DRAFT – FOR REVIEW PURPOSES ONLY

GUARANTY THIS GUARANTY entered into effective this ___ day of ____________, 201_[INSERT YEAR], is made and delivered by The National Underground Railroad Freedom Center, [INSERT LEGAL NAME OF GUARANTOR], an Ohio non-profit corporation, with an address at 50 East Freedom Way, Cincinnati, OH 45202[insert address] (“NURFC_____”) and the STATE OF OHIO (the "State"), acting by and through the Ohio Cultural Facilities Commission (the "Commission"), all being duly authorized to execute and deliver this Agreement. WlTNESSETH: WHEREAS, the 127th[GA#] Ohio General Assembly appropriated bond funds in the amount of $850,000 [INSERT APPROPRIATION AMOUNT] in AppropriationCAP Line Item C371H2[CAP#] of House Bill 562[#] to NURFCthe [INSERT NAME OF LPS] (the “Project Sponsor”) for reimbursement of construction expenses previously incurred[SHORT DESCRIPTION OF PROJECT] (the "Project"); and WHEREAS, pursuant to the Ohio Revised Code (the “O.R.C.”) Chapter 154, Article VIII Section 2i of the Ohio Constitution, and pursuant to a General Bond Order issued by the Treasurer of State of the State of Ohio (the "Treasurer") on August 31, 2005, as thereafter amended and supplemented, there has been issued State of Ohio Cultural and Sports Capital Facilities Bonds (collectively the "Bonds") for the purpose of providing moneys to pay the costs of acquiring, constructing, reconstructing, rehabilitating, renovating, enlarging and otherwise improving, equipping and furnishing capital facilities; and WHEREAS, pursuant to Resolution No. [R-XX-XX] adopted by the Commission on __________, 2011[INSERT YEAR], the Commission entered into a Cooperative Use Agreement (“CUA”) with the [INSERT NAME OF LPS]NURFC for construction of the Project using a portion of the proceeds of the Bonds (“Project Bond Funds”); and WHEREAS, the [INSERT NAME OR DEFINED TERM FOR GUARANTOR],John E. Pepper, Jr., and Frances G. Pepper, through funds raised by John E. Pepper Jr., and Frances G. Pepperthe [INSERT NAME OR DEFINED TERM FOR GUARANTOR] through a bed tax and other sources (“John E. Pepper Jr., and Frances G. Pepper [INSERT NAME OR DEFINED TERM FOR GUARANTOR] Funds”), supports the [INSERT NAME OF LPS]NURFC with payments totaling approximately $XX00 annually; and WHEREAS, the Commission, in order to secure repayment of the Bonds if there is a default under the CUA with the [INSERT NAME OF LPS],NURFC, has requested that John E. Pepper Jr., and Frances G. Pepperthe [INSERT NAME OR DEFINED TERM FOR GUARANTOR] guaranty repayment of the Project Bond Funds with John E. Pepper Jr., and Frances G. Pepper [INSERT NAME OR DEFINED TERM FOR GUARANTOR] Funds; and WHEREAS, John E. Pepper Jr., and Frances G. Pepper [INSERT NAME OR DEFINED TERM FOR GUARANTOR] desires to so guaranty repayment of the Project Bond Funds. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, stipulating to the veracity of the recitals above and for the purpose of inducing the Commission to enter into the CUA with NURFCthe [INSERT NAME OF LPS], John
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Comment [A1]: Project Specific recital can be used here to describe the relationship between the Guarantor and the LPS

