Common use of Corporate Guaranty Clause in Contracts

Corporate Guaranty. This Corporate Guaranty is made between Getronics N.V., a company organized under the laws of The Netherlands (the "Guarantor") and RJR Venture Limited Partnership, 000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000, (the "Landlord") in regard to the Lease Amendment signed on _________2000 by and between Getronics Wang Co. LLC ("Tenant"), 000 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000 and Landlord and the underlying lease agreements referenced therein (collectively the "Leases") for the lease of facilities at 000 Xxxxx Xxxx, Xxxxxxxxx, XX. As a material inducement to the Landlord to enter into the Leases, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Guarantor, the Guarantor, hereby unconditionally and irrevocably guarantees the complete and timely payment and performance of each and every obligation of Tenant under the Leases, as the same may be modified or amended from time to time, the payment of all of the Landlord's costs to cure an Event of Default and the payment of all of the Landlord's costs to enforce the provisions of this guaranty ("Guaranty"). This Guaranty is an absolute, primary, and continuing guaranty of payment and performance and is independent of Tenant's obligations under the Leases, as modified or amended from time to time. Guarantor waives any right to require the Landlord to (a) join Tenant with Guarantor in any suit arising under this Guaranty, (b) proceed against or exhaust any other remedy in the Landlord's power. The Landlord may, without notice or demand and without affecting Guarantor's liability hereunder, from time to time, compromise, extend, waive or otherwise modify any or all of the terms of the Leases. Guarantor hereby waives all demands for performance, notices of performance, and notice of acceptance of this Guaranty. The liability of Guarantor under this Guaranty will not be affected by (i) the release or discharge of Tenant from, or impairment, limitation or modification of, Tenant's obligations under the Leases, as modified or amended form time to time, in any bankruptcy, receivership, or other debtor relief proceeding, whether state or federal and whether voluntary or involuntary; (ii) the rejection of disafformance of the Leases, as modified or amended from time to time, in any such proceeding; (iii) the cessation from any cause whatsoever of the liability of Tenant under the Leases, as modified or amended from time to time; (iv) any transfer of (by assignment or otherwise) of all or any part of Tenant's rights under the Leases or of the Tenant's interest in the leasehold estate created hereby or the Leased Premises, or any other transfer or transaction which, by the terms of the Leases constitute a transfer of the Tenant's rights under the Leases; or (v) the breach or unenforceability of any agreement, commitment or guaranty for the benefit of Tenant, or the Guarantor. If Landlord at any time is compelled to take any action or proceeding in court or otherwise to enforce or compel compliance with the terms of the Leases, as modified or amended from time to time, or this Guaranty, the Guarantor shall, in addition to any other rights or remedies to which the Landlord may be entitled hereunder or at law or in equity, be obligated to pay all costs, including reasonable attorney's fees, incurred or expended by the Landlord in connection therewith. Any Capitalized term not defined in the Guaranty has the meaning ascribed to it in the Leases. Agreed to this 14th day of July 2000. GETRONICS N.V. RJR VENTURE LIMITED PARTNERSHIP CORNERSTONE CORP, GEN. PARTNER By: /s/ C.G. van Luijk By: Cornerstone Corporation, its --------------------------- General Partner /s/ Xxxxxxx X. Xxxxxxx --------------------------------- Name: C.G. van Luijk Name: /s/ Xxxxxxx X. Xxxxxxx ------------------------------- Title: President & CEO Title: VICE-PRESIDENT ------------------------------- SUBLEASE AGREEMENT This Sublease Agreement ("Sublease") is made as of the 1st day of October, 2000 by and between Getronics WangCo., LLC, a Delaware limited liability company having a place of business at 000 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000 (hereinafter referred to as "Sublessor"), and Getronics Government Solutions, LLC, a Delaware limited liability company having a place of business at 0000 Xxxxxxxx Xxxxx, XxXxxx, XX 00000 (hereinafter referred to as "Sublessee").

