Legal Guarantee Resolution Template

LEGAL GUARANTEE RESOLUTION

This Legal Guarantee Resolution (the "Resolution") is made and entered into as of by and between Guarantor Name: , a organized under the laws of with principal place of business at (the "Guarantor"), and Beneficiary Name: with principal place of business at (the "Beneficiary").

RECITALS

WHEREAS, the board of directors or other governing body of the Guarantor has determined that it is in the best interests of the Guarantor to provide a guarantee in favor of the Beneficiary in connection with certain obligations of (the "Principal Obligor") under existing or future agreements described below;

WHEREAS, the Guarantor has reviewed the material business terms, including the maximum exposure contemplated and any collateral arrangements, and has determined that the guarantee will further the business purposes of the Guarantor; and

WHEREAS, the Guarantor has the corporate power and authority and has taken all corporate actions necessary to authorize the execution, delivery and performance of the guarantee contemplated herein.

NOW THEREFORE

NOW, THEREFORE, BE IT RESOLVED, that the Guarantor, by authority of its board of directors or governing body, adopts the following resolutions and directs that such resolutions be evidenced in the minutes of such meeting and be carried into effect.

1. AUTHORIZATION OF GUARANTEE

The Guarantor is authorized to enter into and deliver one or more guarantees, indemnities or similar instruments in favor of the Beneficiary in respect of obligations of the Principal Obligor under the agreements identified in the Guarantee Terms section below. Such guarantee(s) may be executed on such terms and conditions as the authorized officers determine to be necessary or appropriate to secure the obligations described herein.

2. GUARANTEE TERMS

The form, scope and duration of each guarantee and any related indemnity shall be in substantially the form approved by the authorized officers and shall include customary provisions for payment, acceleration upon default, setoff, and remedies. Material terms include:

3. MAXIMUM AGGREGATE LIABILITY

The aggregate amount for which the Guarantor may become liable under all guarantees executed pursuant to this Resolution shall not exceed in the aggregate without further approval of the board or governing body.

4. SECURITY; COLLATERAL

The Guarantor may grant security interests or other encumbrances to secure obligations made the subject of any guarantee if such security is approved by the authorized officers. Any security granted shall be described in documentation executed contemporaneously with the guarantee.

5. AUTHORIZED SIGNATORIES

The following officers or other individuals are authorized to negotiate, finalize, execute and deliver guarantees and related documents, and to take any other actions reasonably necessary to effectuate the foregoing:

6. REPRESENTATIONS AND WARRANTIES

The Guarantor represents and warrants that it is duly organized and validly existing under the laws of the jurisdiction of its formation; that it has full corporate power and authority to adopt this Resolution and to perform its obligations hereunder; and that the execution, delivery and performance of the guarantee will not violate any agreement or instrument to which the Guarantor is a party.

7. INDEMNITY

To the extent permitted by applicable law, the Guarantor shall indemnify and hold harmless the Beneficiary from and against any losses, costs, liabilities or expenses (including reasonable attorneys' fees) incurred by the Beneficiary arising from the enforcement of the guarantee, except to the extent such losses arise from the Beneficiary's gross negligence or willful misconduct.

8. NOTICES

All notices required or permitted to be given under this Resolution or any guarantee executed pursuant to this Resolution shall be in writing and shall be delivered to the addresses below (or such other address as a party may designate by written notice).

9. GOVERNING LAW

This Resolution and any guarantee executed pursuant to it shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of laws.

10. ENTIRE AGREEMENT; SEVERABILITY

This Resolution constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to such subject matter. If any provision of this Resolution is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Resolution may be amended only by a writing signed by authorized representatives of both parties. No waiver of any provision of this Resolution shall be effective unless in writing and signed by the party against whom enforcement is sought. This Resolution 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.

12. CERTIFICATION

The undersigned certifies that the foregoing resolutions were duly adopted by the board of directors or other governing body of the Guarantor, that such resolutions are in full force and effect, and that the person or persons named above as authorized signatories are authorized to execute and deliver guarantees and related documents on behalf of the Guarantor.

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