EXHIBIT
PERSONAL GUARANTY
This Guaranty is given as of _____________, 20___, by ___________________, (the
“___________”), in favor of ___________________, a ______________ (the “Lender”).
___________________, a ___________ (the “Borrower”), is or may hereafter be
indebted to the Lender pursuant to one or more credit facilities or other evidences of
indebtedness. The Guarantor has agreed to guarantee in favor of the Lender all existing and
future obligations of the Borrower to the Lender.
NOW, THEREFORE, to induce the Lender to extend credit to the Borrower from
time to time, and in recognition that the Lender would not extend credit to the Borrower [on
the terms and conditions set forth in _____________] but for, among other things, the
Guarantor’s promises hereunder, [and in recognition that the Guarantor reasonably
anticipates that the Guarantor will now or hereafter benefit, directly or indirectly, from the
Lender’s extension of credit to or for the benefit of the Borrower,] and for other good and
valuable consideration the receipt and sufficiency of which are hereby acknowledged, the
Guarantor agrees as follows:
(a) Guaranty. The Guarantor unconditionally guarantees the punctual payment and
performance when due, whether at stated maturity, by acceleration or otherwise, of all
indebtedness and all other obligations of the Borrower to the Lender, whether such
indebtedness or other obligations are monetary, nonmonetary, contractual, noncontractual,
direct, indirect, acquired, joint, several, joint and several, existing, future, contingent or
otherwise, and whether for principal, interest, fees, expenses, reimbursement obligations or
otherwise, and all replacements, renewals, consolidations, amendments and other
modifications of each of the foregoing (collectively, the “Obligations”). The Guarantor
further agrees to pay all reasonable fees and expenses (including, without limitation,
attorneys’ fees and expenses, whether or not litigation is commenced, and, if litigation is
commenced, during both the trial and any appellate phases of such litigation) incurred by or
on behalf of the Lender to protect or enforce any of the Lender’s rights under this Guaranty.
(b) Guaranty Absolute; Surety Waivers
. The Guarantor guarantees that the
Obligations will be paid strictly in accordance with the terms of such documents or
agreements as may be applicable thereto, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of the terms or the rights of the Lender
with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute and
unconditional irrespective of (a) any lack of validity or enforceability of any credit
agreement, promissory note, security agreement or other agreement or document evidencing,
securing or otherwise relating to any of the Obligations (collectively, the “Transaction
Documents”), (b) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Obligations, or any other amendment or waiver of or any consent to
departure from any Transaction Document, (c) any exchange, release, non-perfection or other
impairment of any collateral or other security, any release of any person or entity (including,
without limitation, the Borrower and any other guarantor) liable in whole or in part, or any
-46-
CC 1767630v4 SAMPLE FORM