Fill and Sign the Assignment and Assumption of Lease and Guaranty Form

GUARANTY AND ASSUMPTION OF OBLIGATIONS THIS GUARANTY AND ASSUMPTION OF OBLIGATIONS is given this _____ day of _________, 20__________ by ___________________________ to ___________________________. In consideration of, and as an inducement to, the execution of that certain Consent to Assignment dated _________________ _____, 20___________________________, (the "Consent") by ___________________________ a _______________ corporation (the "Company"), the undersigned hereby personally and unconditionally (a) guarantees to the Company, and its successors and assigns, for the term of the Agreement and thereafter as provided in the Agreement, that ___________________________ a _______________ corporation ("Distributor") shall punctually pay and perform each and every undertaking, agreement and covenant of Distributor set forth in the Agreement dated ______________, 20___________________________ (as amended) assigned to Distributor (the "Agreement"); and (b) agrees to be personally bound by, and personally liable for, the breach of each and every provision in the Agreement, both monetary obligations and obligations to take or refrain from taking specific actions or to engage or refrain from engaging in specific activities. Specifically, and without limitation, the undersigned agrees to be bound by the terms and conditions of Paragraph 13 of the Agreement. The undersigned waives: (1) acceptance and notice of acceptance by the Company of the foregoing undertakings; (2) notice of demand for payment of any indebtedness or non-performance of any obligations hereby guaranteed; (3) protest and notice of default to any party with respect to the indebtedness or non-performance of any obligations hereby guaranteed; (4) any right he may have to require that an action be brought against Distributor or any other person as a condition of liability; and (5) any and all other notices and legal or equitable defenses to which he may be entitled. The undersigned consents and agrees that: (1) his direct and immediate liability under this guaranty shall be joint and several; (2) he shall render any payment or performance requi red under the Agreement upon demand if Distributor fails or refuses punctually to do so; (3) such liability shall not be contingent or conditioned upon pursuit by the Company of any remedies against Distributor or any other person; and (4) such liability shall not be diminished, reli eved or otherwise affected by any extension of time, credit or otherwise affected by any exte nsion of time, credit or other indulgence which the Company may from time to time grant t o Distributor or to any other person, including without limitation the acceptance of any partial pa yment or performance, or the compromise or release of any claims, none of which shall in any way modi fy or amend this guaranty, which shall be continuing and irrevocable during the term of the Agreement. IN WITNESS WHEREOF, the undersigned has hereunto affixed his signature on the same day and year as the Agreement was executed. GUARANTOR(s) ____________________________________ ____________________________________