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E. Pepper Jr., and Frances G. Pepper [INSERT NAME OR DEFINED TERM FOR GUARANTOR] as Guarantor and the Commission hereby agree as follows: Section 1. Defined Terms. In addition to the terms defined elsewhere in this Guaranty, the following terms shall have the respective meanings set forth below: (a) “Business Day” means any day other than a Saturday, Sunday, public holiday or other day on which banking institutions in Columbus, Ohio, are generally closed and do not conduct banking business. (b) “Event of Default” means the occurrence of any breach or default under the CUA, any other document executed in relation thereto, or this Guaranty which remains uncured following the expiration of any period of notice or grace applicable thereto under the pertinent agreement. (c) “Guaranteed Obligation” means the payment when due, by acceleration or otherwise, of all of the indebtedness of the [INSERT NAME OF LPS]NURFC under the CUA for the Project Bond Funds or in any other documents executed in relation thereto, which may be or become payable in accordance with the CUA or in any other documents executed in relation thereto. (d) “Guarantor” means John E. Pepper Jr., and Frances G. Pepper.the [LEGAL NAME OF THE GUARANTOR] (e) “Project Bond Funds” means the portion of the State of Ohio Cultural and Sports Capital Facilities Bonds funds expended by the Commission on NURFC the [INSERT NAME OF LPS] project as set forth in the CUA. (f) “Net Proceeds of Collateral” means an amount realized from the liquidation sale or other transfer of collateral purchased by the [INSERT NAME OF LPS]NURFC using Project Bond Funds after payment of all expenses of recovery. (g) “CUA” means the Cooperative Use Agreement dated _____________, July 1, 2008 [INSERT YEAR] entered into by and between the [INSERT NAME OF LPS]NURFC and the Commission. Section 2. Guaranty Unconditional. Guarantor, absolutely and unconditionally, guarantees the prompt payment and performance when due of the Guaranteed Obligation. Guarantor undertakes this continuing, absolute, and unconditional guaranty of the aforementioned payment and performance by NURFCthe [INSERT NAME OF LPS] notwithstanding that any portion of the Guaranteed Obligation may be void, voidable or unenforceable as between NURFC the [INSERT NAME OF LPS] and the Commission. Section 3. Guaranty of Payment.
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This instrument is a guaranty of payment and performance, and not a guaranty of collection. Upon the [INSERT NAME OF LPS]NURFC’s failure to pay or perform any of its obligations under the CUA or in any other documents executed in relation thereto to which it is a party promptly as and when due and prior to the expiration of any applicable period of notice or grace thereunder, the Commission may proceed against the undersigned Guarantor to collect the Guaranteed Obligation, with or without proceeding against the [INSERT NAME OF LPS],NURFC any co-maker or co-surety or co-guarantor, any indorser or any other collateral which may then be held as security for the Guaranteed Obligation. Notwithstanding the foregoing, the Commission acknowledges and agrees that in proceeding against the Guarantor hereunder for payment of Guaranteed Obligation, the Guarantor shall not be required to pay more than [INSERT APPROPRIATION AMOUNT].$850,000.

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Section 4. Obligations Unaffected. The obligations of the undersigned Guarantor under this Guaranty extends to all amendments, supplements, modifications, renewals, replacements or extensions of the CUA. The liability of Guarantor and the rights of the Commission under this Guaranty shall not be impaired or affected in any manner by, and Guarantor hereby consents in advance to, and waives any requirement of notice for, any (1) disposition, impairment, release, surrender, substitution, or modification of any collateral securing the Guaranteed Obligation or the obligations created by this Guaranty or failure to perfect a security interest in any collateral; (2) release (including adjudication or discharge in bankruptcy) or settlement with the [INSERT NAME OF LPS]NURFC or any other party which may be or become liable for the Guaranteed Obligation (including, without limitation, any maker, indorser, guarantor or surety); (3) delay in enforcement of payment of the Guaranteed Obligation or delay in enforcement of this Guaranty; (4) delay, omission, waiver, or forbearance in exercising any right or power with respect to the Guaranteed Obligation or this Guaranty; (5) defense arising from the enforceability, validity or genuineness of the CUA or the Bonds; (6) defenses or counterclaims that the [INSERT NAME OF LPS]NURFC may assert under or in respect of the CUA or in any other documents executed in relation thereto, including, but not limited to, failure of consideration, breach of warranty, fraud, payment, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability, accord and satisfaction and usury; (7) extensions or modifications of the Guaranteed Obligation; or (8) other act or omission which might otherwise constitute a legal or equitable discharge of the undersigned. Guarantor waives all defenses based on suretyship or impairment of collateral, presentment, protest, demand for payment, any right of set-off, notice of dishonor or default, notice of acceptance of this Guaranty, notice of the incurring of any of the Guaranteed Obligation and notice of any other kind in connection with the Guaranteed Obligation or this Guaranty. In the event the Commission shall realize upon any collateral given to secure the CUA or the Project Bond Funds or other obligations of Nthe [INSERT NAME OF LPSURFC], the Net Proceeds of Collateral will be applied first to such portion and percentage of the Guaranteed Obligation, not guaranteed by the undersigned Guarantor. The Commission has sole authority to determine whether to proceed against the Collateral or to seek payment of the Guaranteed Obligation by Guarantor. Section 5. Certain Waivers.
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Until such time as the Guaranteed Obligation shall have been satisfied or discharged in full, regardless of the amount of Guarantor’s obligation to the Commission hereunder, Guarantor hereby waives, releases and discharges any claim, right or remedy which the undersigned may now have or may hereafter acquire against the [INSERT NAME OF LPS]NURFC that arises hereunder or from the performance by Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or remedy of the Commission against the [INSERT NAME OF LPS]NURFC or any security which the Commission may have or acquire, without regard to whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. Additionally, Guarantor waives any requirement that the Commission exhaust any right or remedy, or proceed first against the [INSERT NAME OF LPS]NURFC or any security for the Guaranteed Obligation before calling upon Guarantor for payment of the Guaranteed Obligation. Section 6. Subrogation and Subordination. UNTIL SUCH TIME AS ONE HUNDRED PERCENT (100%) OF THE GUARANTEED OBLIGATION SHALL HAVE BEEN SATISFIED OR DISCHARGED, REGARDLESS OF THE AMOUNT OF GUARANTOR’S OBLIGATION TO THE COMMISSION HEREUNDER, GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHTS GUARANTOR MAY HAVE AT ANY TIME (WHETHER ARISING DIRECTLY OR INDIRECTLY, BY OPERATION OF LAW OR CONTRACT) TO ASSERT ANY CLAIM AGAINST THE [INSERT NAME OF LPS]NURFC ON ACCOUNT OF PAYMENTS MADE BY GUARANTOR UNDER THIS GUARANTY, INCLUDING, WITHOUT LIMITATION, ANY AND ALL RIGHTS OF SUBROGATION, REIMBURSEMENT, EXONERATION, CONTRIBUTION OR INDEMNITY. UNTIL SUCH TIME AS ONE HUNDRED PERCENT (100%) OF THE GUARANTEED OBLIGATION SHALL HAVE BEEN SATISFIED OR DISCHARGED, REGARDLESS OF THE AMOUNT OF GUARANTOR’S OBLIGATION TO THE COMMISSION HEREUNDER, GUARANTOR IRREVOCABLY SUBORDINATES ANY AND ALL INDEBTEDNESS OF THE [INSERT NAME OF LPS]NURFC TO THE GUARANTOR, PRESENT AND FUTURE, HOWEVER EVIDENCED, TO THE PRIOR PAYMENT OF THE GUARANTEED OBLIGATION TO THE COMMISSION. Section 7. Effect of Bankruptcy Proceeding, Etc. If at any time any whole or partial payment of the Guaranteed Obligation is rescinded or must otherwise be restored or returned by the Commission upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the [INSERT NAME OF LPS]NURFC or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, NURFCthe [INSERT NAME OF LPS], this Guaranty will continue to be effective, or be reinstated, as the case may be, all as though such payment had not been made. Section 8. Miscellaneous Provisions. (a) From time to time at the Commission’s request, the undersigned Guarantor will execute and deliver to or as directed by the Commission any and all documents, instruments or agreements of further assurance that the Commission may reasonably require to confirm this Guaranty or to carry out the purpose and intent hereof.

