Fill and Sign the Agreement Lender Form

GUARANTY AGREEMENT As of _________ 20___ _________________________ _________________________ P.O. Box _________________ ____________, ____________ ______________ The undersigned, _________________________, a _________________________ corporation (the "Guarantor"), hereby agrees with _________________________ (the "Lender"), as follows: 1. Reference to Agreements. Etc. Reference is made to that certain Promissory Note of even date (the "Note") in the original principal amount of $____________ made by _________________________, a _________________________ corporation (the "Borrower"), to the order of the Lender, and secured, inter alia, by a pledge of various Premium Finance Notes as provided for in that certain Credit Agreement of even date herewith, the provisions of which are incorporated herein by reference. The Note, the Credit Agreement, the Premium Finance Notes and any additional documents required thereunder or by this Guaranty Agreement are hereinafter collectively referred to as the "Loan Documents.” 2. Guaranteed Obligations. For purposes of this Agreement, the term "Guaranteed Obligations" shall mean the obligation of the Borrower to pay the principal of, and interest and other charges on, the Note and all other amounts, if any, from time to time payable by the Borrower under the Loan Documents. 3. Representations and Covenants. The Guarantor represents, warrants, covenants and agrees as follows: 3.1. Incorporation of Representations and Warranties. The representations and warranties of the Borrower set forth in the Loan Documents are true and correct on and as of the date hereof in all material respects. 3.2. Performance of Covenants and Agreements. The Guarantor will use best efforts to cause the Borrower duly and punctually to perform all of the covenants and agreements set forth in the Loan Documents to be performed by the Borrower. 3.3. Validity of Agreement. The Guarantor has duly and validly executed and delivered this Agreement; this Agreement constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms; and the execution, delivery and performance of this Agreement by the Guarantor have been duly authorized on behalf of the Guarantor by all requisite action (corporate and other) and will not result in any breach of the terms, conditions or provisions of, or conflict with or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of the property or assets of the Guarantor pursuant to the terms of, any indenture, mortgage, deed of trust, note, other evidence of indebtedness, agreement or other instrument to which the Guarantor may be a party or by which the Guarantor or any of the property or assets of the Guarantor may be bound, or violate any provision of law, or any applicable order, writ, injunction, judgment or decree of any court or any order or other public regulation of any governmental commission, bureau or administrative agency. 3.4. Payment of Expenses. The Guarantor agrees, as the principal obligor and not as a guarantor only, to pay to the Lender forthwith upon demand, in immediately available Federal funds, all costs and expenses (including court costs and reasonable legal expenses) incurred or expended by the Lender in connection with the enforcement of this Agreement, together with interest on amounts recoverable under this Agreement, from the time such amounts become due until payment, at the rate of interest from time to time in effect under the Note. The Guarantor's covenants and agreements set forth in this Section 3.4 shall survive the termination of this Agreement. 3.5. Notices. The Guarantor shall promptly give notice to the Lender of any event which might reasonably result in a material adverse change in the financial condition of the Guarantor. 3.6. Reports. The Guarantor shall furnish to the Lender, within ninety (90) days after the end of each calendar year, a financial statement accurately reflecting the financial status of the Guarantor as of the last day of such calendar year, prepared in such form and accompanied by such certificates as the Lender shall reasonably request from time to time. 3.7. Books and Records. The Guarantor shall, upon reasonable advance notice from the Lender, permit access by the Lender and the Lender's agents during normal business hours to the books and records maintained by the Guarantor. 3.8. Taxes, Etc. The Guarantor shall pay and discharge promptly as they become due and payable all taxes, assessments and other governmental charges or levies imposed upon the Guarantor or the income of the Guarantor or upon any of the property, real, personal or mixed, of the Guarantor, or upon any part thereof, as well as all claims of any kind (including claims for labor, materials and supplies) which, if unpaid, might by law become a lien or charge upon such property or result in a material adverse change in the financial condition of the Guarantor; provided, however, that the Guarantor shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings or other appropriate actions promptly initiated and diligently conducted and if the Guarantor shall have set aside on the books of the Guarantor such reserves, if any, with respect thereto as are required by generally accepted accounting principles. 