Fill and Sign the Parent Guaranty Agreement Secgov Form

-1- 7.10 Form of Parent GuarantyThe following is a form of Guaranty to be used in connection with a guaranty of a participant's obligations (whether in its capacity as member or as counterparty to any of the other ancillary agreements) by the parent entity of that participant. This particular guaranty is made for the benefit of another participant in the joint venture; however, there is no reason that a guaranty may not be made in favor of the joint venture itself, or both the joint venture and the other participants. GUARANTY This Guaranty, dated as of [DATE] (this "Guaranty"), is made by Parent Inc., a [STATE] [corporation] ("Guarantor"), which is the ultimate parent of Participant A Inc. ("Participant"), in favor of Participant B Corporation, a [STATE] [corporation] (the "Guaranteed Party"). BACKGROUND A. Participant and the Guaranteed Party have formed Joint Venture LLC, a [STATE] [limited liability company] ("JV"), and have entered into a Limited Liability Company Agreement, of even date herewith (the "Operating Agreement"). B. To induce the Guaranteed Party to enter into the Operating Agreement and to become a member of JV, Guarantor has agreed to guarantee the obligations of Participant under the Operating Agreement in accordance with the terms of this Guaranty. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor hereby agrees as follows: 1 GUARANTY. 1.1 Guaranty. Guarantor hereby guarantees payment and performance of Participant's obligations pursuant to the Operating Agreement and each of the other agreements explicitly referenced in the Operating Agreement to which Participant is a party (collectively, the "Guaranteed Obligations"). During the term of this Guarantee, Guarantor's guaranty shall be continuing and irrevocable, and Guarantor shall remain obligated hereunder until the payment and performance in full of the Guaranteed Obligations. Guarantor hereby authorizes Participant, without notice, demand or consent of any kind, and without affecting Guarantor's rights hereunder, to renew, alter, compromise, amend, extend, accelerate or otherwise modify any of the Guaranteed Obligations or any part thereof, at any time and from time to time. -1- 2. REPRESENTATIONS AND WARRANTIES.To induce Guaranteed Party to accept this Guarantee, Guarantor represents and warrants to Guaranteed Party that: 2.1 Organization/Power. Guarantor is a [corporation] that is duly organized, validly existing and in good standing under the laws of [STATE], and possesses all requisite power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. 2.2 Authorization. Guarantor has the necessary power and authority to enter into, execute and deliver this Guaranty and to perform its obligations hereunder. The execution and delivery of this Guaranty have been duly and validly authorized by all required action on the part of Guarantor (including, without limitation, action by any governing body or any holders of equity securities of Guarantor, if applicable). This Guaranty has been executed and delivered by Guarantor and constitutes a legal and binding agreement enforceable against Guarantor in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and similar laws affecting creditors' rights. 2.3 No Conflicts. No consents, permits, authorizations, orders and approvals from (or any filings or registrations with) any natural person, firm, partnership, association, corporation, company, trust, business trust, governmental entity, or any other entity (each, a "Person"), pursuant to applicable law or contracts or other agreements with Participant, are required in connection with the performance of Participant's obligations under this Guaranty. The execution, delivery and performance of this Guaranty by Participant shall not: (a) result in a violation of any law, rule, ordinance, regulation, order, judgment or decree applicable to Guarantor; or (b) conflict with or result in a material breach of or default (with or without the giving of notice, the passage of time or both) under any mortgage, lien, lease, license, permit, agreement, contract or instrument to which Guarantor is a party or by which Guarantor may be bound. 3. MISCELLANEOUS. 3.1 Governing Law. This Guaranty shall be governed in all respects by the laws of [STATE] without regard to provisions regarding choice of laws. 3.2 Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any party hereto and the closing of the transactions contemplated hereby. 3.3 Successors and Assigns. Except as otherwise expressly provided in this Guaranty, the provisions of this Guaranty shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties to this Guaranty whose rights or obligations hereunder are affected by such amendments. This Guaranty and the rights and obligations in it may not be assigned by any party hereto without the written consent of the other parties hereto. -1- 3.4 Entire Agreement. This Guaranty constitutes the entire understanding and agreement between the parties with regard to the subjects hereof. 3.5 Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Guaranty shall be in writing and shall be conclusively deemed to have been duly given: (a) when hand delivered to the other party; (b) when received if sent by facsimile at the address set forth below; or (c) five (5) business days after deposit in the U.S. mail with first-class or certified mail receipt requested postage prepaid and addressed to the other party as set forth below: If to Participant: [PARTICIPANT ADDRESS] [PARTICIPANT FAX] Attention: If to JV: [JV ADDRESS][JV FAX] Attention: Each person making a communication hereunder by facsimile shall promptly confirm receipt by telephone to the person to whom such communication was addressed each communication made by it by facsimile pursuant hereto, but the absence of such confirmation shall not affect the validity of any such communication. A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 3.5 by giving the other party written notice of the new address in the manner set forth above. 3.6 Amendments and Waivers. Any term of this Guaranty may be amended only with the written consent of each of the parties to this Guaranty. 3.7 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to JV or to Participant, upon any breach or default of any party hereto under this Guaranty, shall impair any such right, power or remedy of JV, or Participant nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring, nor shall it be construed as a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of JV or Participant of any breach or default under this Guaranty or any waiver on the part of JV or Participant of any provisions or conditions of this Guaranty must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Guaranty or by law or otherwise afforded to JV or Participant, shall be cumulative and not alternative. 3.8 Legal Fees. In the event of any action at law, suit in equity or arbitration proceeding in relation to this Guaranty, any assets or liabilities described herein, the prevailing party, shall be paid by the nonprevailing party a reasonable sum for attorneys' fees and expenses incurred by such prevailing party. -1- 3.9 Titles; Construction. The titles of the Sections, paragraphs and subparagraphs of this Guaranty are for convenience of reference only and are not to be considered in construing this Guaranty. Whenever the words "included," "includes" or "including" are used in this Guaranty, they shall be deemed to be followed by the words "without limitation." No rule of construction shall be applied to the disadvantage of a party by reason of that party having been responsible for the preparation of this Guaranty or any part hereof. 3.10 Counterparts. This Guaranty may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. IN WITNESS WHEREOF, Guarantor has caused this Guarantee to be duly executed and delivered as of the date first above written. GUARANTOR: PARENT INC. By: Name: Title: ACCEPTED: GUARANTEED PARTY PARTICIPANT B INC. By: Name: Title: