Upon Completion. Contact ▇▇▇▇▇▇▇ Properties (▇▇▇) ▇▇▇-▇▇▇▇ to coordinate date of turning off power, turning in keys, and obtaining final ▇▇▇▇▇▇▇ Properties inspection of premises which, in turn, will facilitate refund of security deposit. Exhibit "G" to lease dated March 23, 2000 by and between ▇▇▇▇▇▇▇ Industrial Group, a Nevada Joint Venture By: DP Operating Partnership, L.P., a Delaware limited partnership, its Managing Venturer; By: ▇▇▇▇▇▇▇ Properties, a Nevada Corporation, its General Partner, and UDS, a Nevada Corporation DBA: UDS. ----------------------------------------------- Demody Industrial Group /s/ ----------------------------------------------- UDS EXHIBIT "H" GUARANTY (Lease) This Guaranty is entered into by ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇, husband and wife, jointly and severally (collectively, "Guarantor"), for the benefit of ▇▇▇▇▇▇▇ Industrial Group, a Nevada joint venture ("Landlord"), with reference to the following facts: A. UDS, a Nevada corporation ("Tenant"), desires to lease from Landlord certain premises located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 102, Reno, Nevada. B. Guarantor desires and requests that Landlord lease such property to Tenant as Tenant requests and in consideration thereof Guarantor hereby guarantees and agrees as follows: 1. Guarantor hereby unconditionally guarantees the prompt payment, discharge and performance of all the obligations, duties, liabilities, and undertakings of Tenant under any note, application, financial statement, or other instrument executed by Tenant or entered into between Tenant and Landlord (including, without limiting the foregoing, the Lease between Landlord and Tenant of even date (the "Lease"), together with the full payment of any and all sums of money which are now or may hereafter become due by Tenant to Landlord, whether by acceleration or otherwise. (Such obligations, duties, liabilities, undertakings and indebtedness of Tenant to Landlord are hereafter referred to as the "Obligations"). Capitalized terms not otherwise defined in this Guaranty shall have the meaning ascribed to them in the Lease. Without limiting the foregoing, Tenant's Obligations shall include those under the Extension Term(s), as such term is defined in this Lease. 2. Landlord may in its absolute discretion and without prejudice to or in any way limiting or lessening the liability of Guarantor under this Guaranty, and without further authorization from or notice to Guarantor (even though Tenant's financial condition may have deteriorated since the date hereof), enter into such leases and other agreements with Tenant as Landlord, in its sole discretion, may elect, including renewals, modifications, or extensions of any Obligations and any instrument or agreement evidencing any Obligations; grant extensions of time or other indulgences; take or give up or modify, vary, exchange, renew or abstain from performing or taking advantage of any security; accept or make compositions, or other arrangements; discharge or release any party or parties; realize on any security and otherwise deal with Tenant and other parties, any security; or any leased property as Landlord may deem expedient. Guarantor hereby consents to and waives notice of any substitution, elimination or addition of any lease properly and no such event or the amendment, modification, renewal or termination of any lease or any instrument or agreement evidencing any Obligation shall release or discharge Guarantor from its Obligations hereunder. Guarantor waives any defenses arising out of disability or other defenses of Tenant, by reason of cessation or for any reason whatsoever of the liability of Tenant. 3. This is a continuing Guaranty and covers all Obligations of Tenant, whether now existing or hereafter arising, and where more than one Tenant, the several Obligations of each as well as their joint Obligations, including those incurred or to be incurred by Tenant under a commitment issued by Landlord up to such time as Landlord shall have received notice in writing by Guarantor at Landlord's address set forth in the Lease of even date herewith, to make no further agreement on the security of this Guarantee. In giving this Guarantee, Guarantor expressly excuses Landlord from any requirement of disclosure by Landlord of any information it may now have or hereafter acquire concerning Tenant's credit, collateral, character or financial condition. 4. This Guaranty covers any Obligations due or owing from time to time and at any time from Tenant to Landlord, and no payments made by or on behalf of Guarantor to Landlord shall be held to discharge or diminish the continuing liability of Guarantor hereunder. 5. All debts and liabilities, present and future of Tenant to Guarantor, or any of them, are hereby postponed to the Obligations of Tenant to Landlord, and all moneys received by Guarantor or its representatives, successors or assigns, shall be received as trustee for Landlord and shall be paid over to Landlord, and Guarantor further agrees, upon any liquidation or distribution of the assets of Tenant, to assign to Landlord upon its request ail claims on account of all such debts and liabilities, to the end that Landlord shall receive all dividends and payments on such debts and liabilities until payment in full of all Obligations of Tenant to Landlord. This Guaranty shall constitute such assignment in the event Guarantor shall fail or refuse to execute and deliver such other or further assignment of such claims as Landlord may request. 6. Guarantor's Obligations under this Guaranty are joint and several and are independent of Tenant's Obligations. A separate action may be brought against any other guarantors, Tenant, or all, regardless of whether any other guarantor, Tenant, or all are joined in such action. 7. This Guaranty shall not be affected by Landlord's failure or delay to enforce any of its rights. If Tenant defaults under the Lease, Landlord can proceed immediately against Guarantor, Tenant, or all, any rights it has under the Lease, or pursuant to applicable law. Guarantor hereby irrevocably waives the right to require Landlord to (i) proceed against the Tenant, (ii) proceed against or exhaust any security that Landlord holds from Tenant, or (iii) pursue any other remedy in Landlord's power. Guarantor further irrevocably waives any defense by reason of the disability of Tenant and any other defense based on the termination of Tenant's liability from any cause. 8. Guarantor waives the right to participate in any security now or hereafter held by Landlord. Guarantor waives all presentments, demands for performance, notices of default of Tenant under the Obligations, notices of nonperformance, notices of protest and dishonor, and notice of acceptance of this Guaranty and notice of the existence, creation, or incurring of new or additional obligations. 9. The liability of Guarantor hereunder shall not be affected by (i) the release or discharge of Tenant in any receivership, bankruptcy, or other proceeding, (ii) the impairment, limitation, or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant's liability under this Lease resulting from the operation of any present or future provision of any federal or state bankruptcy or insolvency law or other statute or from the decision of any court, (iii) the rejection or disaffirmance of the Lease in any such proceedings, (iv) the assignment or other Transfer of the Lease by Landlord, (v) the Transfer, including, without limitation, a Permitted Transfer, by Tenant, (vi) any disability or other defense by Tenant, (vii) the cessation from any cause whatsoever of the liability of Tenant, (viii) the exercise by Landlord of any of its rights or remedies reserved under the Lease or by law, or (ix) the termination of the Lease. 10. No assignment, sublease or other Transfer, or Permitted Assignment of Tenant's interest in the Premises or Lease or any portion thereof shall affect, terminate, or release Guarantor's obligations under this Guaranty unless expressly agreed in writing by Landlord. 11. Guarantor hereby covenants and agrees to deliver such financial statements and estoppel and other certificates and documentation as may be requested by Landlord and its successors for purposes of the sale, financing, refinancing of the Lease, or the Premises or Project.
Appears in 1 contract
Upon Completion. Contact ▇▇▇▇▇▇▇ Properties (▇▇▇) ▇▇▇-▇▇▇▇ Landlord’s property manager to coordinate date of turning off power, turning in of keys, utility changeover and obtaining of final ▇▇▇▇▇▇▇ Properties Landlord inspection of premises Premises which, in turn, will facilitate refund of security deposit. Exhibit "G" Security Deposit.
