guarantee contract

INTERCREDITOR SECURITY AGREEMENT

THIS INTERCREDITOR SECURITY AGREEMENT (the Agreement) is entered into on the ___day of _________, 20__ (the Effective Date), by and between ___________, a ___________ company (the Lead Lender) and ___________, a ___________ company (the Subordinate Lender).

WHEREAS, the Borrower and the Lead Lender have entered into a Loan Agreement dated the _____ day of _________, 20__ (the Loan Agreement), whereby the Lead Lender has promised to lend the Borrower certain sums of money subject to certain terms and conditions;

WHEREAS, the Subordinate Lender is willing to lend to the Borrower certain sums of money subject to certain terms and conditions;

WHEREAS, the Borrower, the Lead Lender and the Subordinate Lender have agreed to enter into this Agreement in order to set forth the terms and conditions upon which the Subordinate Lender shall lend money to the Borrower, wherein the Lead Lender will be the primary creditor, and the Subordinate Lender will be the secondary creditor;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. Definitions. Capitalized terms used in this Agreement that are not otherwise defined herein shall have the respective meanings set forth in the Loan Agreement.

2. Subordination of Debt. The Subordinate Lenders obligation to make loans hereunder to the Borrower is subordinate to the Lead Lenders obligation to make loans to the Borrower under the Loan Agreement. All loans made by the Subordinate Lender hereunder are secondary in right of payment to the Lead Lender’s obligations to the Borrower.

3. Subordination Agreement. The Subordinate Lender hereby agrees that, in the event of any bankruptcy or other insolvency proceeding with respect to the Borrower, or any assignment for the benefit of creditors or the Borrower, or any other legal proceedings, or any change in the present ownership of any of the Borrower’s assets, the Subordinate Lender shall subordinate all of its claims, liens and security interests in favor of the Lead Lender’s obligations to the Borrower.

4. Release of Liens. In the event that any amounts are due to the Subordinate Lender from the Borrower, the Subordinate Lender shall release all of its security interests and liens in favor of the Lead Lender’s rights to be paid from the Borrower.

5. Amendments to Loan Agreement. The Lead Lender shall give notice to the Subordinate Lender and shall solicit its consent in the event of a proposed amendment to the Loan Agreement.

6. Notices. All notices and other communications provided for or allowed hereunder shall be in writing and shall be sent by either hand delivery or certified mail, postage prepaid, to the address of the receiving party shown below, or to such other address as may, from time to time, have been designated by notice given pursuant to this paragraph.

7. Jurisdiction. The parties hereby agree that, in the event of any dispute arising out of or related to this Agreement, they shall submit to the jurisdiction of the courts of _________, _________.

8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

BORROWER:

Lead Lender:

Subordinate Lender:

Liability and Security Agreement

This Liability Security Agreement (the “Agreement”) is entered by and between [Party A], with a primary place of business located at [Address] (the “Creditor”) and [Party B], with a primary place of business located at [Address] (the “Debtor”).

The purpose of this Agreement is to provide the Creditor of [Party B] with security interest in certain property owned by [Party B] and all proceeds arising from such property. In consideration of the credit being extended to the Debtor and by executing this Agreement, the Debtor hereby grants a security interest to the Creditor in all of the Debtors property, including all accounts receivable, tangible and intangible assets, and general intangibles now owned or hereafter acquired.

The Creditor hereby agrees that the security interest shall secure the indebtedness of the Debtor to the Creditor, jointly and severally, without prejudice to any other rights of the Creditor, including the right to foreclose upon the security interest.

The Debtor agrees to execute, acknowledge, and deliver all documents, instruments, or assurances reasonably requested or necessary in order to perfect Creditor’s rights and interests in the collateral, including, but not limited to, a financing statement in accordance with the Uniform Commercial Code as adopted in [State].

The Debtor hereby grants to the Creditor a right to setoff any payment obligations of the Debtor held in any account maintained by the Creditor against any amounts owed by the Debtor to the Creditor.

In the event of default by the Debtor with respect to any repayment obligation owing to the Creditor, the Debtor hereby agrees to pay all reasonable costs of collection, including but not limited to, reasonable attorneys fees, court costs and expenses, executed in connection with the collection of such overdue amounts.

If the Debtor is in default of payment according to the terms of this Agreement, it will notify the Creditor within ten (10) days of the default.

This Agreement and all rights and obligations hereunder shall be construed in accordance with and governed by the laws of the state of [State].

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on [Date].

__________________________ ___________________________

Party A (Creditor) Party B (Debtor)