Legal Guarantee Letter

LEGAL GUARANTEE LETTER

This Legal Guarantee Letter (the "Guarantee") is made as of by Guarantor Name: with principal address at in favor of Beneficiary Name: with principal address at concerning obligations of Debtor Name: under that certain agreement dated (the "Underlying Agreement").

RECITALS

WHEREAS, Beneficiary and Debtor have entered into the Underlying Agreement creating certain payment and performance obligations (the "Obligations");

WHEREAS, Guarantor has agreed to guarantee performance and payment of the Obligations for the benefit of Beneficiary on the terms set forth herein; and

WHEREAS, Beneficiary is willing to accept this Guarantee as an inducement to extend credit or other accommodation to Debtor.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1. "Guaranteed Obligations" means all present and future liabilities, obligations, debts, duties, costs, fees and expenses of Debtor to Beneficiary arising under or in connection with the Underlying Agreement, whether for payment, performance, indemnity, interest, penalties or costs, including reasonable attorneys' fees and collection costs, up to the Guaranteed Maximum Amount set forth in Section 2.2.

2. GUARANTEE

2.1. Guarantee of Payment and Performance. Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Beneficiary the full, prompt and complete payment and performance of the Guaranteed Obligations by Debtor. This guarantee is a continuing guarantee and shall remain in full force and effect until the Guaranteed Obligations have been fully paid and performed.

2.2. Guaranteed Maximum Amount. The aggregate liability of Guarantor under this Guarantee shall not exceed (the "Guaranteed Maximum Amount"), plus all accrued interest, fees and costs recoverable under this Guarantee.

3. NATURE OF LIABILITY; DEMAND

3.1. Primary Liability. The liability of Guarantor under this Guarantee is direct, absolute and unconditional and shall be independent of any other agreement between Debtor and Beneficiary. Beneficiary may proceed directly against Guarantor without first proceeding against Debtor or resorting to any security or collateral.

3.2. Demand. If any Guaranteed Obligation is not paid or performed when due, Beneficiary may deliver written demand to Guarantor for immediate payment or performance. Upon receipt of such demand, Guarantor shall promptly pay or perform the Guaranteed Obligation without set-off, counterclaim or deduction.

4. WAIVERS AND RIGHTS OF BENEFICIARY

4.1. Waiver of Defenses. Guarantor waives presentment, demand, protest, notice of dishonor and notice of acceptance of this Guarantee and any defense arising by reason of any disability or other defense of Debtor or any stay or extension of time of payment. Guarantor shall not assert any counterclaim, deduction or set-off against Beneficiary in respect of any payment due under this Guarantee.

4.2. Preservation of Rights. Beneficiary's rights under this Guarantee shall be cumulative, and Beneficiary may, at its election, pursue any remedy available at law or in equity against Guarantor and/or Debtor. Acceptance of this Guarantee by Beneficiary shall not constitute a waiver of any rights.

5. SUBROGATION; REIMBURSEMENT

5.1. No Subrogation Prior to Payment. Guarantor shall not exercise any right of subrogation, reimbursement, indemnity or contribution against Debtor, collateral or any other person until all Guaranteed Obligations have been indefeasibly paid in full and all liabilities of Guarantor under this Guarantee are discharged.

5.2. Right to Reimbursement. If Guarantor pays any amount under this Guarantee, Guarantor shall be entitled to reimbursement from Debtor for such payments and may exercise all rights against Debtor to recover such amounts, subject to Section 5.1.

6. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

7. REPRESENTATIONS AND WARRANTIES

Guarantor represents and warrants to Beneficiary that (a) Guarantor has full power and authority to execute and deliver this Guarantee and to perform all obligations hereunder; (b) this Guarantee constitutes a legal, valid and binding obligation of Guarantor enforceable in accordance with its terms; and (c) the execution, delivery and performance of this Guarantee do not violate any agreement, law or order to which Guarantor is subject.

8. COSTS AND ATTORNEYS' FEES

If Beneficiary enforces this Guarantee by legal action or otherwise, Guarantor shall pay all reasonable costs of collection, including attorneys' fees, court costs and expenses incurred by Beneficiary in connection therewith, to the extent permitted by applicable law.

9. TERMINATION

This Guarantee shall terminate only when (a) all Guaranteed Obligations have been fully satisfied and performed; or (b) Beneficiary provides Guarantor with a written release specifically referencing this Guarantee. Termination shall not affect liabilities incurred prior to the effective date of termination.

10. GOVERNING LAW; VENUE

This Guarantee shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. The parties submit to the exclusive jurisdiction of the courts located in that State with respect to any dispute arising under or in connection with this Guarantee.

11. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY; COUNTERPARTS

This Guarantee, together with the Underlying Agreement to the extent expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. This Guarantee may be amended only by a written instrument signed by both Guarantor and Beneficiary. If any provision of this Guarantee is held invalid or unenforceable, the remainder shall remain in full force and effect. This Guarantee 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.

12. MISCELLANEOUS

No delay or failure by Beneficiary to exercise any right hereunder shall operate as a waiver of such right. Any waiver must be in writing and signed by the waiving party. The obligations of Guarantor under this Guarantee are binding upon Guarantor and its successors and assigns.

IN WITNESS WHEREOF, the parties hereto have executed this Guarantee as of the date first written above.

Sign Now