Environmental Guaranty Agreement

This Guaranty Agreement (“Guaranty”), is made and effective this_________day of ______________, 20_________by and between

________________________________________________________________________________________(hereinafter “Guarantor”), and Great

American Insurance Company, by and through its Environmental Division (collectively, the “Company”).

WHEREAS, Company has agreed to issue the policy(ies) specified in Exhibit A and may in the future issue renewals, modifications
or replacements of same (all original policies and any renewals, modifications, or replacements of such policies are hereinafter
collectively referred to as “Policies”); and

WHEREAS, pursuant to the terms of the Policies, Company agrees to provide insurance coverage to__________________________
as described therein; and

WHEREAS, Company requires, as a condition to issuing the Policies, that Guarantor execute and deliver this Guaranty, which
Guarantor is willing and freely able to do.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the Company and Guarantor (hereinafter referred to as “Parties”), the
Parties agree as follows:

1. Agreement to Guaranty
Guarantor irrevocably and unconditionally promises to pay the Company on demand, within thirty (30) days from the
date of demand, in lawful money of the United States of America, without offset or deduction, any and all past, present
and future amounts paid by the Company under the Policies, including but not limited to allocated and unallocated loss
adjustment expenses.
2. Guarantor’s Obligations Are Absolute
This Agreement is an absolute guaranty of payment and performance and not of collection. The obligations of the
Guarantor are direct, primary and unconditional and shall remain in full force and effect until the Guarantor has fully
discharged its obligations to the Company and, prior to such time, Guarantor’s obligations shall not be released
discharged or in any way affected by:
a. the validity or enforceability of the Policies;
b. the absence of an action to enforce the Policies;
c. any variation, extension, waiver, compromise or release of any or all obligations of the Guarantor;
d. the rendering of a judgment against the Guarantor, or any action to enforce a judgment;
e. any termination, amendment or modification of the Policies;
f. any voluntary or involuntary bankruptcy, insolvency, reorganization, assignment for the benefit of creditors,
receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings
with respect to the Guarantor, or any action taken by any trustee or receiver or by any court in any such proceeding,
specifically including any action or order to restore any payment, or any part thereof, as a preferential transfer;
g. any merger or consolidation of the Guarantor into or with any other entity, or any sale, lease or transfer of any of the
assets of the Guarantor to any other person or entity;
h. any change in the ownership of any interests of the Guarantor; or
i. any change in the laws, rules, or regulations of any jurisdiction, or by any present or future action of any
governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend,
reduce, vary or otherwise affect, any of the obligations of the Guarantor under this Guaranty.
3. Waiver of Defenses
The Guarantor expressly waives, to the fullest extent permitted by applicable law, each and every defense under the
principles of guaranty or suretyship which would otherwise operate to impair or diminish the Guarantor’s direct and
primary liability to the payment and other obligations hereunder, if and when called upon to do so. The Guarantor
acknowledges and understands that nothing except the full payment of all amounts due and complete compliance with
of the obligations under this Guaranty shall release and discharge the Guarantor from its liability hereunder.

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GUARANTY AGREEMENT

4. Waiver of Presentment or Notice

The Guarantor expressly waives diligence, presentment, demand for performance, protest, filing of claims with a court in
the event of insolvency or bankruptcy of the Guarantor and all notices whatsoever, including but not limited to notices of
non-payment or non-performance, notices of protest, notices of any breach and notices of acceptance of this Guaranty.
5. Successors
This Guaranty will inure to the benefit of the Company and its successors and will be binding upon the Guarantor and
its successors, including transferee(s) of substantially all of the assets of the Guarantor, and its shareholders in the
event of dissolution or insolvency.
6. Assignment
This Guaranty may not be assigned without the prior written consent of the Company.
7. Termination
This Guaranty will terminate by mutual written agreement of the Guarantor and the Company. Termination will not
affect the obligations of the Guarantor with respect to payments made by Company under the Policies, whether paid
by Company before or after the effective date of termination, and such obligations of the Guarantor will remain in effect
until all such obligations have been paid and discharged. After termination and upon satisfaction by the Company that
the Guarantor has fully discharged its obligations hereunder, the Company will return to the Guarantor any collateral, if
any provided, securing obligations under this Guaranty.
8. Attorney’s Fees
In the event any action is brought regarding this Guaranty, the prevailing party will be paid its reasonable attorney’s fees
and costs incurred therein.
9. Notices
Any notices given or required to be given under this Guaranty will be in writing and will be given by international courier
or certified mail to the following addresses:
If to Company: 401 Plymouth Road, Suite 100, Plymouth Meeting, PA 19462;
If to the Guarantor_____________________________________________________________________________________________
10. Entire Agreement
This Guaranty, including any exhibits or attachments referred to herein, constitutes the final, complete, and exclusive
statement of the terms of the agreement between the Parties as to the subject matter hereof, and supersedes all
prior and contemporaneous agreements, representations and understandings of the Parties, whether written or oral.
Modifications to this Guaranty must be made, in writing, and signed by authorized representatives of both Parties.
11. Governing Law
This Guaranty and all rights, obligations, and liabilities hereunder will be governed by and construed in accordance with
the laws of the State of New York, regardless of any conflict of laws rules.
12. Jurisdiction
In the event of a dispute under this Guaranty, the Guarantor hereby consents to the jurisdiction of a court of competent
jurisdiction within the State of New York and the Guarantor will comply with all requirements necessary to give the court
jurisdiction. Nothing in this Agreement constitutes or should be understood to constitute a waiver of the Company’s
rights to remove an action to a United States District Court in the State of New York.
13. Counterparts
This Guaranty may be executed in two or more counterparts, each of which will be deemed an original, but all of which
together shall constitute one and the same instrument.
14. Descriptive Headings
The descriptive headings used herein are inserted for the convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Guaranty.

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GUARANTY AGREEMENT

15. Severability
If any provisions of this Guaranty should be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction,
the validity, legality and enforceability of the remaining provisions will not be affected thereby.
16. Authority
The Guarantor represents and warrants that it has the corporate power to enter into this Guaranty, that its execution of
this Agreement has been authorized by all necessary action under its Articles of Incorporation or By-Laws, and that the
person signing this Guaranty on its behalf has the authority to do so.

IN WITNESS WHEREOF, and intending to be legally bound, the Guarantor and the Company have caused this Agreement to be executed
as of the date above written.

Guarantor Company

By: ___________________________________________________ By: ___________________________________________________

Name Name

___________________________________________________ ___________________________________________________
Title Title

___________________________________________________ ___________________________________________________
Date Date

Main Office New York San Francisco

397 Eagleview Blvd., Suite 100 111 Broadway, Suite 809 100 Pine Street, Suite 2250
Exton, PA 19341 New York, NY 10006 San Francisco, CA 94111

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GUARANTY AGREEMENT

Exhibit A
The following Policies are subject to this Guaranty between the Guarantor and the Company as of the date above written:
Policy Number Policy Period Coverage Line

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