Guarantor Loan Agreement

GUARANTOR LOAN AGREEMENT

This Guarantor Loan Agreement (the "Agreement") is entered into as of by and among the parties identified below.

Parties

WHEREAS

WHEREAS, Lender is willing to make a loan to Borrower and Borrower desires to borrow funds from Lender on the terms and conditions set forth herein;

WHEREAS, Borrower has applied for a loan in the principal amount of (the "Loan") to be evidenced by a promissory note (the "Note") and secured as set forth in the Note and this Agreement;

WHEREAS, Guarantor agrees to guarantee the punctual payment and performance of Borrower’s obligations under the Note and this Agreement on the terms set forth below.

Scope of Work

The parties acknowledge that the Loan proceeds shall be applied to the following purpose(s). Guarantor’s obligations under this Agreement relate to Borrower’s performance of the uses and activities described below.

Payment Terms

Payments shall be applied first to accrued interest and then to principal. Borrower shall make each payment on or before the due date specified in the repayment schedule. If any payment is not received within days of the due date, Borrower shall be charged a late fee of or of the overdue payment, whichever is greater.

Prepayment of the Loan may be made in whole or in part without premium or penalty unless otherwise set forth in the Note.

Term and Termination

This Agreement commences on and shall continue in effect until all obligations under the Note and this Agreement have been satisfied, or until terminated earlier as provided herein.

Unless earlier terminated in accordance with this Agreement, the obligations of Guarantor shall remain in effect until .

Guaranty

Guarantor unconditionally and irrevocably guarantees to Lender the full and punctual payment and performance when due, whether at stated maturity, by acceleration, demand or otherwise, of all present and future obligations of Borrower under the Note, any related security documents, and this Agreement (collectively, the "Guaranteed Obligations"). This is a continuing guaranty of payment and not merely of collection.

Guarantor waives any right to require Lender to (a) proceed against Borrower or any other party, (b) enforce any security, or (c) pursue any other remedy available to Lender before enforcing this guaranty.

Representations and Warranties

Each party represents and warrants that it is duly organized, has the power and authority to enter into and perform this Agreement, and that execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action.

Default; Remedies

The occurrence of any of the following shall constitute an Event of Default: Borrower’s failure to pay any amount when due under the Note; Borrower’s insolvency or bankruptcy; material breach of any representation, warranty or covenant; or any event that, in Lender’s reasonable judgment, materially impairs Borrower’s ability to perform. Upon Event of Default, Lender may declare all Guaranteed Obligations immediately due and payable and exercise any and all rights and remedies available under applicable law and this Agreement.

Confidentiality

Each party shall maintain in strict confidence all non-public information received from the other party relating to the Loan, this Agreement, and the parties’ business affairs, and shall not disclose such information to any third party except to the extent required by law, to its professional advisors under confidentiality obligations, or with the prior written consent of the disclosing party. This confidentiality obligation survives termination of this Agreement for a period of five (5) years.

Indemnity

Guarantor shall indemnify and hold harmless Lender from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of Guarantor’s breach of this Agreement or any representation or warranty made by Guarantor herein.

Notices

All notices shall be in writing and shall be deemed given when delivered in person, sent by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, to the addresses provided above or such other address as any party designates by notice to the others.

Governing Law

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

Miscellaneous

Entire Agreement: This Agreement, together with the Note and any related security documents, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, written or oral.

Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by Lender and Guarantor.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Assignment: Guarantor may not assign its rights or delegate its obligations under this Agreement without the prior written consent of Lender. Lender may assign its rights hereunder without Guarantor’s consent.

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