3.9. Legal Existence. The Guarantor shall do or cause to be done all things necessary to preserve and keep in full force and effect the Guarantor's corporate existence; provided, however, that nothing in this Section shall prevent a consolidation, combination or merger of the Guarantor with any other person. 3.10. Compliance. The Guarantor shall use reasonable business efforts to comply in all material respects with all applicable statutes, rules, regulations and orders of, and all applicable restrictions imposed by, all governmental authorities in respect of the conduct of the business of the Guarantor and the ownership of the property of the Guarantor (including, without limitation, applicable statutes, rules, regulations, orders and restrictions relating to environmental, safety and other similar standards or controls). 3.11. Insurance. The Guarantor shall maintain with financially sound and reputable insurers insurance with respect to the properties and business of the Guarantor against loss or damage of the kinds customarily insured against by owners of established reputation engaged in the same or similar businesses and similarly situated, in such amounts and by such methods as shall be customary for such owners and deemed adequate by the Guarantor. 3.12. Financial Statements. Etc. The financial statements of the Guarantor previously delivered to the Lender are true, correct and complete and there has been no material adverse change from the date thereof through the date hereof in the financial condition of the Guarantor. 4. Guarantee. The Guarantor hereby unconditionally guarantees that the Guaranteed Obligations shall be paid in full when due and payable, whether upon demand, at the stated or accelerated maturity thereof or upon any mandatory or voluntary prepayment or otherwise. This guarantee is a guarantee of payment and not of collectibility and, except as herein expressly provided, is absolute and in no way conditional or contingent. The liability of the Guarantor hereunder shall continue or be reinstated, as the case may be, notwithstanding the payment in full of the Guaranteed Obligations, if any payments made on the Guaranteed Obligations are subsequently recovered from the Lender under any federal, state or other bankruptcy, insolvency or similar law. In case any part of the Guaranteed Obligations shall not have been paid when due and payable, the Guarantor shall, within five (5) days after receipt of notice from the Lender, pay or cause to be paid to the Lender the amount thereof as is then due and payable and unpaid (including interest and other charges, if any, due thereon through the date of payment). 5. Security Interest: Set - Off. The Guarantor hereby grants to the Lender, as security for the full and punctual payment and performance of the obligations of the Guarantor hereunder, a continuing lien on and security interest in all property belonging to the Guarantor now or hereafter held by the Lender and in all sums credited by or due from the Lender to the Guarantor; and regardless of the adequacy of any collateral or other means of obtaining payment of the Guaranteed Obligations, the Lender may at any time and without notice to the Guarantor set off the whole or any portion or portions of any or all sums against amounts payable under this Agreement. 6. Unenforceability of Guaranteed Obligations. Etc. If the Borrower is for any reason under no legal obligation to discharge any of the Guaranteed Obligations, or if any other moneys included in the Guaranteed Obligations have become unrecoverable from the Borrower by operation of law or for any other reason, including, without limitation, the invalidity or irregularity in whole or in part of any Guaranteed Obligation or any Loan Document or any limitation on the liability of the Borrower thereunder or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever, the guarantees contained in this Agreement shall nevertheless remain in full force and effect and shall be binding upon the Guarantor to the same extent as if the Guarantor at all times had been the principal debtor on all such Guaranteed Obligations. 7. Additional Guarantees. This Agreement shall be in addition to any other guarantee or other security for the Guaranteed Obligations, and this Agreement shall not be prejudiced or rendered unenforceable by the invalidity of any such other guarantee or security or by any waiver, amendment, release or modification thereof. 8. Consents and Waivers. Etc. The Guarantor hereby acknowledges receipt of correct and complete copies of each of the Loan Documents, consents to all of the terms and provisions thereof, as the same may be from time to time hereafter amended or changed in accordance therewith, and waives (a) presentment, demand for payment and protest of nonpayment of any principal of or interest on any of the Guaranteed Obligations, (b) notice of acceptance of this Agreement and of diligence, presentment, demand and protest, (c) notice of any default hereunder and any default, breach, nonperformance or Event of Default (as defined therein) under any of the Loan Documents or the Guaranteed Obligations, (d) notice of the terms, time and place of any private or public sale of collateral held as security for the Guaranteed Obligations, (e) demand for performance or observance of, and any enforcement of any provision of, or any pursuit or exhaustion of rights or remedies against the Borrower or any other guarantor of the Guaranteed Obligations, under or pursuant to the Loan Documents, or any agreement directly or indirectly relating thereto and any requirements of diligence or promptness on the part of the holders of the Guaranteed Obligations in connection therewith, and (f) to the extent the Guarantor lawfully may do so, any and all demands and notices of every kind and description with respect to the foregoing or which may be required to be given by any statute or rule of law and any defense of any kind which the Guarantor now or thereafter have with respect to this Agreement, any of the Loan Documents or any of the Guaranteed Obligations. 