(a) Provided that as of the time of the giving of the Extension Notice and the Commencement Date of the Extension Term, (x) Tenant is the Tenant originally named herein or a Tenant Affiliate or a successor to lease dated March 23Tenant’s interest pursuant to a Permitted Transfer, 2000 by (y) Tenant actually occupies all of the Premises initially demised under this Lease and between ▇▇▇▇▇▇▇ Industrial Group, a Nevada Joint Venture By: DP Operating Partnership, L.P., a Delaware limited partnership, its Managing Venturer; By: ▇▇▇▇▇▇▇ Properties, a Nevada Corporation, its General Partnerany space added to the Premises, and UDS, a Nevada Corporation DBA: UDS. ----------------------------------------------- Demody Industrial Group /s/ ----------------------------------------------- UDS EXHIBIT "H" GUARANTY (Leasez) This Guaranty is entered into by ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇, husband and wife, jointly and severally (collectively, "Guarantor"), no Event of Default exists or would exist but for the benefit passage of ▇▇▇▇▇▇▇ Industrial Grouptime or the giving of notice, a Nevada joint venture or both; then Tenant shall have the right to extend the Lease Term for an additional term of five ("Landlord"5) years (such additional term is hereinafter called the “Extension Term”) commencing on the day following the expiration of the Lease Term (hereinafter referred to as the “Commencement Date of the Extension Term”). Tenant shall give Landlord notice (hereinafter called the “Extension Notice”) of its election to extend the term of the Lease Term at least eight (8) months, with reference but not more than twelve (12) months, prior to the following facts:
A. UDS, a Nevada corporation ("Tenant"), desires to lease from Landlord certain premises located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 102, Reno, Nevadascheduled expiration date of the Lease Term.
B. Guarantor desires and requests that Landlord lease such property to Tenant as Tenant requests and in consideration thereof Guarantor hereby guarantees and agrees as follows:
1. Guarantor hereby unconditionally guarantees the prompt payment, discharge and performance of all the obligations, duties, liabilities, and undertakings of Tenant under any note, application, financial statement, or other instrument executed (b) The Base Rent payable by Tenant to Landlord during the Extension Term shall be ninety-five percent (95%) of the then prevailing market rate for comparable space in the Project and comparable buildings in the vicinity of the Project, taking into account the size of the Lease, the length of the renewal term, market escalations and the credit of Tenant. The Base Rent shall not be reduced by reason of any costs or entered into between Tenant and expenses saved by Landlord by reason of Landlord’s not having to find a new tenant for such premises (including, without limiting limitation, brokerage commissions, costs of improvements, rent concessions or lost rental income during any vacancy period).
(c) The determination of Base Rent does not reduce the foregoing, the Lease between Tenant’s obligation to pay or reimburse Landlord for Operating Expenses and Tenant of even date (the "Lease"), together with the full payment of any and all sums of money which are now or may hereafter become due by Tenant to Landlord, whether by acceleration or otherwise. (Such obligations, duties, liabilities, undertakings and indebtedness of Tenant to Landlord are hereafter referred to other reimbursable items as the "Obligations"). Capitalized terms not otherwise defined in this Guaranty shall have the meaning ascribed to them set forth in the Lease. Without limiting the foregoing, Tenant's Obligations shall include those under the Extension Term(s), as such term is defined in this Lease.
2. Landlord may in its absolute discretion and without prejudice to or in any way limiting or lessening the liability of Guarantor under this Guaranty, and without further authorization from or notice to Guarantor (even though Tenant's financial condition may have deteriorated since the date hereof), enter into such leases Tenant shall reimburse and other agreements with Tenant pay Landlord as Landlord, in its sole discretion, may elect, including renewals, modifications, or extensions of any Obligations and any instrument or agreement evidencing any Obligations; grant extensions of time or other indulgences; take or give up or modify, vary, exchange, renew or abstain from performing or taking advantage of any security; accept or make compositions, or other arrangements; discharge or release any party or parties; realize on any security and otherwise deal with Tenant and other parties, any security; or any leased property as Landlord may deem expedient. Guarantor hereby consents to and waives notice of any substitution, elimination or addition of any lease properly and no such event or the amendment, modification, renewal or termination of any lease or any instrument or agreement evidencing any Obligation shall release or discharge Guarantor from its Obligations hereunder. Guarantor waives any defenses arising out of disability or other defenses of Tenant, by reason of cessation or for any reason whatsoever of the liability of Tenant.
