Guarantor Agreement Form

GUARANTOR AGREEMENT

This Guarantor Agreement (the "Agreement") is made as of by and between Creditor Name: , a with principal address (hereafter "Creditor"), and Guarantor Name: , an individual / entity: with address (hereafter "Guarantor").

RECITALS

WHEREAS, Principal Obligor Name: (the "Obligor") is or will be indebted to the Creditor under that certain agreement or instrument described as: (the "Underlying Obligation").

WHEREAS, the Creditor requires additional assurance of the prompt and full payment and performance of the Underlying Obligation; and

WHEREAS, the Guarantor is willing to guarantee the Obligations on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Guaranteed Obligations" means all present and future liabilities, obligations, indebtedness, interest, fees, expenses (including reasonable attorneys' fees and enforcement costs), and other amounts owing by the Obligor to the Creditor under the Underlying Obligation, whether primary, secondary, fixed, contingent, direct or indirect, and whether absolute or accrued, known or unknown.

1.2 Any capitalized term used in this Agreement and not otherwise defined shall have the meaning given to it in the Underlying Obligation.

2. GUARANTEE

2.1 Guaranty. Subject to the terms and conditions of this Agreement, Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Creditor the full and punctual payment and performance of the Guaranteed Obligations up to an aggregate principal cap of (the "Guaranteed Amount"). This guaranty is a continuing guaranty and shall remain in full force and effect until termination in accordance with Section 4.

2.2 Nature of Liability. The liability of Guarantor under this Agreement is primary to the extent set forth herein and shall be enforceable against Guarantor without the necessity of first exhausting any remedy against the Obligor or any other party. Guarantor's obligations are joint and several with any other guarantor unless otherwise expressly provided in writing by the Creditor.

3. EXTENT OF GUARANTOR'S OBLIGATIONS

3.1 Interest; Expenses. Guarantor shall be liable for any interest, late charges, collection costs and reasonable attorneys' fees incurred by Creditor in enforcing the Guaranteed Obligations within the Guaranteed Amount.

3.2 No Release. The obligations of Guarantor shall not be released, diminished or impaired by (a) any extension of time for payment or performance, (b) any modification, amendment or waiver of any term of the Underlying Obligation, (c) any release or compromise of any security or collateral, or (d) any other act or omission by Creditor or the Obligor, whether or not foreseeable, unless Creditor executes a written release specifically releasing Guarantor.

4. DURATION; TERMINATION

4.1 Continuing Guarantee. This guaranty is continuing and remains in force until all Guaranteed Obligations have been indefeasibly paid and performed in full and Creditor has delivered to Guarantor a written release. Payment in full includes payment of any interest, fees, costs and expenses that may accrue after the principal is paid if such amounts are part of the Guaranteed Obligations.

4.2 Early Termination. Any termination, reduction or modification of Guarantor's obligations prior to full performance shall be effective only upon express written agreement signed by an authorized representative of Creditor.

5. SUBROGATION; RIGHTS OF CREDITOR

5.1 Subrogation. Upon payment by Guarantor of any Guaranteed Obligations, Guarantor shall be subrogated to the rights of Creditor against the Obligor to the extent of such payment; provided, however, that Guarantor shall not exercise any subrogation, reimbursement, indemnity or other rights against the Obligor or any security until Creditor has been paid in full under the Underlying Obligation and the Guaranteed Obligations.

5.2 Remedies Cumulative. The rights and remedies of Creditor under this Agreement are cumulative and in addition to any rights Creditor may have under law or the Underlying Obligation.

6. REPRESENTATIONS AND WARRANTIES

Guarantor represents and warrants to Creditor that: (a) Guarantor has full power and authority to execute, deliver and perform this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation of Guarantor enforceable in accordance with its terms; (c) Guarantor's execution, delivery and performance do not violate any law or contractual obligation of Guarantor; and (d) no consent, approval, authorization or other action by any person is required for Guarantor to execute or perform this Agreement, except as has been obtained and is disclosed in writing to Creditor.

7. WAIVER OF DEFENSES

Guarantor expressly waives any right to require Creditor to (a) proceed against the Obligor or any other person, (b) pursue any remedy or await maturity of any Guaranteed Obligation, (c) give notice of acceptance of this guaranty, or (d) give any notice of nonpayment, dishonor, protest, default or acceptance of this guaranty, all of which are hereby waived to the fullest extent permitted by law.

8. NOTICES

All notices must be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, certified or registered, postage prepaid, addressed to the parties at the addresses set forth above or at such other address as either party may designate by notice to the other.

9. AMENDMENTS; WAIVERS

No amendment or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the party against whom enforcement is sought. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

10. COSTS AND EXPENSES

If Creditor employs counsel or incurs expenses to enforce this Agreement, Guarantor shall reimburse Creditor for all reasonable costs and expenses, including reasonable attorneys' fees, incurred in connection with collection or enforcement, whether or not suit is instituted.

11. 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.

12. ENTIRE AGREEMENT

This Agreement, together with the Underlying Obligation and any documents expressly referred to herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating thereto.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the original economic intent.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

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 delivered electronically shall be effective and binding for all purposes.

15. ADDITIONAL PROVISIONS

15.1 Assignment. Creditor may assign or transfer all or any part of its rights under this Agreement without the consent of Guarantor. Guarantor may not assign its rights or obligations without Creditor's prior written consent.

15.2 Further Assurances. Each party shall execute and deliver such further instruments and take such further actions as may be reasonably requested to carry out the intent and purposes of this Agreement.

Individual Corporation / LLC Trust / Other

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

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