Corporate Guaranty. This Corporate Guaranty is made between Getronics N.V.In consideration of and as an inducement for the granting, execution and delivery of that certain Lease, dated as of September 17, 2010 (together with any amendments thereto, hereinafter called “Lease”), by Prevarian Hospital Partners, LP, a company organized under Texas limited partnership, the laws Landlord therein named (whether one or more, collectively hereinafter called “Landlord”), to CTRH, LLC, a Texas limited liability company, the Tenant therein named (hereinafter called “Tenant”), with respect to that certain parcel of The Netherlands real property located in Axxxxx, Xxxxxx County, Texas, which is more fully described on Exhibit A attached hereto, and in further consideration of the sum of One Dollar (the "Guarantor"$1.00) and RJR Venture Limited Partnership, 000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000, (the "Landlord") in regard to the Lease Amendment signed on _________2000 by and between Getronics Wang Co. LLC ("Tenant"), 000 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000 and Landlord and the underlying lease agreements referenced therein (collectively the "Leases") for the lease of facilities at 000 Xxxxx Xxxx, Xxxxxxxxx, XX. As a material inducement to the Landlord to enter into the Leases, and for other good and valuable considerationconsideration paid by Landlord to the undersigned,. REHABCARE GROUP, the receipt and sufficiency of which is hereby acknowledged by the INC., a Delaware corporation (hereinafter called “Guarantor”), Guarantor, the Guarantorintending to be legally bound, hereby unconditionally and irrevocably guarantees to Landlord (i) the complete full and timely prompt payment when due (whether at stated maturity, by acceleration, or otherwise) of eighty percent (80%) of the Minimum Rent and Additional Charges and any and all other sums and charges payable by Tenant under the Lease, and (ii) the full, faithful and prompt performance and observance of all the covenants, terms, conditions, and agreements contained in the Lease which are to be performed and observed by Tenant (all payment and performance of each obligations referred to in clauses (i) and every obligation of Tenant under the Leases(ii) being referred to herein, collectively, as the same may be modified or amended from time “Obligations”); and Guarantor does hereby become primary obligor, and not only surety to timeLandlord, the payment of all for and with respect eighty percent (80%) of the Landlord's costs to cure Obligations. Terms used herein with their initial letters capitalized which have been specifically defined in the Lease shall have the same meaning herein as in the Lease unless such terms are otherwise defined in this Guaranty. Guarantor covenants and warrants that RehabCare Hospital Holdings, LLC, an Event Initial Member of Default and the payment Tenant, is a wholly owned subsidiary of all of the Landlord's costs to enforce the provisions of this guaranty ("Guaranty"). RehabCare Group, Inc. This Guaranty is an absolute, primary, irrevocable and continuing unconditional guaranty of payment (and not of collection) up to, but not exceeding eighty percent (80%) of any outstanding liability of Tenant and performance of Tenant under the Lease. Guarantor’s liability hereunder is direct and is independent of Tenant's obligations under the LeasesObligations, as modified and may be enforced without Landlord being required to resort to any other right, remedy or amended from time to time. security and this Guaranty shall be enforceable against Guarantor waives without the necessity for any right to require suit or proceedings on Landlord’s part of any kind or nature whatsoever against Tenant or the Landlord to (a) join jxxxxx of Tenant with Guarantor in any suit arising under this Guarantyor proceeding, (b) proceed against or exhaust any other remedy in the Landlord's power. The Landlord may, without notice or demand and without affecting Guarantor's liability hereunderthe necessity of any notice of non-payment, from time to time, compromise, extend, waive non-performance or otherwise modify non-observance of any or all of the terms Obligations by Tenant or of the Leases. Guarantor hereby waives all demands for performance, notices of performance, and any notice of acceptance of this Guaranty. The liability Guaranty or of Landlord’s intention to act in reliance hereon or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives; and Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in nowise be terminated, affected or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease. This Guaranty shall be a continuing Guaranty, and (whether or not Guarantor shall have notice or knowledge of any of the following) the liability and obligations of Guarantor hereunder shall be absolute and unconditional and shall remain in full force and effect without regard to, shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way impaired by (a) any exercise or non-exercise of any right, power, remedy or privilege under or in respect of the Lease or this Guaranty will not be affected or any waiver, consent or approval by (i) Landlord with respect to any of the release covenants, terms, conditions or discharge agreements contained in