This specific guarantee is made by , a(n)  , an individual (the "Guarantor") in favor of , a(n)  , an individual (the "Lender").

The Lender has agreed to make a loan (the "Loan") to (the "Debtor") in the principal sum of , as shown by the promissory note dated (the "Note").

The Guarantor has received and will continue to receive from the Debtor a significant benefit for undertaking the obligations described in this Guarantee because .

In consideration for the Lender making the Loan, the Guarantor has agreed, at the Debtor's request, to guarantee unconditionally the payment of the indebtedness of the Debtor to the Lender, as provided in this Guarantee.

The parties therefore agree as follows:

1. GUARANTEE OF PAYMENT.

• (a) Guarantee. The Guarantor unconditionally guarantees and promises to pay to the Lender all Indebtedness of the Debtor to the Lender. "Indebtedness" means the Debtor's indebtedness to the Lender in the Note.
• (b) Proceeding Against Guarantor. This guarantee constitutes a guarantee of payment and not merely of collection. The Lender need not exercise a right, assert a claim or demand, or enforce a remedy against the Debtor or any other person before or as a condition to the obligations of the Guarantor under this guarantee.

2. DEMAND FOR PAYMENT.

Within business days after the Lender demands payment under this guarantee, the Guarantor shall pay, in immediately available funds, all Indebtedness due under the Note. The Guarantor shall make this payment in accordance with the instructions set forth in that demand. There are no other requirements of notice, presentment, or demand that need be made under this guarantee.

3. LIMITED LIABILITY.

The Guarantor's liability under this guarantee is limited to the principal amount of $, interest on that amount, and collection costs, including reasonable attorneys' fees and costs. The Guarantor shall, without demand, immediately reimburse the Lender for all expenses, including attorneys' fees, incurred in the enforcement of this guarantee or the collection of the Indebtedness from the Guarantor.

4. TERMINATION.

The liability of the Guarantor will continue until every obligation of the Debtor under the Note has been paid, and any loss or damage incurred by the Lender related to a matter covered by this guarantee or the Note has been paid. However, the Guarantor may terminate this guarantee in writing on  days' notice by delivering a termination notice to the Lender at its notice address listed below. The date of termination (the "Termination Date") is the actual date on which the Lender receives this written notice. The termination will apply only to transactions beginning after the Termination Date and will not affect any rights or obligations arising out of transactions beginning before the Termination Date, even if after the Termination Date those obligations are modified or extended.

5. POSTPONEMENT OF SUBROGATION.

The Guarantor may not exercise rights that it acquires by way of rights of subrogation under this guarantee or by payments made under this guarantee until all obligations of the Debtor under the Note have been paid in full and in cash, or the Note terminates or expires. The Guarantor shall pay immediately to the Lender any amounts paid to the Guarantor because of those subrogation rights before the Debtor's obligations under the Note have been paid in full. Those amounts will be credited and applied against the Debtor's obligations under the Note, whether matured or unmatured, in accordance with the Note. However, if:

• (a) the Guarantor has paid any of the Debtor's obligations under the Note; and
• (b) the Termination Date has occurred,

then at the Guarantor's request and expense, the Lender shall execute and deliver to the Guarantor the documents necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Debtor's obligations resulting from the Guarantor's payment. The Guarantor may not take action or start a proceeding against the Debtor before the Termination Date to recover amounts paid by the Guarantor to the Lender under this guarantee.

6. WAIVER OF NOTICE.

The Guarantor waives diligence, presentment, protest, notice of acceptance of this guarantee, and notice of any liability to which it may apply, notice of dishonor or nonpayment, and any other notice not expressly required by this guarantee.

7. GOVERNING LAW.

The laws of the state of govern this guarantee (without giving effect to its conflicts of law principles).

8. AMENDMENTS.

No amendment to this guarantee will be effective unless it is in writing and signed by the Guarantor and the Lender or their authorized representatives.

9. ASSIGNMENT AND DELEGATION.

• (a) Assignment. On notice to the Guarantor, the Lender may assign its rights under this guarantee without the consent of the Guarantor.
• (b) No Delegation. The Guarantor may not delegate any performance under this guarantee, except with the prior written consent of the Lender.
• (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made, or if both are made, in violation of this section, it is void and they are void.

10. SEVERABILITY.

If any one or more of the provisions contained in this guarantee is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this guarantee, but this guarantee will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this guarantee to be unreasonable.

11. NOTICES.

• (a) Writing; Permitted Delivery Methods. Anyone giving or making any notice, request, demand, or other communication required or permitted by this guarantee shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this guarantee: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
• (b) Addresses. Notices under this section may be addressed to the following addresses:
• If to the Lender:
• ,
• If to the Guarantor:
• ,
• (c) Effectiveness. A notice is effective only if the notifier complies with subsections (a) and (b) and if the recipient receives the notice.

12. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this guarantee will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

13. HEADINGS.

The descriptive headings of the sections and subsections of this guarantee are for convenience only, and do not affect this guarantee's construction or interpretation.

14. NECESSARY ACTS; FURTHER ASSURANCES.

The Guarantor shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this guarantee contemplates or to evidence or carry out the intent and purposes of this guarantee.

[SIGNATURE PAGE FOLLOWS]

The Guarantor is signing this guarantee on the date stated opposite the Guarantor's signature.

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Attach copy of promissory note