Fill and Sign the Financial Support Agreement Form

Financial Support Agreement -- Guaranty of Obligation Financial Support Agreement made on the ________________ (date) , by ______________________ (Name of Guarantor) , a corporation organized and existing under the laws of the state of _________________, with its principal office located at _____________ ____________________________________________________________________________ (street address, city, state, zip code) , referred to herein as Guarantor , and _______________ (Name of Beneficiary of Guaranty) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ____________________________ _____________________________________________________________ (street address, city, state, zip code) , referred to herein as Company . For and in consideration of the agreement by Guarantor to issue or continue to maintain the Guaranty, a copy of which is attached as Exhibit A hereto (the Guaranty ), for the benefit of Company, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned agree as follows: 1. Guaranty Fee The Guaranty Fee shall be ______% per annum, calculated monthly, and charged on the month-end outstanding balance of the Guaranty, as evidenced by the amortization schedule attached thereto or included therein, and will be payable semi-annually on June 30 and December 31 of each calendar year. If the Guaranty is outstanding for less than a full calendar month, the Guaranty Fee shall be computed based on the outstanding balance of the Guaranty on each calendar day of such month that the Guaranty shall remain in effect. 2. Adjustment to Guaranty Fee The Guaranty Fee set forth above was determined based on the assumption that Company's credit rating would continue to be equivalent to the average of the ratings of BBB/Baa2 and BBB-/Baa3. Guarantor shall have a one-time right to increase, effective prospectively, the Guaranty Fee (the Adjusted Guaranty Fee ) if either one of the following events occurs: (i) Standard & Poor's issues a credit rating for Company of BB+ or less or (ii) Moody's issues a credit rating for Company of Ba1 or less. Such right may be exercised at any time by written notice to Company. If either of the events described in (i) or (ii) above occurs, the Adjusted Guaranty Fee shall be determined by Guarantor by averaging the rates quoted to Guarantor by three nationally recognized banking institutions for a credit equivalent to the published credit ratings of Company. The Adjusted Guaranty Fee shall become the Guaranty Fee payable under Agreement from and after the date on which Guarantor provides Company written notice of the Adjusted Guaranty Fee. 3. Payment of Fee: The Guaranty Fee is due not later than five (5) business days following the end of each semi-annual payment period and shall be delivered by electronic funds transfer to ___________ __________________ (wire transfer instructions) or such other bank account as shall be provided to Company by Guarantor in writing at least five (5) business days prior to the date of electronic funds transfer. In the event the Guaranty is terminated, replaced by Company or expires prior to the end of the semi-annual payment period, the Guaranty Fee will be due not later than five (5) business days following the termination of all obligations of Guarantor under the Guaranty. 4. Late Payment Fee: A Late Payment Fee in the amount of prime rate plus 1.00% per annum, calculated daily, commencing on the day immediately following the due date and based upon the number of days elapsed prior to payment of all amounts due shall be included with any overdue payment of Guaranty Fee. 5. Duty of Inquiry: Guarantor shall have no obligation to consult with Company or make any independent investigation prior to any decision to honor or dishonor any payment request under the Guaranty. 6. Return of Documents: Company shall present the Guaranty to Guarantor for cancellation at the address of Guarantor set forth at the end hereof, or such other address as shall be provided to Company by Guarantor in writing, following the termination of all obligations of Guarantor under the Guaranty. 7. Indemnification: Company will reimburse, indemnify and hold harmless Guarantor from and against any and all payments, losses, damages, costs and expenses (including attorneys' fees and court costs) paid or incurred by Guarantor, its officers, directors, agents, and employees, as a result of any claim made under this Agreement or the Guaranty. 8. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 9 . Notices Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 10. Underlying Documents: Company agrees to provide Guarantor with an executed copy of each document entered into by Company as of the date first above written and from time to time which creates an obligation of Company that is guaranteed by the Guaranty, at the address of Guarantor set forth at the end hereof, or such other address as shall be provided to Company by Guarantor in writing. 11. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 12. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 13. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. WITNESS our signatures as of the day and date first above stated. _______________________ ________________________ (Name of Guarantor) (Name of Company) By:____________________________ By:_______________________________ ________________________ _________________________ (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) ________________________ _________________________ (Signature of Officer) (Signature of Officer)