3. This is a continuing Guaranty and covers all Obligations of Tenant, whether now existing or hereafter arising, and where more than one Tenant, the several Obligations of each as well as their joint Obligations, including those incurred or to be incurred by Tenant under a commitment issued by Landlord up to such time as Landlord shall have received notice in writing by Guarantor at Landlord's address set forth in the Lease with respect to such Operating Expenses and other items with respect to the Premises during the Extension Term without regard to any cap on such expenses set forth in the Lease.
(d) Except for the Base Rent as determined above, Tenant’s occupancy of even date herewiththe Premises during the Extension Term shall be on the same terms and conditions as are in effect immediately prior to the expiration of the initial Lease Term; provided, to make however, Tenant shall have no further agreement right to any allowances, credits or abatements or any options to expand, contract, renew or extend the Lease.
(e) If Tenant does not give the Extension Notice within the period set forth in paragraph (a) above, Tenant’s right to extend the Lease Term shall automatically terminate. Time is of the essence as to the giving of the Extension Notice.
(f) Landlord shall have no obligation to refurbish or otherwise improve the Premises for the Extension Term. The Premises shall be tendered on the security Commencement Date of this Guarantee. In giving this Guarantee, Guarantor expressly excuses Landlord from any requirement of disclosure by Landlord of any information it may now have or hereafter acquire concerning Tenant's credit, collateral, character or financial the Extension Term in “as-is” condition.
4. This Guaranty covers any Obligations due or owing from time to time and at any time from Tenant to Landlord(g) If the Lease is extended for the Extension Term, and no payments made by or on behalf of Guarantor to then Landlord shall be held prepare and Tenant shall execute an amendment to discharge or diminish the continuing liability Lease confirming the extension of Guarantor hereunderthe Lease Term and the other provisions applicable thereto (the “Amendment”).
5. All debts and liabilities(h) If Tenant exercises its right to extend the term of the Lease for the Extension Term pursuant to this Addendum, present and future of Tenant to Guarantor, or any of them, are hereby postponed to the Obligations of Tenant to Landlord, and all moneys received by Guarantor or its representatives, successors or assignsterm “Lease Term” as used in the Lease, shall be received construed to include, when practicable, the Extension Term except as trustee for Landlord and shall be paid over to Landlord, and Guarantor further agrees, upon any liquidation or distribution of the assets of Tenant, to assign to Landlord upon its request ail claims on account of all such debts and liabilities, to the end that Landlord shall receive all dividends and payments on such debts and liabilities until payment provided in full of all Obligations of Tenant to Landlord. This Guaranty shall constitute such assignment in the event Guarantor shall fail or refuse to execute and deliver such other or further assignment of such claims as Landlord may request(d) above.
6. Guarantor's Obligations under this Guaranty are joint and several and are independent of Tenant's Obligations. A separate action may be brought against any other guarantors, Tenant, or all, regardless of whether any other guarantor, Tenant, or all are joined in such action.
7. This Guaranty shall not be affected by Landlord's failure or delay to enforce any of its rights. If Tenant defaults under the Lease, Landlord can proceed immediately against Guarantor, Tenant, or all, any rights it has under the Lease, or pursuant to applicable law. Guarantor hereby irrevocably waives the right to require Landlord to (i) proceed against Landlord, after receipt of Tenant’s Extension Notice shall deliver notice (the “Option Rent Notice”) to Tenant setting forth Landlord’s determination of the prevailing market rent for the applicable option term; and Tenant will have thirty (30) days within which to either (i) withdraw Tenant’s Extension Notice, in which case the Lease Term will not be extended for the option term or (ii) proceed against or exhaust any security that Landlord holds from Tenantaccept the rent set forth in Landlord’s Option Rent Notice, or (iii) pursue any other remedy in Landlord's power. Guarantor further irrevocably waives any defense by reason of object to the disability of Tenant and any other defense based on the termination of Tenant's liability from any cause.
