Legal Guaranty Agreement

LEGAL GUARANTY AGREEMENT

This Legal Guaranty Agreement (the "Agreement") is made as of by and between Creditor Name: , with principal place of business at ("Creditor"), and Guarantor Name: , with principal place of business at ("Guarantor"). The Creditor and Guarantor are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Debtor Name: has entered into or will enter into certain agreements, loans, or other obligations to Creditor described herein (the "Obligations"); and

WHEREAS, Creditor requires a guaranty of payment and performance of the Obligations as a condition to extending or continuing credit to Debtor; and

WHEREAS, Guarantor is willing to guaranty such Obligations on the terms and conditions set forth 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 liabilities, indebtedness, obligations, duties, costs, expenses (including reasonable attorneys' fees), interest and charges of any nature whatsoever owing by Debtor to Creditor arising under, in connection with, or related to the instrument(s) or transaction(s) described as:

1.2 "Guaranty Limit" means the maximum aggregate liability of Guarantor under this Agreement: $ .

2. GUARANTY

2.1 Guaranty of Payment and Performance. Guarantor absolutely, unconditionally and irrevocably guarantees to Creditor the prompt payment and performance when due of the Obligations up to the Guaranty Limit. This is a guaranty of payment and performance and not of collection; however, Creditor may proceed directly against Guarantor without first proceeding against Debtor or exhausting any collateral.

2.2 Primary Liability. The liability of Guarantor under this Agreement shall be primary and independent of any other obligation or remedy of Creditor, and a separate action may be brought and prosecuted against Guarantor whether or not any action is brought against Debtor or any other person.

3. NATURE OF GUARANTY; EXTENSIONS; MODIFICATIONS

3.1 No Waiver Required. Guarantor's obligations under this Agreement shall not be affected by (a) any extension, forbearance, modification, compromise, renewal, substitution, or release of any Obligation or any security therefor; (b) any bankruptcy, insolvency, reorganization, or other proceedings affecting Debtor or any obligor; or (c) any assignment by Creditor of any Obligation or of any rights arising under this Agreement.

3.2 Creditor's Elections. Creditor may, in its sole discretion and without notice to Guarantor, take or refrain from taking any action with respect to the Obligations or any collateral securing the Obligations, and any such action or inaction shall not release or impair Guarantor's liability hereunder.

4. DEFAULT; REMEDIES

4.1 Event of Default. An "Event of Default" shall include any failure by Debtor to pay any portion of the Obligations when due, or any other breach of an agreement giving rise to the Obligations. Upon occurrence of an Event of Default, Creditor shall have the rights and remedies provided herein and at law or in equity.

4.2 Remedies. Upon an Event of Default, Creditor may, at its election and without notice to or demand upon Guarantor (except as expressly required by applicable law), exercise any and all rights and remedies available under this Agreement, the Obligations, or applicable law, including accelerating all amounts owed, and pursuing collection from Guarantor. All remedies are cumulative and may be pursued singularly or concurrently.

5. SUBROGATION AND SUBORDINATION

5.1 No Subrogation Until Payment. Guarantor shall have no right of subrogation, reimbursement or indemnity against Debtor and shall not exercise any right of subrogation until all Obligations have been indefeasibly paid in full and Creditor's rights have been satisfied.

5.2 No Setoff. Guarantor shall not exercise any right of setoff, counterclaim, or defense against Creditor based upon any claim Guarantor may have against Debtor unless and until Guarantor has fully satisfied the Obligations and Creditor's claims.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 Guarantor Representations and Warranties. Guarantor represents and warrants to Creditor that: (a) Guarantor has full power and authority to execute and deliver this Agreement and to incur the liabilities and obligations hereunder; (b) this Agreement has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation of Guarantor enforceable in accordance with its terms (subject to applicable bankruptcy and insolvency laws); and (c) the execution, delivery and performance of this Agreement will not violate the organizational documents of Guarantor or any applicable law, judgment, order or agreement.

6.2 Financial Condition. Guarantor warrants that its financial condition as disclosed to Creditor is true and that there has been no material adverse change in its financial condition since such disclosure that would reasonably be expected to impair Guarantor's ability to perform under this Agreement.

7. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), by overnight courier, or by recognized national courier service to the addresses set forth below (or to such other address as either Party shall have specified by written notice to the other):

8. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

9. ATTORNEYS' FEES; COSTS

If Creditor enforces any of its rights under this Agreement by suit or otherwise, Guarantor shall pay to Creditor all reasonable costs and expenses incurred by Creditor, including reasonable attorneys' fees, expert witness fees and court costs.

10. ENTIRE AGREEMENT; AMENDMENT; WAIVER; SEVERABILITY

10.1 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 and understandings, whether written or oral, relating to such subject matter.

10.2 Amendment and Waiver. No amendment or modification of this Agreement shall be effective unless in writing and signed by the Parties. No waiver of any provision shall be valid unless in writing and signed by the Party against whom enforcement is sought, and no waiver shall be deemed a waiver of any other right or future default.

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

11. MISCELLANEOUS

11.1 Counterparts. 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. Facsimile or electronic signatures shall be effective as originals.

11.2 No Assignment. Guarantor may not assign its obligations under this Agreement without the prior written consent of Creditor, and any assignment without such consent shall be null and void.

REPRESENTATIVE SIGNATURE AUTHORITY

Each individual executing this Agreement on behalf of a Party represents and warrants that he or she is authorized to do so and that this Agreement is binding upon the Party in accordance with its terms.

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