Guarantor Letter Agreement

GUARANTOR LETTER AGREEMENT

This Guarantor Letter Agreement ("Agreement") is entered into as of Effective Date: by and between Creditor Name: , a organized under the laws of , with principal address ; and Guarantor Name: , a with address

RECITALS

WHEREAS, Creditor and Borrower have entered into a loan, credit, or other obligating agreement described as: dated (the "Obligations");

WHEREAS, Creditor requires additional credit support in connection with the Obligations and Guarantor is willing to provide such credit support on the terms set forth herein; and

WHEREAS, Guarantor acknowledges that Creditor is entering into or continuing to maintain the Obligations in reliance upon this Agreement.

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

1. DEFINITIONS

Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in the underlying obligation documents or, if not defined therein, customary commercial meanings. For the purposes of this Agreement, "Guaranteed Amount" means the aggregate amount of principal, interest, fees, expenses and other sums payable under the Obligations, up to a maximum of .

2. UNCONDITIONAL GUARANTEE

Guarantor absolutely and unconditionally guarantees to Creditor the prompt payment and performance when due (whether at stated maturity, by acceleration, by declaration or by demand) of the Obligations up to the Guaranteed Amount (the "Guarantee"). This Guarantee is a continuing and primary obligation of Guarantor and is independent of any other security or agreement.

3. OBLIGATIONS OF GUARANTOR

Upon the occurrence of an Event of Default under the Obligations and following written demand by Creditor, Guarantor shall, without set-off or deduction and within five (5) Business Days of such demand, pay to Creditor the unpaid portion of the Guaranteed Amount. Guarantor's obligations include interest at the rate applicable to overdue amounts under the Obligations, reasonable costs of collection, and attorneys' fees incurred by Creditor in enforcing this Agreement.

4. NATURE AND EXTENT OF LIABILITY

Guarantor waives: (a) any right to require Creditor to proceed against Borrower or any other party or to pursue any remedy prior to enforcing this Guarantee; (b) any defense based on election of remedies by Creditor; and (c) notice of acceptance of this Guarantee, presentment, demand, protest or notice of any kind, except as expressly provided herein.

Unless otherwise agreed in writing, Guarantor's liability hereunder shall be joint and several with any other guarantor. Joint and several: I acknowledge joint and several liability.

5. SUBROGATION; SUBORDINATION

Upon payment in full of all amounts owed under the Obligations, Guarantor shall be subrogated to the rights of Creditor to recover from Borrower to the extent of amounts paid by Guarantor. Until such time as all Obligations are indefeasibly paid in full, Guarantor shall not seek subrogation, contribution, or reimbursement from Borrower except to the extent expressly permitted by Creditor in writing.

6. RIGHTS AND REMEDIES

All rights and remedies of Creditor under this Agreement are cumulative and in addition to all other rights and remedies available at law or in equity. Creditor may enforce this Guarantee in any order and without first exhausting any other remedy or pursuing any collateral.

7. NOTICE OF DEFAULT

Creditor shall provide Guarantor with written notice of any Event of Default and demand for payment under this Guarantee at the addresses set forth in the Notices section below. Failure to provide such notice shall not release Guarantor from liability unless Creditor's failure materially prejudices Guarantor's ability to respond.

8. LIMITATION; TERMINATION

This Guarantee shall remain in full force and effect until the Guaranteed Amount has been paid in full and all Obligations have been satisfied, unless earlier terminated in writing by Creditor. Termination shall not affect any liability of Guarantor arising prior to the effective date of termination.

9. NOTICES

All notices shall be in writing and delivered by certified mail, nationally recognized overnight courier, or personal delivery, and shall be deemed given upon receipt.

10. 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. The parties submit to the exclusive jurisdiction of the courts located therein for any dispute arising out of or relating to this Agreement.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating thereto. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. AMENDMENT; 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 waiver shall constitute a waiver of any other right or of the same right on another occasion. 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. MISCELLANEOUS

Creditor may assign its rights under this Agreement without the consent of Guarantor. Guarantor may not assign its obligations hereunder without the prior written consent of Creditor. Headings are for convenience only and shall not affect interpretation.

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