8. Guarantor waives the right to participate in any security now or hereafter held prevailing market rent determined by Landlord. Guarantor waives all presentments, demands for performance, notices of default of If Tenant under objects to the Obligations, notices of nonperformance, notices of protest and dishonor, and notice of acceptance of this Guaranty and notice of the existence, creation, or incurring of new or additional obligations.
9. The liability of Guarantor hereunder shall not be affected by (i) the release or discharge of Tenant in any receivership, bankruptcy, or other proceeding, (ii) the impairment, limitation, or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant's liability under this Lease resulting from the operation of any present or future provision of any federal or state bankruptcy or insolvency law or other statute or from the decision of any court, (iii) the rejection or disaffirmance of the Lease in any such proceedings, (iv) the assignment or other Transfer of the Lease by Landlord, (v) the Transfer, including, without limitation, a Permitted Transfer, by Tenant, (vi) any disability or other defense by Tenant, (vii) the cessation from any cause whatsoever of the liability of Tenant, (viii) the exercise by Landlord of any of its rights or remedies reserved under the Lease or by law, or (ix) the termination of the Lease.
10. No assignment, sublease or other Transfer, or Permitted Assignment of Tenant's interest prevailing market rent contained in the Premises or Lease or any portion thereof Option Rent Notice, the prevailing market rent shall affect, terminate, or release Guarantor's obligations under this Guaranty unless expressly agreed be determined as set forth in writing by LandlordSection (j) below.
11. Guarantor hereby covenants and agrees to deliver such financial statements and estoppel and other certificates and documentation as may be requested by Landlord and its successors for purposes of the sale, financing, refinancing of the Lease, or the Premises or Project.
Appears in 1 contract
Sources: Lease Agreement (Stemcells Inc)
Upon Completion. Contact ▇▇▇▇▇▇▇ Properties (▇▇▇) ▇▇▇-▇▇▇▇ Landlord's property manager to coordinate date of turning off power, turning in of keys, utility changeover and obtaining of final ▇▇▇▇▇▇▇ Properties Landlord inspection of premises Premises which, in turn, will facilitate refund release of security depositthe LOC. Exhibit EXHIBIT "GE" to lease dated March 23Guaranty IN CONSIDERATION of and as an inducement for the granting, 2000 execution and delivery by and between ▇▇▇▇▇▇▇ Industrial Group, a Nevada Joint Venture By: DP Operating Partnership, L.P.AMB-SGP SEATTLE/BOSTON,LLC, a Delaware limited partnershipliability company, its Managing Venturer; By: ▇▇▇▇▇▇▇ Properties, a Nevada Corporation, its General Partner, and UDS, a Nevada Corporation DBA: UDS. ----------------------------------------------- Demody Industrial Group /s/ ----------------------------------------------- UDS EXHIBIT "H" GUARANTY (Lease) This Guaranty is entered into by ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇, husband and wife, jointly and severally (collectively, "Guarantor"), for the benefit of ▇▇▇▇▇▇▇ Industrial Group, a Nevada joint venture as landlord ("Landlord"), of the Commercial Lease Agreement (the "Lease") dated October ______, 2010, with reference to the following facts:
A. UDSTEMPTRONIC CORPORATION, a Nevada corporation Delaware corporation, as tenant ("Tenant"), desires relating to lease from Landlord the leasing and use of those certain premises located at ▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 102▇▇▇▇▇▇▇▇▇, Reno▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Nevada.
