Co-Signer Agreement

CO-SIGNER AGREEMENT

This Co-Signer Agreement (the "Agreement") is made as of by and between Creditor Name: with principal address (hereinafter "Creditor"), and Co-Signer Name: with address (hereinafter "Co-Signer").

RECITALS

WHEREAS, Borrower Name: executed or will execute certain financing documents evidencing indebtedness to Creditor under Loan Reference/Account No.: (collectively, the "Obligations");

WHEREAS, Creditor requires additional assurance for the prompt payment and performance of the Obligations; and

WHEREAS, Co-Signer is willing to guarantee the Obligations of Borrower on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. GUARANTEE

1.1 Guarantee. Co-Signer unconditionally and irrevocably guarantees to Creditor the full and punctual payment and performance of the Obligations. This guarantee is a continuing, absolute, and unconditional primary obligation and not merely a suretyship.

1.2 Nature of Liability. Co-Signer's obligations shall be independent of the obligations of Borrower and may be enforced against Co-Signer without first exhausting remedies against Borrower or any other person or entity and without any requirement that Creditor pursue any other remedy.

2. CO-SIGNER'S COVENANTS AND REPRESENTATIONS

2.1 Representations. Co-Signer represents and warrants that (a) Co-Signer has full power and authority to enter into this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation enforceable against Co-Signer in accordance with its terms; and (c) execution will not violate any other agreement to which Co-Signer is a party.

2.2 No Set-Off; Absolute Obligation. Co-Signer shall not assert any right of set-off, counterclaim, diminution, or defense arising by reason of any present or future obligation or liability between Co-Signer and Borrower or between Co-Signer and Creditor.

3. TERM; TERMINATION

3.1 Duration. This Agreement shall remain in full force and effect until all Obligations have been indefeasibly paid and performed in full and Creditor has no further liability or contingent liability with respect thereto.

3.2 Release. Partial payments by Borrower shall not release Co-Signer. Any release of Borrower by Creditor shall not operate as a release of Co-Signer unless such release is in a written instrument signed by Creditor expressly releasing Co-Signer.

4. DEFAULT; REMEDIES

4.1 Events of Default. An Event of Default under this Agreement shall occur upon default by Borrower under the Obligations or upon Co-Signer's failure to perform any covenants hereunder after demand.

4.2 Remedies. Upon an Event of Default, Creditor may, at its option and without notice or demand (except where expressly required by law), enforce this Agreement and exercise all rights and remedies available at law or in equity against Co-Signer, including, without limitation, accelerating the Obligations and commencing collection or enforcement proceedings.

4.3 Waiver of Defenses. Co-Signer expressly waives any defense based on suretyship defenses including exhaustion, marshalling, impairment of collateral, or subrogation prior to payment, and waives notice of acceptance of this Agreement, presentment, demand, protest, and notice of default.

5. COSTS; ATTORNEYS' FEES

If Creditor incurs costs or expenses (including reasonable attorneys' fees, court costs, and fees of collection agents) in enforcing this Agreement, Co-Signer shall be liable for and shall promptly reimburse Creditor for such costs and expenses upon demand.

6. NOTICES

All notices, demands and communications under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses below, or to such other address as a party may designate by written notice to the other parties.

7. SUBROGATION; SUBORDINATION

Until all Obligations are paid in full, Co-Signer shall have no right of subrogation to enforce any right of Creditor against Borrower or to receive any payment from Borrower with respect to amounts paid by Co-Signer except to the extent Creditor executes a written release of Co-Signer.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT; AMENDMENT; WAIVER

9.1 Entire Agreement. This Agreement, together with the documents referenced herein, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

9.2 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by Creditor and Co-Signer.

9.3 Waiver. No failure or delay by Creditor in exercising any right hereunder shall operate as a waiver of such right, nor shall any single or partial exercise preclude any other or further exercise of any right.

10. SEVERABILITY; INTERPRETATION

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect its interpretation.

11. COUNTERPARTS; EXECUTION

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. A facsimile or electronic copy of a signature shall be effective as an original signature.

12. ADDITIONAL PROVISIONS

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