9. No Impairment. Etc. The obligations, covenants, agreements and duties of the Guarantor under this Agreement shall not be affected or impaired by (a) any assignment or transfer in whole or in part of any of the Guaranteed Obligations without notice to the Guarantor, or (b) any waiver by the Lender or any holder of any of the Guaranteed Obligations or by the holders of all of the Guaranteed Obligations of the performance or observance by the Borrower or any other guarantor of any of the agreements, covenants, terms or conditions contained in the Guaranteed Obligations or the Loan Documents, or (c) any indulgence in, or the extension of the time for, payment by the Borrower or any other guarantor of any amounts payable under or in connection with the Guaranteed Obligations or the Loan Documents or in any other instrument or agreement relating to the Guaranteed Obligations or of the extension of time for performance by the Borrower or any other guarantor of any other obligations under or arising out of any of the foregoing or the extension or renewal thereof, or (d) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the Borrower or any other guarantor set forth in any of the foregoing, or (e) the voluntary or involuntary sale or other disposition of all or substantially all the assets of the Borrower or of any other guarantor, or (f) the insolvency, bankruptcy or other similar proceedings affecting the Borrower or any such other guarantor or any assets of the Borrower or any such other guarantor, or (g) the release or discharge of any of the collateral securing the repayment of the Guaranteed Obligations or securing any other amounts payable under or in connection with the Guaranteed Obligations or the Loan Documents, or of the Borrower or any other guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of the foregoing, without the consent of the holders of the Guaranteed Obligations by operation of law, or any other cause, whether similar or dissimilar to the foregoing. 10. Reimbursement or Subrogation. The Guarantor hereby covenants and agrees that the Guarantor will not enforce or otherwise exercise any rights of reimbursement, subrogation, contribution or other similar rights against the Borrower or any other person with respect to the Guaranteed Obligations prior to the payment in full of the Guaranteed Obligations, and until all indebtedness to the Lender shall have been paid in full, the Guarantor shall have no right of subrogation, and the Guarantor waives any defense the Guarantor may have based upon any election of remedies by the Lender which destroys the Guarantor's subrogation rights or the Guarantor's rights to proceed against the Borrower for reimbursement, including, without limitation, any loss of rights the Guarantor may suffer by reason of any rights, powers or remedies of the Borrower in connection with any anti - deficiency laws or any other laws limiting, qualifying or discharging the indebtedness to the Lender. The Guarantor further waives any right to enforce any remedy which the Lender now has or may in the future have against the Borrower, any other guarantor or any other person and any benefit of, or any right to participate in, any security whatsoever now or in the future held by the Lender. Notwithstanding anything to the contrary in this Agreement, the Guarantor hereby irrevocably waives all rights which the Guarantor may have at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of the Lender) to seek contribution, indemnification or any other form of reimbursement from the Borrower, any other guarantor of the Guaranteed Obligations, or any other person now or hereafter primarily or secondarily liable for any obligations of the Borrower to the Lender, for disbursement, payment or other transfer, directly or indirectly, made by the Guarantor or of an interest in property of the Guarantor (including foreclosure of liens) under or in connection with this Agreement or otherwise. 