B. Guarantor desires and requests that Landlord lease such property to Tenant as Tenant requests and more particularly described in consideration thereof Guarantor the Lease (the "Premises"), the undersigned, INTEST CORPORATION, a Delaware corporation("Guarantor"), hereby guarantees covenants and agrees as follows:
1. Guarantor hereby unconditionally and irrevocably guarantees the prompt payment, discharge and performance of all the obligations, duties, liabilities, and undertakings of Tenant under any note, application, financial statement, or other instrument executed by Tenant or entered into between Tenant and to Landlord (including, without limiting the foregoing, the Lease between Landlord and Tenant of even date (the "Lease"), together with the full and prompt payment of any and all sums of money which are now or may hereafter become due by Tenant to Landlord, whether by acceleration or otherwise. Rent (Such obligations, duties, liabilities, undertakings and indebtedness of Tenant to Landlord are hereafter referred to as the "Obligations"). Capitalized terms not otherwise defined in this Guaranty shall have the meaning ascribed to them in the Lease. Without limiting the foregoing, Tenant's Obligations shall include those under the Extension Term(s), as such term is defined in this the Lease) and any and all other sums and charges payable by Tenant under the Lease, and hereby unconditionally and irrevocably guarantees the full, faithful and timely performance and observance of all the covenants, terms, conditions and agreements required to be performed and observed by Tenant under the Lease and any amendment, modification or renewal thereof.
2. Guarantor hereby covenants and agrees to and with Landlord may that if a default shall at any time be made by Tenant in its absolute discretion the payment of any such Rent or other such sums and charges payable by Tenant under the Lease beyond applicable notice and cure periods, or if Tenant should default in the performance and observance of any of the terms, covenants, provisions or conditions contained in the Lease beyond applicable notice and cure periods or, should Rent or other sums and charges not be paid beyond applicable notice and cure periods or terms, covenants, provisions and conditions not be performed beyond applicable notice and cure periods in the event of a Financial Proceeding (as defined in ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇), ▇▇▇▇▇▇▇▇▇ shall and forthwith pay such Rent and other such sums and charges and any arrears thereof (including, without prejudice limitation, damages, interest, costs, fees, attorneys' fees and expenses to the extent expressly required of Tenant pursuant to the Lease) (collectively, the "Lease Amounts"). If Landlord engages counsel to enforce this Guaranty, as a result of a default by Tenant beyond applicable notice and cure periods under the Lease, or in any way limiting or lessening the liability of a default by Guarantor under this Guaranty, by suit or otherwise, and without further authorization from or notice to Landlord prevails in such enforcement action, Guarantor (even though Tenant's financial condition may have deteriorated since the date hereof), enter into such leases and other agreements with Tenant as will reimburse Landlord, upon demand, for all reasonable expenses incurred in its sole discretionconnection therewith (including, may electwithout limitation, including renewals, modifications, reasonable attorneys' fees) whether or extensions of any Obligations and any instrument or agreement evidencing any Obligations; grant extensions of time or other indulgences; take or give up or modify, vary, exchange, renew or abstain from performing or taking advantage of any security; accept or make compositions, or other arrangements; discharge or release any party or parties; realize on any security and otherwise deal with Tenant and other parties, any security; or any leased property as Landlord may deem expedient. Guarantor hereby consents to and waives notice of any substitution, elimination or addition of any lease properly and no such event or not the amendment, modification, renewal or termination of any lease or any instrument or agreement evidencing any Obligation shall release or discharge Guarantor from its Obligations hereunder. Guarantor waives any defenses arising out of disability or other defenses of Tenant, by reason of cessation or for any reason whatsoever of the liability of Tenantsuit is actually instituted.
3. This is a continuing Guarantor's obligations under this Guaranty shall be binding on Guarantor's successors and covers all Obligations of assigns. All references in this Guaranty (a) to Landlord and Tenant shall include their successors, assigns or subtenants, as the case may be, (b) to Tenant, whether now existing shall also include any entity created by or hereafter arising, pursuant to any Financial Proceeding; and where more than one (c) to Tenant, the several Obligations shall include any successors in interest to Tenant (whether or not directly succeeding Tenant) by reason of each an Event of Reorganization (as well as their joint Obligations, including those incurred or to be incurred by Tenant under a commitment issued by Landlord up to such time as Landlord shall have received notice defined in writing by Guarantor at Landlord's address set forth in the Lease of even date herewith, to make no further agreement on the security of this Guarantee. In giving this Guarantee, Guarantor expressly excuses Landlord from any requirement of disclosure by Landlord of any information it may now have or hereafter acquire concerning Tenant's credit, collateral, character or financial conditionParagraph 10 below).
