Corporate Guarantor Resolution Agreement

CORPORATE GUARANTOR RESOLUTION AGREEMENT

This Corporate Guarantor Resolution Agreement (the Agreement) is made as of Effective Date: by and between Guarantor Name: a corporation organized under the laws of State of Incorporation: with principal place of business at Address: (Guarantor), and Secured Party Name: with principal address at Address: (Secured Party).

RECITALS

WHEREAS, Secured Party and Borrower (as defined in the underlying Credit Agreement) have entered into a certain credit accommodation described as Agreement Name: dated as of Agreement Date: (the Credit Agreement), pursuant to which certain Obligations may be owing from time to time.

WHEREAS, Secured Party has required, or Guarantor has agreed to provide, a guaranty of payment and performance of the Obligations described in the Credit Agreement up to the Guaranty Limit set forth below.

WHEREAS, the board of directors of Guarantor has determined that it is in the best interests of Guarantor to authorize the execution and delivery of this Agreement and to approve the Guaranty and other documents and actions contemplated hereby.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Obligations" means all advances, debts, liabilities, obligations, covenants, costs, expenses and indemnities of Borrower to Secured Party under the Credit Agreement and related documents, whether direct or indirect, absolute or contingent, now existing or hereafter arising. "Guaranty" means the guaranty of payment and performance set forth in Section 3 of this Agreement. Other capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

2. AUTHORIZATION OF GUARANTY

The board of directors of Guarantor hereby authorizes and approves the execution, delivery and performance by Guarantor of this Agreement and all other documents, instruments and agreements contemplated hereby. The board action authorizing this Agreement was taken by: Action: A meeting of the board of directors A written unanimous consent of the board of directors

The officers of Guarantor are authorized to execute and deliver this Agreement and to take such further actions and execute such further instruments as may be necessary or desirable to effectuate the purposes of this Agreement.

3. GUARANTY

Guarantor, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to Secured Party the prompt payment when due of all Obligations up to a maximum aggregate amount of Guaranty Limit: (the Guaranty Limit). This Guaranty is a continuing guaranty and shall remain in full force and effect until termination in accordance with Section 14.

4. NATURE OF LIABILITY

Guarantor's liability under this Agreement is unconditional and independent from the liability of Borrower. Guarantor agrees that its obligations shall not be released, diminished or impaired by any change in the time, manner or place of payment, or any release, settlement or modification of the Obligations, by operation of law or otherwise, and Guarantor waives any right to require Secured Party to resort first to any collateral or to marshal any assets.

5. WAIVER OF DEFENSES

Guarantor expressly waives (to the fullest extent permitted by law) any right to interpose any defense based upon the incapacity, lack of authority, dissolution or bankruptcy of Borrower, any defense arising by reason of any disability or other defense of Borrower, or any defense as to the validity, enforceability or duration of the Obligations, except defenses based on actual payment in full by Borrower and Guarantor.

6. REPRESENTATIONS AND WARRANTIES OF GUARANTOR

Guarantor represents and warrants that: (a) Guarantor is a duly organized and validly existing corporation in good standing under the laws of the State of Incorporation: ; (b) Guarantor has full corporate power and authority to execute, deliver and perform this Agreement; (c) the execution and delivery of this Agreement and the performance of Guarantor's obligations hereunder will not violate Guarantor's organizational documents or any material agreement or law applicable to Guarantor; and (d) all corporate proceedings necessary to authorize the execution, delivery and performance of this Agreement have been duly taken.

7. INDEMNITY

Guarantor shall indemnify, defend and hold harmless Secured Party from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees and costs) arising out of or resulting from any breach by Guarantor of any representation, warranty or covenant in this Agreement or from the enforcement of this Agreement.

8. NOTICES

Notices to Guarantor

Notices to Secured Party

All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, when sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, to the addresses set forth above or to such other address as either party may designate by notice to the other.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Governing State: without regard to principles of conflicts of law.

10. ENTIRE AGREEMENT

This Agreement, together with the Credit Agreement and the other documents executed contemporaneously herewith, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements relating thereto.

11. SEVERABILITY

If any provision of this Agreement is held 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.

12. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No waiver by any party of any default shall constitute a waiver of any other default or of the same default on a future occasion.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Signatures transmitted by electronic facsimile or as a PDF attachment shall be binding as originals.

14. EFFECTIVENESS AND TERMINATION

This Agreement shall be effective as of Effective Date: and shall continue in effect until the Obligations are paid in full and all commitments under the Credit Agreement are terminated or until otherwise agreed in writing by Secured Party and Guarantor.

15. CERTIFICATION OF CORPORATE ACTION

The undersigned, being the duly appointed Secretary of Guarantor, hereby certifies that the foregoing resolutions were duly adopted by the board of directors of Guarantor on the date set forth below and are now in full force and effect, and that the persons executing this Agreement on behalf of Guarantor are duly authorized to do so.

Date of Board Action

Record of Action (describe meeting or consent)

16. MISCELLANEOUS

All obligations of Guarantor under this Agreement shall bind Guarantor and its successors and permitted assigns. Guarantor may not assign its rights or delegate its duties under this Agreement without the prior written consent of Secured Party. The parties intend that the provisions of this Agreement be enforceable by and for the benefit of Secured Party and its successors and assigns.

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