Guaranty

GUARANTY

This Guaranty ("Guaranty") is a personal continuing guarantee given by the undersigned guarantors ("Guarantors"), to _______________ ("Creditor").

RECITALS

A. WHEREAS ____________________ ("Debtor") is simultaneously entering into a set of agreements on the date hereof (the "Agreements") with Creditor or its affiliates; and

B. WHEREAS, Guarantors for their own interests wish to induce Creditor to enter into the Agreements; and

C. WHEREAS, Creditor has advised Guarantors that Creditor will not enter into the Agreements unless, inter alia, Guarantors unconditionally guarantee pursuant hereto the performance of all of Debtor’s obligations arising out of or in connection with the Agreements;

NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

W I T N E S S E T H:

1. The Guaranty. Guarantors acknowledge that they are aware of the terms and conditions of the Agreements, and do hereby irrevocably and unconditionally guaranty, without offset or deduction, jointly and severally, the due and punctual payment when due by Debtor of all moneys now or hereafter due Creditor pursuant to the Agreements (collectively, "Payment Obligations") and the prompt and proper performance by Debtor of all of its obligations to Creditor pursuant to the Agreements, other than those relating to the payment of money (collectively, "Non-Payment Obligations") (all such Payment Obligations and Non-Payment Obligations being hereinafter collectively referred to as the "Obligations"). Guarantors agree that in the event that Debtor fails to pay any Payment Obligation or perform any Non-Payment Obligation for any reason whatsoever (including, without limitation, the liquidation, insolvency, bankruptcy, reorganization, arrangement or readjustment of, or other similar proceedings affecting the status, existence, assets or obligations of, Debtor, or the disaffirmance with respect to Debtor of any of the Agreements, Guarantors will promptly pay or perform, as the case may be, such Obligations upon demand of Creditor. To the fullest extent permitted by law, the obligations of Guarantors hereunder shall not be affected by (a) any lack in the genuineness, validity, regularity or enforceability of any of the Debtor''s obligations under the Agreements; (b) any direction of application by Debtor or any other party; (c) any other continuing or other guaranty or undertaking or the taking or releasing by Creditor of any security or any further security in connection with the Agreements; (d) any payment on or in reduction of any other guaranty or undertaking; or (e) any dissolution, termination, or increase, decrease or changes of personnel of Debtor.
   2. Waiver of Defenses. Guarantors waive any right to require Creditor to (a) proceed against Debtor; (b) proceed against or exhaust any security held from Debtor; or (c) pursue any other remedy in Creditor''s power whatsoever. Guarantors waive any defense based on or arising out of any defense of Debtor other than payment in full and performance of the Obligations, including without limitation any defense based on or arising out of the disability of Debtor, the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of Debtor other than payment in full and performance of the Obligations. Creditor may, at its election, foreclose on any security held by Creditor by one or more judicial sales, whether or not every aspect of any such sale is commercially reasonable, or exercise any other right or remedy Creditor may have against Debtor, or any security, without affecting or impairing in any way the liability of Guarantors under this Guaranty, except to the extent the Obligations have been paid or performed. Guarantors waive any defense arising out of such an election by Creditor, even if the election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of Guarantors against Debtor or any security. Guarantors waive all presentments, demands for performance, notices of protest, notices of dishonor and notices of acceptances of this Guaranty. Guarantors assume all responsibility for keeping informed of Debtor’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment or nonperformance of the Obligations and the nature, scope, and extent of the risks that Guarantors assume and incur under this Guaranty, and agree that Creditor shall have no duty to advise Guarantors of information known to it regarding those circumstances or risks.

   3. Guaranty Absolute and Continuing. To the fullest extent permitted by law, Guarantors agree that their obligations hereunder are absolute and shall not be affected by (a) any failure of Creditor, inadvertent or deliberate, to protect, secure, insure, perfect or realize upon, or any negligence by Creditor with respect to, any collateral, security interest or lien which may secure any Obligations or the obligations of Guarantors hereunder, (b) any amendment, waiver, renewal, compromise, extension, acceleration or other modification of the terms of the Agreements or (c) any other circumstances which might otherwise constitute a legal or equitable defense to or discharge of the obligation of a surety or a guarantor. This is a continuing guaranty of payment with respect to the Payment Obligations and not of collection. A separate action or actions may be brought and prosecuted against Guarantors whether or not action is brought against Debtor or whether or not Debtor be joined in any such action or actions. Guarantors waive, to the fullest extent permitted by law, the benefit of any statute of limitations affecting their liability under this Guaranty. Any payment by Debtor or other circumstance that operates to toll any statute of limitations as to Debtor shall also operate to toll the statute of limitations as to Guarantors. If any Guarantor is a married person, he or she agrees that recourse may be had against his separate property for his obligations under the Guaranty.

   4. Enforceability of Guaranty. In the event that Creditor shall be stayed or otherwise precluded by any law or rule, or any order of any court, from proceeding against Debtor with respect to any Payment Obligations, Guarantors hereby agree, to the fullest extent permitted by law, that for purposes of this Guaranty Creditor may nevertheless cause such Payment Obligations to become immediately due and payable by Guarantors by a notice to such effect; and that Guarantors shall thereupon pay all such Payment Obligations in full or, as Creditor may direct, purchase all such Payment Obligations owed to Creditor (without recourse) by paying the full amount thereof to Creditor in cash.