Personal Guarantee Agreement

PERSONAL GUARANTEE AGREEMENT

This Personal Guarantee Agreement ("Agreement") is made and entered into as of Agreement Date: by and between Beneficiary Name: ("Beneficiary"), and Guarantor Name: ("Guarantor"). The Beneficiary and Guarantor are sometimes referred to herein individually as a "Party" and collectively as the "Parties".

RECITALS

WHEREAS, Principal Debtor Name: entered into or may enter into certain credit accommodations, loan agreements, commercial transactions or other obligations to Beneficiary described as:

WHEREAS, Beneficiary requires additional assurance for payment and performance of the Obligations (as defined below) and Guarantor is willing to provide such assurance on the terms set forth in this Agreement.

WHEREAS, Guarantor acknowledges that the Beneficiary will rely upon this Agreement in extending or continuing credit and other financial accommodations to Principal 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 "Obligations" means any and all debts, liabilities, obligations, covenants, advances, principal, interest, fees, costs of collection, attorneys' fees, and other amounts due to Beneficiary by Principal Debtor under the agreements referred to in the Recitals or otherwise arising from any extensions, modifications, renewals or replacements of such agreements.

1.2 "Guaranteed Obligations" means all Obligations existing on the date hereof and all Obligations that may hereafter arise between Beneficiary and Principal Debtor until the final indefeasible payment and performance in full of such Obligations.

2. GUARANTEE

2.1 Nature of Guarantee. Guarantor absolutely, unconditionally and irrevocably guarantees to Beneficiary the prompt payment and full performance of the Guaranteed Obligations when due, whether at stated maturity, by acceleration, demand or otherwise. The Guarantee is a continuing guaranty of payment and not of collection and shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid in full.

2.2 Primary Liability; Joint and Several. Guarantor's liability under this Agreement is primary and unconditional. Guarantor waives any right to require Beneficiary to proceed against Principal Debtor or any other person or to pursue any other remedy before enforcing this Guarantee. Guarantor's obligations are joint and several with any other guarantor.

3. LIMITATION OF LIABILITY

3.1 Maximum Liability. The aggregate maximum liability of Guarantor under this Agreement shall not exceed Maximum Liability: unless Beneficiary and Guarantor expressly agree in a written amendment executed by both Parties.

3.2 Application of Payments. Payments received by Beneficiary shall be applied in such order as Beneficiary shall determine in its sole discretion, without prejudice to any rights Beneficiary may have under this Agreement.

4. WAIVERS; DEFENSES; SUBROGATION

4.1 Waiver of Notices and Defenses. Guarantor expressly waives presentment, demand, protest, notice of nonpayment or dishonor, notice of acceleration or default, notice of any renewal or modification of the Obligations, and any other notice to which Guarantor might otherwise be entitled. Guarantor waives any defense based on any agreement, setoff, counterclaim, recoupment, or defense arising out of any relationship between Principal Debtor and Beneficiary.

4.2 Subrogation. Until all Guaranteed Obligations are paid in full, Guarantor shall have no right of subrogation, indemnity, reimbursement, set-off or contribution against Principal Debtor or any collateral securing the Obligations. Any amounts paid by Guarantor to Beneficiary shall not enlarge Guarantor's rights unless and until all Obligations are indefeasibly satisfied.

5. DEFAULT; REMEDIES

5.1 Event of Default. An Event of Default under this Agreement shall occur upon the occurrence of any default by Principal Debtor under the Obligations, or upon any breach by Guarantor of any representation, warranty or covenant contained herein.

5.2 Remedies. Upon the occurrence of an Event of Default, Beneficiary may, without notice or demand, enforce any and all rights and remedies available at law or in equity against Guarantor, including without limitation collection of amounts due, acceleration of amounts owing, and recovery of costs and expenses of collection, including reasonable attorneys' fees and court costs.

6. REPRESENTATIONS AND WARRANTIES

Guarantor represents and warrants to Beneficiary that: (a) Guarantor has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement constitutes a valid, binding and enforceable obligation of Guarantor; (c) the execution and delivery of this Agreement does not and will not violate any agreement or court order binding on Guarantor; and (d) there are no defenses, offsets or counterclaims that Guarantor may assert against enforcement of its obligations under this Agreement.

7. TAXES; COSTS; ATTORNEYS' FEES

Guarantor shall be responsible for any taxes, costs or expenses (including reasonable attorneys' fees) incurred by Beneficiary in enforcing this Agreement or collecting any amounts owing under this Agreement, to the extent permitted by applicable law.

8. BANKRUPTCY; INSOLVENCY

In the event of the commencement of any bankruptcy, insolvency, reorganization or similar proceeding by or against Principal Debtor or Guarantor, Beneficiary shall be entitled to exercise all rights and remedies available under applicable law, and Guarantor shall remain liable hereunder to the fullest extent permitted by law.

9. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above by certified mail, overnight courier, or hand delivery and shall be effective upon receipt.

10. ASSIGNMENT; BINDING EFFECT

Beneficiary may assign or transfer its rights and obligations under this Agreement without the consent of Guarantor. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction for purposes of any action or proceeding arising out of or relating to this Agreement.

12. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. No failure or delay by Beneficiary in exercising any right shall operate as a waiver thereof. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations and agreements, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. ADDITIONAL PROVISIONS

Each Party acknowledges that it has read this Agreement, understands its terms, and has had the opportunity to obtain independent legal advice prior to executing this Agreement.

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