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(b) This Guaranty may not be modified, amended, discharged or terminated except by a written instrument executed by each party against whom such modification, amendment, discharge or termination is sought. (c) No course of dealing and no delay by the Commission in exercising any right or remedy hereunder will affect or impair any other or future exercise of any such right or remedy. The rights and remedies of the Commission under this Guaranty are cumulative and not exclusive of any rights or remedies which may be available to the Commission under the CUA or in any other documents executed in relation thereto, at law or in equity; any or all such remedies may be exercised concurrently or successively. (d) If, after payment of the Guaranteed Obligation is sought by the Commission, John E. Pepper Jr., and Frances G. Pepper, [INSERT NAME OR DEFINED TERM FOR GUARANTOR] areis unable to pay the outstanding Project Bond Funds in a single payment, John E. Pepper Jr., and Frances G. Pepper [INSERT NAME OR DEFINED TERM FOR GUARANTOR], if it is in control of the [INSERT NAME OF LPS]NURFC facility, shall ensure that the improvements paid for with the Project Bond Funds are not in any manner which would adversely affect (i) the validity of the Bonds, or (ii) the exclusion of the interest on the Bonds from the gross income of the holders of the Bonds for federal income tax purposes. (e) Guarantor agrees to pay, or to reimburse the Commission for, any and all out-of-pocket expenses reasonably incurred by the Commission (including, without limitation, reasonable attorneys’ fees and costs) in connection with the enforcement of the Commission’s rights under this Guaranty. (f) If any provision of this Guaranty, or the application of any such provision to any person or circumstance, is held invalid or unenforceable, the remainder of this Guaranty or the application of any such provision to other persons or circumstances will not be affected thereby, and will remain valid and enforceable to the fullest extent permitted by law. (g) This Guaranty will continue to be binding upon and constitute an obligation of Guarantor, an obligation of such Guarantor’s successors and assigns, and will inure to the benefit of the Commission and its successors and assigns. (h) This Guaranty shall be governed by the laws of the State of Ohio. (i) All notices or other written communications hereunder will be deemed to have been properly given (1) one Business Day after having been deposited for overnight delivery with any reputable overnight courier service or (2) three Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed to Guarantor or the Commission, as the case may be, at the addresses set forth on the first page of this Guaranty or addressed as such party may from time to time designate by written notice to the other parties. Either party by notice to the other may designate additional or different addresses for subsequent notices or communications. (j) To the greatest extent permitted by law, Guarantor hereby waives any and all rights to require marshalling of (1) the [INSERT NAME OF LPS]NURFC’s assets or (2) any other
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collateral for the CUA by the Commission. With respect to any suit, action or proceedings relating to this Guaranty (each, a “proceeding”), the Commission and Guarantor irrevocably (a) submits to the non-exclusive jurisdiction of the state and federal courts having jurisdiction in the city of Columbus and the State of Ohio, and (b) waives any objection which it may have at any time to the laying of venue of any proceeding brought in any such court, waives any claim that any proceeding has been brought in an inconvenient forum and further waives the right to object, with respect to such proceeding, that such court does not have jurisdiction over such party. Nothing in this Guaranty shall preclude the Commission from bringing a proceeding in any other jurisdiction nor will the bringing of a proceeding in any one or more jurisdictions preclude the bringing of a proceeding in any other jurisdiction. (k) This Guaranty may be executed in multiple counterparts, and the signature of any party on any counterpart may be attached to any other counterpart; all such signed counterparts shall together comprise a single unified instrument. (l) Guarantor hereby authorizes any attorney at law (which attorney may be an attorney associated with the Commission’s counsel and the Guarantor hereby waiving any conflict of interest) at any time or times to appear in any state or federal court of record in the United States of America after all or any part of the Guaranteed Obligation shall have become due, whether by lapse of time, acceleration, or otherwise, and in each case to waive the issuance and service of process, to present to the court this Guaranty and any note or other writing (if any) evidencing the obligation or obligations in question, to admit the due date thereof and the nonpayment thereof when due, to confess judgment against the undersigned Guarantor in favor of the Commission for the full amount then appearing due, together with interest and costs of suit, and thereupon to release all errors and waive all rights of appeal and any stay of execution. Such attorney confessing judgment on behalf of and against the undersigned Guarantor shall be entitled to a fee which may be paid by the Commission and for which Guarantor shall indemnify the Commission. The foregoing warrant of attorney shall survive any judgment, it being understood that should any judgment against Guarantor be vacated for any reason, the Commission may nevertheless utilize the foregoing warrant of attorney in thereafter obtaining one or more additional judgments against the undersigned Guarantor. The Guarantor waives any conflict of interest in an attorney retained by the Commission to confess judgment against it upon this Guaranty. This Guaranty is executed as of the date and date set forth above. “WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.”

Signed in the presence of:

GUARANTOR:

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_______________________________ Signature _______________________________ By: __________________________________ Printed Name _____________________________________ _______________________________ Printed Name Signature Title: ________________________________ _______________________________ Printed Name By: __________________________________ _____________________________________ Printed Name Title: _________________________________

Signed in the presence of:

STATE OF OHIO, by and through the OHIO CULTURAL FACILITIES COMMISSION

_______________________________ Signature _______________________________ By: __________________________________ Printed Name Kathleen M. Fox, Executive Director _______________________________ Signature _______________________________ Printed Name

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Approved as to form: Richard Cordray, Ohio Attorney General on attached approval form dated: ___________

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