11. Guarantor's Understanding with Respect to Waivers. The Guarantor warrants and agrees that each of the waivers set forth above is made with the Guarantor's full knowledge of their significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only the extent permitted by law. 12. Defeasance. This Agreement shall terminate at such time as the Commitment has terminated and all of] the Guaranteed Obligations have been paid in full and all other obligations of the Guarantor to the Lender under this Agreement have been satisfied in full; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, all the provisions of this Agreement and the other Loan Documents shall continue to be effective or shall be reinstated, as the case may be, if any payment hereunder or in connection with any of the Guaranteed Obligations or the Loan Documents at any time made by or on behalf of the Guarantor or the Borrower is rescinded or otherwise must be returned as a result of the bankruptcy, insolvency or reorganization of the Guarantor or the Borrower or otherwise, all as if such payment had not been made. 13. Notice. All notices, requests, demands, consents or other communications given hereunder or in connection herewith shall be in writing, shall be sent by registered or certified mail, return receipt requested, postage prepaid, or by hand delivery or expedited delivery service, delivery charges prepaid and with acknowledged receipt of delivery, shall be deemed given on the date of acceptance or refusal of acceptance shown on such receipt and shall be addressed to the Guarantor or the Lender, as applicable, at the following applicable address: If to the Guarantor, to: _________________________ With a copy by ordinary first class mail to: _________________________ Attn: _________________________ _________________________ If to the Lender, to: _________________________ Attn: _________________________ P.O. Box _______________________ ___________, ________ __________ With a copy by ordinary first class mail to: _________________________ Attn: _________________________ _________________________ Post Office Box _________________________ _____________, _________________________ ______________ The Guarantor or the Lender may, by notice given as aforesaid, change its address for all subsequent notices. Each notice by or on behalf of the Lender shall be deemed sufficient if signed by any one of the Lender's officers or by the Lender's counsel and if otherwise given or made in compliance with this Section. 14. Successors and Assigns. Whenever in this Agreement, any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party, including, without limitation, the holders, from time to time, of the Guaranteed Obligations; and all representations, warranties, covenants and agreements by or on behalf of the Guarantor which are contained in this Agreement shall inure to the benefit of the Lender's successors and assigns, including, without limitation, said holders, whether so expressed or not. 15. Applicable Law. Etc. [This Agreement is made and delivered in the State of _________________________ and shall be governed by the laws thereof.) [or) [This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of the State of _________________________, regardless of (a) where this Agreement is executed or delivered, (b) where any payment or other performance required by this Agreement is made or required to be made, (c) where any breach of any provision of any such instrument occurs or any cause of action otherwise accrues, (d) where any action or other proceeding is instituted or pending, (e) the nationality, citizenship, domicile, principal place of business, jurisdiction of organization or domestication of any party, (f) whether the laws of the forum jurisdiction otherwise would apply the laws of a jurisdiction other than the State of _________________________, or (g) any combination of the foregoing.) The Guarantor and the Lender hereby irrevocably consent (a) to the jurisdiction of the Courts of the __________ County, _________________________ and of any Federal Court located in the ______________ District of _________________________, _______________________ Division, and agree that venue in each of such Courts is proper in connection with any action or proceeding arising out of or relating to this Agreement or any document or instrument delivered pursuant to this Agreement, and (b) to the service or process by certified mail, return receipt requested. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any party in any other jurisdiction. 16. Modification Agreement. No modification or waiver of any provision of this Agreement, nor any consent to any departure by the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender, and such modification, waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other or further notice or demand in the same, similar or other circumstances. 17. Waiver of Rights by Lender. Neither any failure nor any delay on the Lender's part in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege. 18. Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, but this Agreement shall be reformed and construed and enforced to the maximum extent permitted by applicable law. 19. Entire Contract. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede and take the place of any other instruments purporting to be an agreement of the parties hereto relating to the subject matter hereof. 20. Headings: Counterparts. Headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument, and in pleading or proving any provisions of this Agreement, it shall not be necessary to produce more than one of such counterparts. 21. Remedies Cumulative. No remedy herein conferred upon the Lender is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. WITNESS the execution hereof as of the day and year first above first written. GUARANTOR _________________________ The foregoing is hereby accepted as of the day and year above first written: _________________________ By: Its