.

The maximum aggregate liability of Guarantor under this Agreement shall not exceed (Maximum Liability), except as expressly provided otherwise in this Agreement.

3. NATURE AND EXTENT

This guarantee is a continuing guarantee of payment and performance and shall cover all Guaranteed Obligations existing on the Effective Date and subsequently arising. Guarantor's obligations shall not be discharged by any change in the terms of the Guaranteed Obligations, by indulgence, by release or by impairment of any collateral, security interest or guarantee unless such discharge is set forth in a written instrument executed by Beneficiary.

4. RIGHTS AND REMEDIES; ENFORCEMENT

Beneficiary may, at its election and without prior pursuit of remedies against Principal Obligor or any other person or enforcement of any collateral, proceed directly against Guarantor to enforce this Agreement. Beneficiary's exercise of any remedy shall not release Guarantor from liability hereunder unless expressly agreed in writing by Beneficiary.

In the event of an Event of Default under the Guaranteed Obligations, Beneficiary shall provide written notice to Guarantor at the address set forth in Section 9. Guarantor shall have days to cure the default if the Guaranteed Obligations expressly permit cure; provided that such cure period shall not limit Beneficiary's right to accelerate or exercise any available remedy if acceleration is permitted by the Guaranteed Obligations.

5. SUBROGATION; SUBSIDIARY RIGHTS

Upon payment by Guarantor of any amount under this Agreement, Guarantor shall be subrogated to all of Beneficiary's rights and remedies with respect to such payment, subject to any prior agreements between Beneficiary and Principal Obligor and subject to any right of set-off and recoupment. Guarantor shall not exercise subrogation rights until the Guaranteed Obligations are indefeasibly paid in full, except with Beneficiary's prior written consent.

6. REPRESENTATIONS AND WARRANTIES

Guarantor represents and warrants to Beneficiary that: (a) Guarantor is duly organized and validly existing under applicable law and has full power and authority to execute, deliver and perform this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other action; (c) this Agreement constitutes a valid, legal and binding obligation of Guarantor enforceable in accordance with its terms; and (d) neither the execution nor performance of this Agreement violates any law, order or agreement applicable to Guarantor.

7. COVENANTS

Guarantor covenants that it shall: (a) not revoke, amend or terminate this Agreement except with the prior written consent of Beneficiary; (b) promptly furnish to Beneficiary such financial information concerning Guarantor as Beneficiary may reasonably request; and (c) notify Beneficiary in writing of any event that would materially impair Guarantor's ability to perform its obligations hereunder within ten (10) days of becoming aware of such event.

8. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, when sent by nationally recognized overnight courier service, or three (3) days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested, to the addresses set forth above or such other address as a party may designate by notice to the other.

9. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement of the amendment, modification or waiver is sought. Failure to exercise any right or remedy shall not constitute a waiver of any other right or remedy.

10. ASSIGNMENT

Neither this Agreement nor any interest hereunder may be assigned by Guarantor without the prior written consent of Beneficiary; provided, however, that Beneficiary may assign its rights and obligations hereunder without the consent of Guarantor.

11. 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.

12. ENTIRE AGREEMENT

This Agreement, together with any documents executed contemporaneously herewith, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

13. SEVERABILITY

If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions shall remain in full force and effect.

14. COUNTERPARTS; EXECUTION

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

15. COSTS AND EXPENSES

The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys' fees, court costs and other expenses incurred in connection with such action, in addition to any other relief to which it may be entitled.

16. ADDITIONAL TERMS

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