4. This Guaranty covers The provisions of the Lease may be changed by agreement between Landlord and Tenant without the consent of or notice to Guarantor. The provisions of the Lease may be changed by agreement between Landlord and any Obligations due permitted assignee of Tenant or owing from time any subsequent assignee without the consent of or notice to time and at any time from Tenant to LandlordGuarantor. The Lease may be assigned by Landlord or Tenant, and no payments made the Premises, or a portion thereof, may be sublet by Tenant, all in accordance with the provisions of the Lease, without the consent of or on behalf of Guarantor to Landlord shall be held to discharge or diminish the continuing liability of Guarantor hereunder.
5. All debts and liabilities, present and future of Tenant notice to Guarantor, or any of them, are hereby postponed to the Obligations of Tenant to Landlord, and all moneys received by Guarantor or its representatives, successors or assigns, shall be received as trustee for Landlord and shall be paid over to Landlord, and Guarantor further agrees, upon any liquidation or distribution of the assets of Tenant, to assign to Landlord upon its request ail claims on account of all such debts and liabilities, to the end that Landlord shall receive all dividends and payments on such debts and liabilities until payment in full of all Obligations of Tenant to Landlord. This Guaranty shall constitute guarantee the performance of the Lease so assigned. Without limiting the generality of the foregoing, Guarantor waives the rights to object to any change to the Lease between Landlord and Tenant, and with respect to any change to the Lease between Landlord and any permitted assignee of Tenant or any subsequent assignees, and agrees that by doing so Guarantor's liability shall continue even if (a) Landlord and Tenant alter any Lease obligations, or Landlord and any permitted assignee of Tenant or any subsequent assignees alter the Lease obligation, or (b) Guarantor's remedies or rights against Tenant are impaired or suspended without Guarantor's consent by such assignment in the event Guarantor shall fail or refuse to execute and deliver such other or further assignment alteration of such claims as Landlord may requestLease obligations.
6. Guarantor's Obligations under this Guaranty are joint and several and are independent of Tenant's Obligations. A separate action may be brought against any other guarantors, Tenant, or all, regardless of whether any other guarantor, Tenant, or all are joined in such action.
75. This Guaranty shall not be modified or affected by Landlord's failure or delay from time to time to enforce any of its rightsrights under either the Lease or this Guaranty.
6. If Tenant defaults is in default beyond applicable notice and cure periods under the Lease, Landlord can may proceed immediately against Guarantor, either Guarantor or Tenant, or allboth, or Landlord may enforce against Guarantor or Tenant any rights it that Landlord has under the Lease, in equity or pursuant to under applicable law. If the Lease terminates and Landlord has any rights against Tenant after termination, Landlord may enforce those rights against Guarantor, without giving previous notice to Tenant or Guarantor. Guarantor hereby irrevocably agrees that no notice of default need be given to Guarantor, it being specifically agreed and understood that this Guaranty of the undersigned is a continuing guarantee under which Landlord may proceed forthwith and immediately against Tenant or against Guarantor following any default by Tenant beyond applicable notice and cure periods under the Lease.
7. Guarantor hereby waives all benefits and defenses under any applicable law (except for the defense of payment or performance on account of Guarantor's liabilities hereunder), including without limitation: (a) the right to require Landlord to (i) proceed against the Tenant, (ii) proceed against or exhaust any security that Landlord holds from Tenant, or (iii) pursue any other remedy in Landlord's power. Guarantor further irrevocably waives ; (b) any defense by reason of the disability of Tenant and any other defense to its obligations hereunder based on the termination of Tenant's liability from any cause.
8. Guarantor waives the right to participate in any security now or hereafter held by Landlord. Guarantor waives liability; (c) all presentments, demands for performance, notices of default of Tenant under the Obligationsnonperformance, protests, notices of nonperformanceprotest, notices of protest and dishonor, and notice notices of acceptance of this Guaranty and notice Guaranty; (d) all notices of the existence, creation, or incurring of new or additional obligations.
