Legal PG Document

LEGAL PG DOCUMENT

This Personal Guarantee Agreement (the Agreement) is made as of by and between Creditor Name: located at Creditor Address: (referred to herein as "Creditor") and Guarantor Name: located at Guarantor Address: (referred to herein as "Guarantor").

RECITALS

WHEREAS, Creditor has extended or may from time to time extend credit, financial accommodations or other financial accommodations pursuant to one or more agreements and related instruments, including without limitation promissory notes, security agreements and other agreements described as Obligations; and

WHEREAS, Obligor Name: is or will be primarily liable for certain Obligations under the agreement dated in the principal amount of (the Obligations); and

WHEREAS, Guarantor has agreed to guaranty the prompt payment and performance of the Obligations on the terms and conditions set forth in this Agreement.

NOW, THEREFORE

In consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. GUARANTY

1.1 Guarantee of Payment. Guarantor absolutely, unconditionally and irrevocably guarantees to Creditor the prompt payment and performance when due, of all Obligations now existing or hereafter arising, whether direct or indirect, absolute or contingent, matured or unmatured, and whether incurred by the Obligor or any other person (collectively, the Obligations). This is a guaranty of payment and not of collection.

1.2 Extent of Liability. Guarantor's liability under this Agreement shall be primary, continuing and joint and several with Obligor, and shall not be limited by any extension or modification of credit, by any renewal, extension, or alteration of any Obligation, or by any release or discharge of any Obligor, unless Creditor executes a written release addressed to Guarantor expressly releasing Guarantor from liability.

2. NATURE OF OBLIGATIONS

2.1 Definition. "Obligations" shall include all debts, liabilities, costs, fees (including reasonable attorneys' fees), interest, and other amounts now or hereafter owing by Obligor to Creditor under any agreement between Creditor and Obligor identified as:

2.2 Maximum Liability. The aggregate liability of Guarantor under this Agreement shall not exceed unless Guarantor executes a written modification consenting to an increase in such liability.

3. CONTINUING GUARANTY; TERMINATION

This Guarantee is a continuing guaranty and shall remain in full force and effect until all Obligations have been paid in full and Creditor has delivered to Guarantor a written release. Termination of Creditor's rights against Obligor shall not affect Creditor's rights against Guarantor unless expressly stated in a signed writing.

4. WAIVERS BY GUARANTOR

Guarantor hereby waives presentment, demand for payment, protest, notice of dishonor, notice of default, notice of acceleration, notice of nonpayment and any right to require Creditor to proceed against Obligor or any collateral or to pursue any other remedy before proceeding against Guarantor. Guarantor waives all suretyship defenses and any defense based upon impairment of collateral, release or amendment of the Obligations, or Creditor's failure to pursue collection from Obligor.

5. REMEDIES; ACCELERATION

Upon default by Obligor, Creditor may, at its option and without notice to or consent of Guarantor, accelerate any or all Obligations and exercise any remedy available at law or in equity with respect to Guarantor's assets. Creditor's acceptance of partial payments or modifications of terms shall not waive any default or release Guarantor unless done in writing by Creditor.

6. SUBROGATION AND SUBORDINATION

6.1 No Subrogation Until Payment. Guarantor shall not exercise any rights of subrogation, reimbursement, contribution or indemnity against Obligor nor exercise any rights to participate in collateral until all Obligations have been indefeasibly paid in full.

6.2 Subordination. Any claim Guarantor may have against Obligor shall be subordinate to the claims of Creditor to the extent necessary to protect Creditor's rights hereunder.

7. REPRESENTATIONS AND WARRANTIES

Guarantor represents and warrants that Guarantor has full power and authority to enter into this Agreement, that this Agreement constitutes a valid and binding obligation enforceable against Guarantor in accordance with its terms, and that no consent, approval or authorization of any third party is required except as disclosed in writing to Creditor.

8. NOTICES

Notices shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or to such other address as either party may designate by notice to the other in accordance with this Section. Notices shall be effective upon receipt or, in the case of certified mail, upon receipt as evidenced by the signed return receipt.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

10. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY; WAIVER; COUNTERPARTS

10.1 Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any prior agreements and understandings, oral or written, between the parties.

10.2 Amendment. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought.

10.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any jurisdiction, such provision shall be construed or, if necessary, severed only to the extent required and the remaining provisions shall remain in full force and effect.

10.4 Waiver. No delay or omission by Creditor in exercising any right or remedy shall operate as a waiver thereof, and a waiver in writing of any right or remedy on one occasion shall not be a waiver of such right on any other occasion.

10.5 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. Signatures transmitted by facsimile or electronic image shall be binding for all purposes.

11. ADDITIONAL PROVISIONS

Individual    Corporation    Limited Liability Company

The Guarantor acknowledges that Guarantor has been afforded the opportunity to obtain the advice of independent legal counsel and that Guarantor fully understands the terms and consequences of this Agreement. Guarantor further acknowledges that Creditor makes no representations or warranties with respect to the financial condition of Obligor and that Guarantor is entering into this Agreement based on Guarantor's own judgment.

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