Legal Guarantee Document

LEGAL GUARANTEE AGREEMENT

This Legal Guarantee Agreement (the Agreement) is made as of Effective Date: by and between Beneficiary Name: whose address for notices is , and Guarantor Name: , whose address for notices is . The Principal Obligor under the underlying obligation is Principal Obligor Name: .

RECITALS

WHEREAS, Beneficiary is a party entitled to payment or performance by Principal Obligor under certain agreements, instruments, loans, or other obligations described herein (the Obligations); and

WHEREAS, Guarantor has agreed to guarantee the punctual payment and performance of the Obligations up to the Maximum Liability set forth below, to induce Beneficiary to extend credit, enter into or continue business relations with Principal Obligor; and

WHEREAS, the parties desire to set forth the terms and conditions of that guarantee in this Agreement.

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

1. DEFINITIONS

1.1 "Obligations" means all present and future indebtedness, liabilities, duties and obligations of Principal Obligor to Beneficiary arising under or related to the agreements or instruments identified in Schedule A attached hereto and any renewals, extensions or modifications thereof.

1.2 "Guaranteed Obligations" means the Obligations described in Section 1.1 and any collateral obligations, fees, interest, and costs incurred by Beneficiary in enforcing this Agreement, up to the Maximum Liability.

1.3 "Maximum Liability" shall mean the aggregate maximum monetary liability of Guarantor hereunder, which shall not exceed (including principal, interest, fees, costs and expenses).

2. GUARANTEE

2.1 Guarantee. Guarantor absolutely, unconditionally and irrevocably guarantees to Beneficiary the full and punctual payment and performance of the Guaranteed Obligations. This guarantee is primary and independent of the obligations of Principal Obligor. Beneficiary may proceed against Guarantor under this Agreement without first exhausting any right, power or remedy against Principal Obligor or any other person or asset.

2.2 Continuing and Several. This Guarantee shall be a continuing obligation, separate and several from any other guaranty or obligation of Guarantor or any other party, and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly paid and performed or the Maximum Liability has been satisfied.

3. PAYMENT ON DEMAND

3.1 Demand. Upon Beneficiary's written demand, substantially identifying the Guaranteed Obligations and stating the amount due, Guarantor shall, within the time period specified in such demand (which shall not be less than ten (10) business days unless otherwise agreed in writing), pay to Beneficiary the amount demanded, subject to the Maximum Liability.

3.2 Manner of Payment. All payments by Guarantor shall be made in lawful money of the United States or as otherwise agreed, free and clear of any deduction, set-off or counterclaim, to the address for notices designated by Beneficiary.

4. WAIVER OF DEFENSES

Guarantor expressly waives: (a) notice of acceptance of this Agreement and of any extension, modification, renewal or amendment of the Guaranteed Obligations; (b) demand, presentment, protest and notice of default or nonpayment by Principal Obligor; and (c) any defense arising by reason of Beneficiary's election to enforce rights against Principal Obligor or others, the invalidity, unenforceability or discharge of any part of the Obligations, or any action taken by Beneficiary in respect thereof, except for defenses based upon payment in full of the Guaranteed Obligations.

5. SUBROGATION AND REIMBURSEMENT

5.1 Subrogation. Subject to the rights of Beneficiary and only to the extent Guarantor has performed under this Agreement, Guarantor shall be subrogated to the rights of Beneficiary against Principal Obligor. Guarantor shall not exercise any right of subrogation, reimbursement, indemnity, contribution or similar remedy until all Guaranteed Obligations have been indefeasibly paid in full and the Maximum Liability has been satisfied.

5.2 Reimbursement. Guarantor shall, upon demand, reimburse Beneficiary for any amounts paid or expenses incurred by Beneficiary in enforcing the Guaranteed Obligations, including reasonable attorneys' fees and legal expenses, subject to the Maximum Liability.

6. EXPENSES AND ATTORNEYS' FEES

If Beneficiary incurs costs or expenses, including reasonable attorneys' fees, in collection or enforcement of the Guaranteed Obligations or this Agreement, Guarantor shall pay such costs and expenses on demand. Such amounts shall be included within the Guaranteed Obligations and subject to the Maximum Liability.

7. REPRESENTATIONS AND WARRANTIES

Guarantor represents and warrants that: (a) it is duly organized, validly existing and in good standing under applicable law and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action; and (c) this Agreement constitutes a valid, legal and binding obligation of Guarantor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally.

8. NOTICES

All notices, demands and communications under this Agreement shall be in writing and shall be delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above (or to such other address as a party may designate by written notice). Notices shall be effective upon receipt.

9. ASSIGNMENT

Beneficiary may assign or transfer any of its rights under this Agreement, in whole or in part, without the consent of Guarantor. Guarantor may not assign its obligations hereunder without the prior written consent of Beneficiary, which consent shall not be unreasonably withheld.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , excluding that State’s conflicts of law rules.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

12. AMENDMENT AND WAIVER

No amendment 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 or waiver is sought. No failure or delay by Beneficiary in exercising any right shall operate as a waiver thereof.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired and shall remain in full force and effect.

14. COUNTERPARTS

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

15. DURATION AND TERMINATION

This Guarantee shall remain in full force and effect until the Guaranteed Obligations have been paid and performed in full and the Maximum Liability has been satisfied, unless earlier terminated in writing by Beneficiary and Guarantor upon full discharge of the Guaranteed Obligations.

16. MISCELLANEOUS

16.1 Remedies Cumulative. The rights and remedies of Beneficiary under this Agreement are cumulative and are in addition to all other rights and remedies available at law or in equity.

16.2 Interpretation. The headings in this Agreement are for convenience only and shall not affect its interpretation. The singular includes the plural and vice versa.

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