Guarantor Resolution Agreement

GUARANTOR RESOLUTION AGREEMENT

This Guarantor Resolution Agreement (the Agreement) is entered into as of by and between Guarantor Name: (the Guarantor), and Beneficiary Name: .

RECITALS

WHEREAS, the Beneficiary and a borrower are parties to a certain agreement described as: (the Underlying Agreement), pursuant to which obligations may be owed to the Beneficiary; and

WHEREAS, the Guarantor has determined that it is in its corporate interest or personal interest to guarantee certain obligations of the borrower under the Underlying Agreement as further described herein; and

WHEREAS, the Guarantor seeks to set forth the authorization and terms under which it will execute one or more guaranty instruments in favor of the Beneficiary.

NOW, THEREFORE

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

1. AUTHORIZATION AND ADOPTION OF RESOLUTION

The Guarantor hereby certifies that all corporate or other organizational proceedings required to authorize the execution, delivery and performance of the guaranty and related documents described in this Agreement have been duly taken. The authority for such action was vested in: , and such action was taken on .

2. GUARANTY

The Guarantor unconditionally guarantees to the Beneficiary the punctual payment and performance of all present and future obligations of the borrower under the Underlying Agreement up to an aggregate principal amount of (the Guaranteed Obligations), together with interest, fees, costs and expenses.

This guaranty is primary and continuing, and shall not be released, impaired or affected by any extension, modification, settlement, or renewal of the Underlying Agreement or by any act or omission of the Beneficiary, except as agreed in writing by the Beneficiary and the Guarantor.

3. LIMITATIONS AND CONDITIONS

The liability of the Guarantor under this Agreement shall be limited to the Guaranteed Obligations as set forth above, subject to the terms herein. The Guarantor shall not be liable for punitive damages unless permitted by applicable law.

4. REPRESENTATIONS AND WARRANTIES

The Guarantor represents and warrants to the Beneficiary that: (a) the Guarantor has full power and authority to enter into and perform this Agreement; (b) this Agreement constitutes the valid and binding obligation of the Guarantor enforceable in accordance with its terms; and (c) the execution, delivery and performance of this Agreement will not violate any law, agreement, or instrument to which the Guarantor is a party or by which it is bound.

5. COVENANTS

The Guarantor covenants that it will: (a) perform all obligations expressly undertaken by it under this Agreement; (b) provide the Beneficiary, upon request, with evidence of the continuing authority and organizational existence of the Guarantor; and (c) not take any action intended to avoid or diminish the effectiveness of this guaranty.

6. INDEMNITY; EXPENSES

The Guarantor agrees to indemnify and hold harmless the Beneficiary from and against any losses, liabilities, costs and expenses (including reasonable attorneys' fees) incurred by the Beneficiary by reason of any default by the Guarantor or the enforcement of this Agreement, to the extent permitted by law.

7. NOTICES

All notices under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by nationally recognized overnight courier, or by certified mail to the addresses set forth above or such other address as a party may designate by notice.

8. ENFORCEMENT; REMEDIES

The Beneficiary shall have all remedies available at law or in equity for enforcement of the Guarantor's obligations, including the right to proceed directly against the Guarantor without first proceeding against the borrower. No delay or omission by the Beneficiary in exercising any right shall operate as a waiver of such right.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT

This Agreement, together with any guaranty documents executed pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating thereto.

11. SEVERABILITY

If any provision of this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any term shall be effective unless in writing signed by the party waiving compliance. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

13. FURTHER ASSURANCES

Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the purposes and intent of this Agreement.

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