9; (e) notice of the acceptance by Landlord of this Guaranty; (f) any failure by Landlord to inform Guarantor of any facts Landlord may now or hereafter know about Tenant, the Lease or the Premises, it being understood and agreed that Guarantor has and will maintain personal knowledge of and is familiar with Tenant's financial condition and business affairs and has the ability to influence Tenant's decision-making processes, and that Landlord has no duty so to inform, and that Guarantor is fully responsible for being and remaining informed by, Tenant of all circumstances bearing on the Lease and this Guaranty; (g) Guarantor hereby waives the benefit of any statutes of limitation or repose affecting Tenant's liability under the Lease or Guarantor's liability under this Guaranty; and (h) the right to trial by jury in any action or proceeding that hereafter may be instituted in respect of the Lease or this Guaranty. The liability Landlord shall have the right to enforce this Guaranty regardless of Guarantor hereunder shall not be affected by (i) the acceptance of additional security from Tenant and regardless of the release or discharge of Tenant in any receivership, bankruptcyby Landlord or by others, or other proceeding, (ii) the impairment, limitation, or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant's liability under this Lease resulting from the by operation of any present or future provision of any federal or state bankruptcy or insolvency law or other statute or from the decision of any court, (iii) the rejection or disaffirmance of the Lease in any such proceedings, (iv) the assignment or other Transfer of the Lease by Landlord, (v) the Transfer, including, without limitation, a Permitted Transfer, by Tenant, (vi) any disability or other defense by Tenant, (vii) the cessation from any cause whatsoever of the law.
8. [Intentionally Omitted]
9. Guarantor's liability of Tenant, (viii) the exercise by hereunder shall continue until all sums due and owing Landlord of any of its rights or remedies reserved under the Lease or by lawhave been paid and all obligations of Tenant to be performed under the Lease have been performed, or (ix) all to the termination satisfaction of the LeaseLandlord.
10. No The obligations of Guarantor under this Guaranty shall remain in full force and effect and Guarantor shall not be discharged by any of the following events with respect to Tenant or Guarantor: (a) insolvency, bankruptcy, reorganization arrangement, adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or dissolution (each, a "Financial Proceeding"); (b) any merger, acquisition, consolidation or change in entity structure, or any sale, lease, transfer, or other disposition of any entity's assets, or any sale or other transfer of interests in the entity (each, an "Event of Reorganization"); or (c) any sale, exchange, assignment, sublease hypothecation or other Transfertransfer, in whole or Permitted Assignment in part, of TenantLandlord's interest in the Premises or Lease or the Lease. Nothing in this Paragraph 10 shall diminish the effect of any portion thereof shall affect, terminate, or release Guarantor's obligations under this Guaranty unless expressly agreed in writing by subsequent written agreement between Guarantor and Landlord.
11. Guarantor hereby covenants represents and warrants that it has executed this Guaranty based solely on its independent investigation of Tenant's financial condition. Guarantor hereby assumes responsibility for keeping informed of Tenant's financial condition and all other circumstances affecting Tenant's performance of its obligations under the Lease. Absent a written request for such information by Guarantor, Landlord shall have no duty to advise Guarantor of any information known to it regarding such financial condition or circumstances.
12. Guarantor further agrees that it may be joined in any action against Tenant in connection with the said obligations of Tenant and recovery may be had against Guarantor in any such action. Guarantor agrees not to exercise any of its rights of subrogation or reimbursement against Tenant until after all amounts due and owing under the Lease have been paid. If the foregoing waiver is determined by a court of competent jurisdiction to be void or voidable, Guarantor agrees to deliver such financial statements subordinate its rights of subrogation and estoppel and other certificates and documentation as may be requested by Landlord and its successors for purposes of the sale, financing, refinancing of reimbursement against Tenant to Landlord's rights against Tenant under the Lease, or the Premises or Project.
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