Guaranty Lease Agreement

GUARANTY LEASE AGREEMENT

This Guaranty Lease Agreement (this "Guaranty") is made as of by and among Landlord: , with its address for notices at ; Tenant: ; and Guarantor: , with its address for notices at .

RECITALS

WHEREAS, Landlord and Tenant entered into a certain Lease identified as the Lease dated , covering the premises described as (the "Premises");

WHEREAS, under the Lease Tenant has obligations to pay rent and perform other covenants, conditions and agreements; and

WHEREAS, as an inducement to Landlord to enter into or continue the Lease and to accept Tenant as a lessee, Guarantor agrees to guaranty Tenant's obligations on the terms set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Guaranty, the following terms shall have the following meanings: "Lease" means the Lease identified above and any amendments, modifications or extensions thereto; "Obligations" means all rent, additional rent, reimbursement obligations, damages, liabilities, costs, expenses, late charges, interest and attorneys' fees and any other sums and obligations of Tenant under the Lease.

2. GUARANTY

Guarantor absolutely and unconditionally guarantees to Landlord the full and punctual payment and performance of all Obligations. This guaranty is a guaranty of payment and performance and not merely of collection. Guarantor's liability hereunder shall be direct, primary and immediate, and Landlord may proceed directly against Guarantor without first proceeding against Tenant or any other person or entity.

3. SCOPE OF LIABILITY

The obligations guaranteed include, but are not limited to, payment of Base Rent, additional rent, percentage rent, taxes, utilities, operating expenses, monetary damages for breach of non-monetary covenants, interest, late charges, costs of repair arising from Tenant's acts or omissions, and all sums that become due under the Lease. Guarantor agrees to pay on demand all sums due under this Guaranty and to perform all non-monetary obligations which Landlord elects to demand performance of from Guarantor.

4. DURATION

This Guaranty shall continue in full force and effect until the full and final performance and payment of all Obligations under the Lease, including any renewals or extensions, or until Landlord executes a written release of Guarantor. Termination of the Lease, whether by expiration, surrender, termination, or assignment, shall not relieve Guarantor of liability for obligations accrued prior to such termination unless Landlord expressly so agrees in writing.

5. WAIVERS AND AGREEMENTS

Guarantor waives (a) notice of acceptance of this Guaranty, (b) notice of any default under the Lease, (c) presentment, demand for performance, protest, notice of protest and notice of dishonor, and (d) any defense arising by reason of any disability or other defense of Tenant, the cessation or impairment of any remedy of Landlord, or any modification, extension, compromise or renewal of the Lease. Guarantor further waives any right to require Landlord to proceed against Tenant, or to pursue any other remedy before proceeding against Guarantor.

6. REMEDIES; ACCELERATION; EXPENSES

Upon default by Tenant under the Lease, Landlord may, at its option, seek performance and payment from Guarantor and exercise any remedies available under the Lease or at law or in equity. Guarantor shall be liable for all costs and expenses incurred by Landlord in enforcing this Guaranty, including reasonable attorneys' fees and court costs, whether incurred before suit, at trial, on appeal, or in bankruptcy proceedings.

7. SUBROGATION; CONTRIBUTION

Guarantor shall have no right of subrogation, reimbursement or indemnity from Tenant until all Obligations have been indefeasibly paid in full and satisfied. Guarantor's rights, if any, to contribution from other guarantors or from Tenant shall be subject to the prior satisfaction in full of Landlord's claims.

8. NOTICES

All notices required or permitted under this Guaranty shall be in writing and shall be delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as either party shall designate by written notice to the other.

9. REPRESENTATIONS AND WARRANTIES

Guarantor represents and warrants that: (a) it has full power and authority to enter into and perform this Guaranty; (b) the execution and delivery of this Guaranty and the performance of its obligations are within Guarantor's powers and have been duly authorized; and (c) when executed and delivered, this Guaranty will constitute a valid and binding obligation enforceable against Guarantor in accordance with its terms.

Individual Corporation Limited Liability Company Other

10. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Guaranty shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by Landlord in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof.

11. GOVERNING LAW

This Guaranty shall be governed by and construed in accordance with the laws of the state where the Premises are located, without regard to principles of conflicts of law.

12. ENTIRE AGREEMENT

This Guaranty constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, written or oral, relating thereto.

13. SEVERABILITY

If any provision of this Guaranty is held to be invalid, illegal or unenforceable for any reason by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect.

14. COUNTERPARTS

This Guaranty 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. Signatures delivered by electronic means shall be valid and binding.

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