Legal Guaranties Form

LEGAL GUARANTIES FORM

This Guaranty Agreement (the Agreement) is made this day of , , by and between Creditor Name: and Guarantor Name: .

RECITALS

WHEREAS, Creditor has extended or may extend credit, loans, goods or services (collectively, the Obligations) to or for the benefit of a principal obligor or account identified in the credit documentation;

WHEREAS, Guarantor is willing to guarantee the payment and performance of the Obligations on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, Creditor is willing to accept this guaranty as additional security for the Obligations.

NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings: "Obligations" means all present and future indebtedness, liabilities, duties and obligations of any kind of the Principal to Creditor, whether direct or indirect, absolute or contingent, due or to become due, including interest, fees, costs and expenses of collection. "Principal" means the person or entity primarily liable for the Obligations as identified in Creditor's records.

2. GUARANTY

Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Creditor the full and punctual payment and performance when due of the Obligations. This is a guaranty of payment and not merely of collection. Guarantor agrees that Creditor may, at its option and without notice to or consent of Guarantor, extend, renew, accelerate, modify or otherwise change the time for payment or terms of the Obligations, release or substitute any collateral or any party, and otherwise deal with the Principal or any other guarantor, and such action shall not release or diminish Guarantor's liability hereunder.

3. SCOPE AND LIMITATION

The guaranty granted by Guarantor shall extend to all Obligations that exist on the date hereof and to any Obligations incurred or arising thereafter until this Agreement is terminated in accordance with Section 6. The maximum aggregate liability of Guarantor under this Agreement shall not exceed unless otherwise agreed in a written amendment signed by Creditor.

Guarantor elects that the nature of this guaranty shall be: Continuing and irrevocable Joint and several with other guarantors

4. NATURE OF LIABILITY; DEFENSES WAIVED

Guarantor waives any right to require Creditor to proceed against the Principal or to pursue any other remedy prior to enforcing this guaranty. Guarantor waives any defense arising by reason of any disability or other defense of the Principal, any statute of limitations to the extent permitted by applicable law, and any right to assert that Creditor's remedies are impaired by Creditor's action or inaction, except to the extent Creditor's actions cause material prejudice to Guarantor.

5. DEFAULT; REMEDIES

Upon the occurrence of an Event of Default under the Obligations, Creditor may, at its election, declare all or any portion of the Obligations immediately due and payable and exercise any and all rights and remedies available at law or in equity against Guarantor. Creditor may exercise such remedies without first exhausting remedies against the Principal or any collateral.

6. DURATION; TERMINATION

This Agreement shall continue in full force and effect until such time as Creditor delivers to Guarantor a written release signed by an authorized officer of Creditor or until the Obligations have been paid and performed in full and Creditor has no further liability or obligation to the Principal. Termination shall not affect Guarantor's liability with respect to any Obligations incurred prior to the effective date of termination.

7. SUBROGATION; CONTRIBUTION

Until all Obligations are indefeasibly paid in full and Creditor has no liability with respect to the Obligations, Guarantor shall have no right to subrogation against the Principal and shall not exercise any rights of contribution, reimbursement or indemnity from any person for amounts paid under this Agreement, except to the extent and subject to such rights as Creditor may expressly assign or release in writing.

8. REPRESENTATIONS AND WARRANTIES

Guarantor represents and warrants that Guarantor has full power and authority to execute, deliver and perform this Agreement; that this Agreement constitutes a legal, valid and binding obligation of Guarantor enforceable in accordance with its terms; and that the execution and delivery of this Agreement will not violate any law, agreement or corporate governance requirement applicable to Guarantor.

9. INDEMNITY

Guarantor shall indemnify Creditor against and hold Creditor harmless from all losses, liabilities, costs and expenses (including reasonable attorneys' fees) incurred by Creditor in enforcing any of its rights under this Agreement or in collecting amounts due from Guarantor pursuant to this Agreement.

10. NOTICES

All notices, demands and communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, overnight courier, registered or certified mail (return receipt requested) or other method agreed by the parties, addressed as follows until changed by written notice:

11. AMENDMENTS; WAIVER

No amendment, modification or supplement of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of Creditor and by Guarantor. No failure or delay by Creditor in exercising any right shall operate as a waiver thereof, and no single or partial exercise of any right shall preclude any other or further exercise of that right.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of this Agreement.

13. ENTIRE AGREEMENT; SEVERABILITY

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. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it valid and enforceable.

14. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding for all purposes.

15. ADDITIONAL PROVISIONS

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