Legal Guarantee Term

LEGAL GUARANTEE TERM

This Legal Guarantee Term (the "Guarantee") is made as of by and between Creditor Name: , with primary address at (hereinafter "Creditor"), and Guarantor Name: , with address at (hereinafter "Guarantor").

RECITALS

WHEREAS, Principal Obligor Name: (the "Obligor") is or will be indebted to Creditor under that certain agreement described as: (the "Obligations");

WHEREAS, Creditor requires an assurance of payment and performance of the Obligations and Guarantor has agreed to guarantee such Obligations on the terms set forth herein;

WHEREAS, Guarantor consents to be bound by the terms and covenants of this Guarantee in order to induce Creditor to extend or continue credit, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

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

1. DEFINITIONS

1.1 "Guaranteed Obligations" means all present and future indebtedness, liabilities, obligations, covenants, debts, costs, expenses (including attorneys' fees and collection costs), interest and other amounts payable by the Obligor to Creditor under the Obligation described above, whether direct or indirect, absolute or contingent, primary or secondary, now existing or hereafter arising.

1.2 Terms defined elsewhere in this Guarantee shall have the meanings ascribed to them where used.

2. GUARANTEE

2.1 Guarantee. Guarantor absolutely, unconditionally and irrevocably guarantees to Creditor the full and punctual payment and performance of the Guaranteed Obligations. This Guarantee is a guarantee of payment and not merely of collection. Guarantor's obligation is primary, direct and independent of the Obligations of the Obligor.

2.2 Continuing Nature. This Guarantee shall be continuing and shall remain in full force and effect until the full payment and satisfaction of all Guaranteed Obligations, notwithstanding any intermediate settlements, renewals, extensions, or modifications of such Guaranteed Obligations.

3. SCOPE OF LIABILITY

3.1 Maximum Liability. Guarantor's aggregate liability under this Guarantee shall not exceed . Notwithstanding the foregoing, interest, costs, fees and other charges may be added as permitted under applicable law and shall be payable by Guarantor.

3.2 No Requirement to Exhaust Remedies. Creditor may proceed directly against Guarantor without first exhausting remedies against the Obligor or any other party, and Guarantor waives any right to require Creditor to pursue any other party or security before seeking enforcement of this Guarantee.

4. REPRESENTATIONS AND WARRANTIES

Guarantor represents and warrants to Creditor that: (a) Guarantor has full power, authority and legal capacity to execute and deliver this Guarantee and to perform its obligations hereunder; (b) this Guarantee constitutes a legal, valid and binding obligation enforceable in accordance with its terms; (c) execution, delivery and performance will not violate any law or contractual obligation applicable to Guarantor; and (d) there is no pending action or proceeding that would materially impair Guarantor's ability to perform under this Guarantee.

5. DEFAULT, REMEDIES AND INTEREST

Upon the occurrence of any Event of Default with respect to the Obligations, Creditor may, at its option and without prior notice to Guarantor to the extent permitted by law, declare all Guaranteed Obligations immediately due and payable and pursue all remedies available at law or in equity against Guarantor. Guarantor shall pay interest on any amount due under this Guarantee at the rate applicable to the Obligations or, if no rate is specified, at the maximum rate permitted by law.

6. SUBROGATION; WAIVERS

Guarantor hereby waives, to the fullest extent permitted by law, any right of subrogation, reimbursement, indemnity, or contribution against the Obligor, and any right to enforce any remedy against the Obligor or any collateral until the Guaranteed Obligations have been paid in full. Guarantor also waives any defense arising from any change in the Obligations or in the legal relations among Creditor, Obligor and Guarantor, including defenses based on alteration, extension, impairment, or release of collateral or other parties.

7. NOTICES

All notices required or permitted under this Guarantee must be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after being mailed by certified mail, return receipt requested, to the addresses provided above or to such other address as either party may designate by notice.

8. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Guarantee shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by Creditor in exercising any right shall operate as a waiver of such right.

9. ASSIGNMENT

Creditor may assign, transfer or pledge its rights under this Guarantee without notice to or consent from Guarantor. Guarantor may not assign or delegate its duties or obligations under this Guarantee without the prior written consent of Creditor.

10. GOVERNING LAW

This Guarantee shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT

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

12. SEVERABILITY

If any provision of this Guarantee is held to be invalid, illegal or unenforceable under applicable law, such provision shall be deleted or limited to the minimum extent necessary and the remainder of this Guarantee shall remain in full force and effect.

13. COSTS AND EXPENSES

Guarantor agrees to pay on demand all reasonable out-of-pocket costs and expenses (including attorneys' fees) incurred by Creditor in enforcing this Guarantee or collecting any Guaranteed Obligations after default, to the extent permitted by law.

14. COUNTERPARTS

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. Facsimile or electronic images of signatures shall be deemed originals for all purposes.

ADDITIONAL INFORMATION

Individual    Corporation    Limited Liability Company (LLC)    Partnership

Guarantor acknowledges that it has had the opportunity to obtain independent legal advice with respect to this Guarantee, that it has read and understands the terms hereof, and that this Guarantee is executed voluntarily and with full knowledge of its legal effect.

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