Guaranty Execution Agreement

GUARANTY EXECUTION AGREEMENT

This Guaranty Execution Agreement ("Agreement") is made and entered into as of Effective Date: by and between Beneficiary Name: with principal address ("Beneficiary"), and Guarantor Name: with principal address ("Guarantor").

RECITALS

WHEREAS, Beneficiary has entered into or may enter into one or more agreements, notes, instruments, loans or credit accommodations with or for the benefit of Principal Obligor: (together, the "Obligor"), pursuant to which Obligations (as defined below) may be or are from time to time outstanding;

WHEREAS, Beneficiary requires, as a condition to advancing or maintaining credit or other accommodations to the Obligor, that Guarantor execute and deliver this Agreement to induce Beneficiary to extend or continue such credit;

WHEREAS, Guarantor is the party willing to assume primary responsibility for payment and performance of the Obligations on the terms set forth herein.

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

1. DEFINITIONS

1.1 "Obligations" means all present and future indebtedness, liabilities, obligations, covenants, and duties of the Obligor to Beneficiary arising under or in connection with the agreements, notes, instruments or other contractual arrangements identified in the recitals, whether for principal, interest, fees, indemnities, costs, expenses or otherwise, and including any renewals, extensions or modifications thereof.

1.2 "Guaranteed Obligations" means all Obligations as defined in Section 1.1 and any amounts due from the Obligor to Beneficiary as of the date hereof or which may become due in the future.

2. GUARANTY

2.1 Nature and Scope. Guarantor absolutely, unconditionally and irrevocably guarantees to Beneficiary the prompt payment and full performance of the Guaranteed Obligations as and when the same become due, whether by lapse of time, acceleration, demand or otherwise. This guaranty is a continuing guaranty of payment and performance and not of collection.

2.2 Limitation (if any). This guaranty shall be: unlimited as to amount and duration; or limited in the aggregate to $ . Guarantor must initial to confirm selection:

3. PAYMENT AND PERFORMANCE

3.1 Guarantor shall pay or cause to be paid to Beneficiary, upon demand, any and all amounts owing under the Guaranteed Obligations as soon as due. If Guarantor fails to pay any amount when due, Guarantor shall pay interest on such unpaid amount at the lesser of (i) the maximum rate permitted by applicable law or (ii) the rate provided in the underlying agreement, plus all costs of collection including reasonable attorneys' fees.

3.2 Beneficiary may, at its election, enforce payment or performance of the Obligations directly against Guarantor without first pursuing remedies against the Obligor or any other person or entity, and Guarantor expressly waives any right to require Beneficiary to proceed against the Obligor or to pursue any other remedy prior to enforcing this Agreement.

4. WAIVERS

Guarantor waives presentment, demand, protest, notice of dishonor, notice of acceptance of this guaranty, notice of nonpayment, notice of default, and all other notices or demands and any right to require Beneficiary to give any notices as conditions to enforcement of this Agreement. Guarantor further waives any defense arising by reason of any disability or incapacity of the Obligor.

5. SUBROGATION AND RIGHTS

Until all Guaranteed Obligations are indefeasibly paid and satisfied in full, Guarantor shall not exercise any right of subrogation, reimbursement, indemnity or contribution which Guarantor may have against the Obligor or any other person or entity, except to the extent such rights are expressly required by applicable law and only after Beneficiary is paid in full.

6. REIMBURSEMENT OF EXPENSES

Guarantor shall promptly reimburse Beneficiary for all reasonable costs and expenses (including reasonable attorneys' fees and court costs) incurred by Beneficiary in enforcing any of its rights under this Agreement or in collecting any amounts due from Guarantor hereunder.

7. CONTINUING GUARANTY; TERMINATION

7.1 This Agreement is a continuing guaranty and shall remain in full force and effect until all Guaranteed Obligations have been fully paid and performed, and until Beneficiary has no further liability or obligations in respect of the Obligor.

7.2 Termination. If this guaranty is limited per Section 2.2, Guarantor's liability hereunder shall terminate when Beneficiary's records show that the maximum aggregate guaranteed amount has been paid in full; provided, however, that termination shall not affect Guarantor's liability for any liabilities which arise prior to such termination.

8. DEFAULT; REMEDIES

Upon the occurrence of any event of default under the underlying obligations or upon Guarantor's failure to perform hereunder, Beneficiary shall have all rights and remedies available at law or in equity, including without limitation immediate acceleration of all amounts due, and no exercise of any remedy by Beneficiary shall preclude the exercise of any other remedy.

9. NOTICES

Beneficiary Notice Address

Guarantor Notice Address

All notices, requests and other communications required or permitted hereunder shall be in writing and shall be deemed duly given if delivered in person, mailed by certified mail, return receipt requested, or delivered by nationally recognized overnight courier, to the addresses set forth above or such other address as either party may designate by written notice.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral. This Agreement may be amended only by an instrument in writing signed by both parties.

12. WAIVER; SEVERABILITY

The failure of any party to exercise any right shall not operate as a waiver of such right. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. 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, electronic or scanned signature shall be effective as an original signature for all purposes.

14. ATTORNEYS' FEES

If any action is brought to enforce this Agreement or to determine the rights of the parties hereunder, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

ADDITIONAL TERMS (OPTIONAL)

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