Trust Guarantee Agreement

TRUST GUARANTEE AGREEMENT

This Trust Guarantee Agreement (the Agreement) is entered into as of Effective Date: by and among Guarantor: , whose principal address is , and Trustee of the Trust: on behalf of the Trust known as Trust Name: , Beneficiary(ies): .

RECITALS

WHEREAS, the Trust holds certain obligations, liabilities or property interests for the benefit of the beneficiaries identified above and may from time to time incur indebtedness, obligations or liabilities in favor of third parties (each, an Obligation);

WHEREAS, the Trustee has requested that the Guarantor provide a guarantee in respect of certain present and future Obligations of the Trust up to a specified maximum amount, and the Guarantor is willing to provide such guarantee upon the terms and conditions set forth herein;

WHEREAS, the parties intend that this Agreement set forth the Guarantor’s unconditional guarantee, the procedures for enforcement, and the rights and remedies of the Trustee and third-party obligees;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows:

1. GUARANTEE

1.1 Guarantee. The Guarantor unconditionally and irrevocably guarantees to the Trustee and to any third-party obligee, the full and punctual payment and performance of all present and future Obligations of the Trust up to a maximum aggregate principal amount of (Maximum Liability). This guarantee is a continuing guarantee and shall remain in force until the termination of this Agreement in accordance with Section 3.

1.2 Nature of Liability. The liability of the Guarantor under this Agreement is primary, absolute and unconditional and is not contingent upon the enforcement of remedies against the Trust or the pursuit of any other right or remedy. The Guarantor waives any right to require the Trustee to proceed against the Trust or any other person or to pursue any other remedy before enforcing this guarantee.

2. OBLIGATIONS; PAYMENT

2.1 Demand; Payment. Upon presentation of a written demand specifying the amount due and stating that an event of default under the underlying Obligation has occurred, the Guarantor shall within ten (10) Business Days pay the amount demanded up to the Maximum Liability. For purposes of this Agreement, Business Day means any day on which commercial banks are generally open for business in the jurisdiction specified in Section 9.

2.2 Interest; Expenses. Amounts payable under this Agreement shall bear interest at the highest lawful rate permitted under applicable law from the date due until paid. The Guarantor shall also reimburse the Trustee for all reasonable costs and expenses (including attorneys’ fees) incurred in enforcing this Agreement or collecting amounts due hereunder if the Trustee prevails in any proceeding.

3. TERM; TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until the earliest of (a) payment in full of all Obligations and satisfaction of all liabilities guaranteed herein, (b) termination by written mutual agreement of the Trustee and the Guarantor, or (c) termination as otherwise provided herein.

3.2 Survival. Termination shall not affect the rights of the Trustee in respect of any Obligations that arose prior to termination, and this Agreement shall remain effective as to any such pre-termination Obligations until they are satisfied.

4. EVENTS OF DEFAULT

4.1 Events of Default. The following shall constitute an Event of Default under this Agreement: (a) the Trust’s failure to pay or perform any Obligation when due and such failure continues beyond any notice and cure period applicable to the Trust; (b) the Guarantor’s insolvency, bankruptcy petition, appointment of a receiver or similar event; or (c) a material breach by the Guarantor of any representation, warranty or covenant contained in this Agreement.

4.2 Consequences. Upon the occurrence and continuation of an Event of Default, the Trustee may declare the Guaranteed Obligations immediately due and payable and exercise any and all rights and remedies available at law or in equity without further notice to the Guarantor.

5. REMEDIES CUMULATIVE

All rights, remedies and powers conferred upon the Trustee by this Agreement are cumulative and may be exercised singularly or concurrently and as often as occasion arises. The exercise by the Trustee of any remedy shall not operate as an election or waiver of any other remedy available to the Trustee.

6. REPRESENTATIONS AND WARRANTIES

By executing this Agreement, the Guarantor represents and warrants to the Trustee that: (a) the Guarantor has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement constitutes the legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms; and (c) the execution, delivery and performance of this Agreement do not and will not violate any applicable law or any agreement to which the Guarantor is a party.

7. COVENANTS

7.1 Notice of Default. The Guarantor shall promptly notify the Trustee in writing of any Event of Default by the Trust of which the Guarantor has actual knowledge.

7.2 No Subrogation. Except to the extent that the Guarantor makes payment on account of Guaranteed Obligations, the Guarantor shall not exercise rights of subrogation, reimbursement or indemnity against the Trust unless and until all Guaranteed Obligations have been indefeasibly paid in full.

8. NOTICES

All notices, demands or communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier service, or mailed by certified mail, return receipt requested, to the address set forth above or such other address as a party may designate by notice in accordance with this Section.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties pertaining to the subject matter of this Agreement.

11. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by the Trustee and the Guarantor. No failure or delay by either party in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

12. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, 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 achieves, to the extent possible, the original economic intent of the parties.

13. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic facsimile or as a scanned portable document format shall be deemed originals for all purposes.

14. MISCELLANEOUS

14.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that the Trustee may assign its rights to a successor or affiliate without the Guarantor’s consent.

14.2 Interpretation. Headings are for convenience only and shall not affect the interpretation of this Agreement. Words in the singular shall include the plural and vice versa, and words denoting any gender shall include all genders.

GUARANTOR ENTITY TYPE

Please indicate the Guarantor’s entity type (check all that apply):

Individual Corporation Limited Liability Company (LLC) Other

ADDITIONAL TERMS

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