Loan Guaranty Agreement

LOAN GUARANTY AGREEMENT

Parties and Identifying Information

Recitals

This Loan Guaranty Agreement (the "Agreement") is made as of by and among the Lender, the Borrower and the Guarantor identified above. The Lender has made or will make a loan or credit accommodation to the Borrower in the principal amount of (the "Loan") pursuant to a promissory note, loan agreement or security agreement (the "Loan Documents").

The Guarantor has agreed to guarantee the obligations of the Borrower to the Lender on the terms set forth below, and the Lender is willing to accept such guaranty as an inducement to make or maintain the Loan.

Agreement

1. Guarantee

The Guarantor absolutely and unconditionally guarantees to the Lender the prompt payment and performance when due, whether at stated maturity, by acceleration, by demand or otherwise, of all present and future indebtedness, liabilities and obligations of the Borrower to the Lender under the Loan Documents, including principal, interest, fees, costs and expenses (collectively, the "Guaranteed Obligations"). This guaranty is a continuing guaranty of payment and not of collection.

2. Nature and Extent of Liability

The Guarantor's liability under this Agreement is primary, direct and unconditional and is independent of the Borrower's liability. The Guarantor waives any right to require the Lender to proceed against the Borrower or any other person or to pursue any other remedy before enforcing this guaranty. The liability of the Guarantor shall not be reduced by any extension, modification, renewal, or forbearance granted by the Lender to the Borrower unless the Lender executes a written release of the Guarantor.

3. Waivers and Acknowledgements

The Guarantor hereby waives (a) notice of acceptance of this Agreement and of any action, inaction or neglect of the Lender, (b) presentment, demand, protest, notice of nonpayment and notice of acceleration, and (c) any defense based on suretyship or impairment of collateral. The Guarantor acknowledges that the Lender may, in its sole discretion, change the terms of the Loan, extend credit or release collateral or obligors without notice to or consent of the Guarantor and that such actions shall not relieve the Guarantor of liability hereunder.

4. Subrogation and Contribution

Until all Guaranteed Obligations are indefeasibly paid in full, the Guarantor shall have no rights of subrogation, reimbursement, indemnity or contribution from the Borrower or any other person and shall not exercise any rights of subrogation. If the Guarantor pays the Lender more than its pro rata share of any obligation, the Guarantor shall be subrogated only to such rights as the Lender in its discretion elects to assign.

5. Default; Remedies

Upon the occurrence of any event of default under the Loan Documents, the Lender may declare all Guaranteed Obligations immediately due and payable and may pursue any remedy available at law or in equity against the Guarantor without prior notice or demand. The Lender may realize upon any collateral and exercise any rights against the Guarantor simultaneously and in any order it elects.

6. Costs and Attorney's Fees

The Guarantor agrees to pay on demand all costs and expenses incurred by the Lender in enforcing this Agreement, including reasonable attorney's fees, court costs and collection expenses, whether or not suit is filed.

7. Representations and Warranties of Guarantor

The Guarantor represents and warrants to the Lender that: (a) the Guarantor has full power and authority to enter into and perform this Agreement; (b) this Agreement constitutes a legal, valid and binding obligation enforceable against the Guarantor in accordance with its terms; and (c) no consent, approval or filing is required from any governmental authority to make this Agreement effective except as disclosed in writing to the Lender.

8. Notices

All notices, demands or communications required or permitted hereunder shall be in writing and shall be delivered personally or mailed by certified mail, return receipt requested, to the addresses set forth below (or to such other address as a party designates by written notice to the other parties).

9. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for all disputes arising under this Agreement.

10. Amendment; Waiver; Severability

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party to be charged. The waiver by any party of a breach of any covenant or obligation hereunder shall not be construed as a waiver of any subsequent breach. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

11. Miscellaneous

This Agreement binds and benefits the parties and their respective successors and permitted assigns. The Guarantor may not assign its rights or obligations under this Agreement without the prior written consent of the Lender. Time is of the essence with respect to payment obligations of the Guarantor.

Acknowledgments and Certification

The Guarantor acknowledges that the Lender has relied upon the representations, warranties and covenants contained in this Agreement and that the Lender would not have extended credit to the Borrower but for this guaranty. The Guarantor certifies that the information provided in this Agreement is true, complete and correct as of the date of signature.

Execution

This Agreement may be executed in counterparts, each of which will be deemed an original, and such counterparts together will constitute one and the same instrument. Electronic or facsimile signatures shall be effective as originals.

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