Legal Company Guarantee Resolution

LEGAL COMPANY GUARANTEE RESOLUTION

The undersigned, being all of the directors of Company Name: , a corporation organized under the laws of State of Incorporation: , with principal office at Principal Office: (the "Company"), hereby adopt the following resolutions at a meeting held on Meeting Date: .

RECITALS

WHEREAS, an affiliate or obligor of the Company desires the Company to provide a guaranty (the "Guarantee") to secure certain obligations arising under a credit facility, loan agreement, note, or other financing arrangement (collectively, the "Obligations") in favor of Obligee Name: ; and

WHEREAS, the Board has considered the terms and potential liabilities of the proposed Guarantee, including the business purpose and potential benefit to the Company, and has determined that it is advisable and in the best interests of the Company to authorize the execution and delivery of the Guarantee subject to the terms set forth herein; and

WHEREAS, the Board desires to delegate to certain officers the authority to negotiate, execute and deliver the Guarantee and any related documents, and to take all actions necessary or advisable to effectuate the Guarantee.

NOW, THEREFORE, BE IT RESOLVED

1. AUTHORIZATION TO ENTER INTO GUARANTEE

The Company is hereby authorized, directed and empowered to enter into a guaranty, indemnity, or similar guarantor obligation on behalf of the obligor identified in the recitals, in substantially the form reviewed by the Board and on such terms and conditions as the authorized officers determine to be in the best interest of the Company. The maximum aggregate liability of the Company under the Guarantee shall not exceed Maximum Liability: , unless the Board approves an increase by subsequent resolution.

2. TERMS AND CONDITIONS OF GUARANTEE

The Guarantee shall include, without limitation, covenant and indemnity obligations, payment and performance guarantees, waiver of notice, extension and presentment requirements, and provisions for setoff and subrogation consistent with commercial guarantee practice. The Guarantee shall be subject to customary defenses and limitations set forth therein and as negotiated by the officers executing the Guarantee.

3. EXECUTION; AUTHORIZED OFFICERS

The officers of the Company, specifically the Chief Executive Officer, President, Chief Financial Officer, Treasurer or General Counsel (each an "Authorized Officer"), are authorized and directed to negotiate, finalize, execute, deliver and perform the Guarantee and any ancillary documents, instruments or certificates (including collateral agreements and subordinations) on behalf of the Company. Execution of the Guarantee by any Authorized Officer shall be conclusive evidence of the approval of the final terms and the authority granted by these resolutions.

4. RATIFICATION; BINDING EFFECT

All actions previously taken by any Authorized Officer or other agent of the Company in connection with the negotiation, execution, delivery or performance of any documents related to the Guarantee are hereby ratified and confirmed in all respects. The Guarantee and related documents when executed and delivered in accordance with these resolutions shall be binding obligations of the Company enforceable in accordance with their terms.

5. REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to any obligee relying on this Resolution that (a) the Company is duly organized, validly existing and in good standing under the laws of the State of Incorporation; (b) these resolutions have been duly adopted and are in full force and effect; and (c) when executed and delivered, the Guarantee and related documents will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency or similar laws.

6. NOTICES

All notices, requests and other communications in connection with the Guarantee shall be delivered to the addresses set forth below, or to such other address as a party may designate by written notice:

7. GOVERNING LAW

This Resolution and the Guarantee shall be governed by and construed in accordance with the laws of the State of Governing Law State: , without regard to conflict of laws principles that would result in the application of the laws of another jurisdiction.

8. ENTIRE AGREEMENT

These resolutions constitute the entire action of the Board with respect to the subject matter hereof and supersede any prior resolutions, authorizations or understandings, whether written or oral, relating to the Guarantee, except to the extent otherwise expressly provided in a subsequent resolution adopted by the Board.

9. SEVERABILITY

If any provision of these resolutions or the application thereof to any person or circumstance shall be held 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.

10. AMENDMENTS; WAIVER

These resolutions may be amended or rescinded by the Board, and no waiver of any provision shall be effective unless in writing and signed by an Authorized Officer of the Company.

11. COUNTERPARTS

The Guarantee and any related documents 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. Facsimile, electronic image or other electronic transmission of an executed counterpart shall constitute effective execution and delivery.

CERTIFICATION BY CORPORATE SECRETARY

I hereby certify that I am the duly elected and acting Corporate Secretary of the Company; that the foregoing is a true and correct copy of resolutions duly adopted by the Board of Directors of the Company at a meeting duly held in accordance with law and the bylaws of the Company on the date set forth below; and that such resolutions are now in full force and effect.

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