(and each of them
individually) hereby jointly and severally absolutely unconditionally and
irrevocably guarantees to and becomes surety for Landlord and its successors and
assigns for the due, punctual and full payment, performance and observance of,
and covenants with Landlord to duly, punctually and fully pay and perform, the
following (collectively, the "Guaranteed Obligations"):
(A)
THE FULL AND TIMELY PAYMENT OF ALL RENT AND ALL OTHER AMOUNTS DUE
OR TO BECOME DUE TO LANDLORD FROM TENANT UNDER THE LEASE OR ANY OTHER AGREEMENT
OR INSTRUMENT EXECUTED IN CONNECTION THEREWITH, INCLUDING WITHOUT LIMITATION THE
SELLER/LESSEE'S CERTIFICATE (A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT A) OF
EVEN DATE THEREWITH IN FAVOR OF LANDLORD ("GUARANTOR'S CERTIFICATE"), WHETHER
NOW EXISTING OR HEREAFTER ARISING, CONTRACTED OR INCURRED (COLLECTIVELY, THE
"MONETARY OBLIGATIONS"); AND
(B)
ALL COVENANTS, AGREEMENTS, TERMS, OBLIGATIONS AND CONDITIONS,
UNDERTAKINGS, DUTIES REPRESENTATIONS AND WARRANTIES CONTAINED IN THE LEASE TO BE
OBSERVED, PERFORMED BY OR IMPOSED UPON TENANT UNDER THE LEASE, WHETHER NOW
EXISTING OR HEREAFTER ARISING, CONTRACTED OR
INCURRED (COLLECTIVELY, THE "PERFORMANCE OBLIGATIONS"), AS AND WHEN SUCH
PAYMENT, PERFORMANCE OR OBSERVANCE SHALL BECOME DUE (WHETHER BY ACCELERATION OR
OTHERWISE) IN ACCORDANCE WITH THE TERMS OF THE LEASE, WHICH TERMS ARE
INCORPORATED HEREIN BY REFERENCE. THE GUARANTEED OBLIGATIONS SHALL NOT BE
AFFECTED BY THE TENANT'S VOLUNTARY OR INVOLUNTARY BANKRUPTCY, ASSIGNMENT FOR THE
BENEFIT OF CREDITORS, REORGANIZATION OR SIMILAR PROCEEDING AFFECTING THE TENANT.
IF FOR ANY REASON ANY MONETARY OBLIGATION SHALL NOT BE PAID PROMPTLY WHEN DUE
PRIOR TO THE EXPIRATION OF ANY APPLICABLE NOTICE AND CURE PERIOD SET FORTH IN
THE LEASE, GUARANTOR SHALL, IMMEDIATELY UPON DEMAND, PAY THE SAME TO LANDLORD
WHEN DUE UNDER THE TERMS OF THE LEASE. IF FOR ANY REASON TENANT SHALL FAIL TO
PERFORM OR OBSERVE ANY PERFORMANCE OBLIGATION PRIOR TO THE EXPIRATION OF ANY
APPLICABLE NOTICE AND CURE PERIOD SET FORTH IN THE LEASE, GUARANTOR SHALL,
IMMEDIATELY UPON DEMAND, PERFORM AND OBSERVE THE SAME OR CAUSE THE SAME TO BE
PERFORMED OR OBSERVED. IF, BY REASON OF ANY BANKRUPTCY, INSOLVENCY OR SIMILAR
LAWS AFFECTING THE RIGHTS OF CREDITORS, LANDLORD SHALL BE PROHIBITED FROM
EXERCISING ANY OF LANDLORD'S RIGHTS AND REMEDIES, INCLUDING, BUT NOT LIMITED TO,
ENFORCEMENT OF THE TERMS OF THE LEASE AGAINST THE TENANT, THEN AS TO GUARANTOR
SUCH PROHIBITION SHALL BE OF NO FORCE AND EFFECT, AND LANDLORD SHALL HAVE THE
RIGHT TO MAKE DEMAND UPON, AND RECEIVE PAYMENT AND/OR PERFORMANCE FROM GUARANTOR
OF ALL GUARANTEED OBLIGATIONS AND GUARANTOR'S OBLIGATION IN THIS RESPECT SHALL
BE PRIMARY AND NOT SECONDARY. GUARANTOR ACKNOWLEDGES AND AGREES THAT THE
MONETARY OBLIGATIONS INCLUDE, WITHOUT LIMITATION, RENT AND OTHER SUMS ACCRUING
AND/OR BECOMING DUE UNDER THE LEASE FOLLOWING THE COMMENCEMENT BY OR AGAINST
TENANT OF ANY ACTION UNDER THE UNITED STATES BANKRUPTCY CODE OR OTHER SIMILAR
STATUTE. GUARANTOR, UPON SUCH DEMAND BY LANDLORD, SHALL PAY ALL MONETARY
OBLIGATIONS TO LANDLORD AT THE ADDRESS AND IN THE MANNER SET FORTH IN THE LEASE
OR AT SUCH OTHER ADDRESS AS LANDLORD SHALL NOTIFY GUARANTOR IN WRITING.
Section 1.02
Guarantee Unconditional. The obligations