the Lease or any indulgences, forbearances or extensions of time for performance or observance allowed to Tenant from, or impairment, limitation or modification of, Tenant's obligations under the Leases, as modified or amended form from time to time and for any length of time, in ; (b) any bankruptcy, receivershipinsolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding relating to Tenant, or other debtor relief proceeding, whether state or federal and whether voluntary or involuntaryits properties; (iic) the rejection of disafformance of the Leases, as modified or amended from time to time, in any such proceeding; (iii) the cessation from any cause whatsoever of limitation on the liability or obligation of Tenant under the LeasesLease or its estate in bankruptcy or of any remedy for the enforcement thereof, as modified resulting from the operation of any present or amended future provision of the federal or any state bankruptcy law or any other statute or from time to timethe decision of any court; (ivd) any termination of the Lease prior to the expiration of its Term (except that Guarantor shall not be liable for amounts that would have otherwise accrued under the Lease after proper termination of the Lease and payment of any and all amounts due to Landlord and Facility Mortgagee in connection with or related to such termination); and (e) any security provided for the Obligations; and (f) any sale, assignment, transfer of or conveyance (A) by assignment or otherwise) Landlord of all or any part portion of Tenant's rights under the Leases Leased Property (as such term is defined in the Lease) or of the Tenant's Landlord’s interest in the leasehold estate created hereby or the Leased PremisesLease, or (B) of any other transfer ownership interest in the Landlord. All of Landlord’s rights and remedies under the Lease and under this Guaranty are intended to be distinct, separate and cumulative and no such right or transaction which, by the terms remedy therein or herein mentioned is intended to be in exclusion of or a waiver of any of the Leases constitute a transfer others or of any rights or remedies provided by law. Except as may otherwise be set forth in the Lease, no termination of the Tenant's Lease or taking or recovering of the premises demised thereby shall deprive Landlord of any of its rights and remedies against Guarantor under this Guaranty. This Guaranty shall apply to the Obligations of Tenant under the Leases; Lease as in effect on the date hereof as well as to the Obligations of Tenant under the Lease as it may be extended, renewed, amended, modified or (v) supplemented. The Guarantor hereby waives any requirement that the breach Landlord protect, secure, perfect or unenforceability of insure any agreement, commitment security interest or guaranty for the benefit of Tenant, lien or the Guarantor. If Landlord at any time is compelled to property subject thereto or exhaust any right or take any action against any person or proceeding entity or any collateral (including any rights relating to marshaling of assets). The Guarantor guarantees that the Obligations will be paid and performed strictly in court or otherwise to enforce or compel compliance accordance with the terms of the LeasesLease, regardless of the value, genuineness, validity, regularity or enforceability of the Obligations, and of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Landlord with respect thereto. The liability and obligations of the Guarantor under this Guaranty shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by the Guarantor) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to the Guarantor or otherwise, whether based upon any obligations or any other agreements or otherwise, howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct of Tenant, negligence or otherwise, and without limiting the foregoing irrespective of (and whether or not Guarantor shall have notice or knowledge of): (a) any lack of validity or enforceability of the Lease or of any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment or performance of, or in any other term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any departure from the Lease or any other agreement relating to any Obligations; (c) any increase in, addition to, exchange or release of, or non-perfection of any lien on or security interest in, any collateral or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the Obligations; (d) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Tenant or the Guarantor; (e) the absence of any action on the part of the Landlord to obtain payment for the Obligations from the Tenant; (f) any insolvency, bankruptcy, reorganization or dissolution, or any proceeding of the Tenant or the Guarantor, including, without limitation, rejection of the guaranteed Obligations in such bankruptcy; (g) the absence of notice or any delay in any action to enforce any Obligations or to exercise any right or remedy against the Guarantor or the Tenant, whether hereunder, under any Obligations or under any agreement or any indulgence, compromise or extension granted; or (h) the termination or cessation of a corporate relationship between Guarantor and Tenant. Guarantor further agrees that, to the extent that the Tenant or the Guarantor makes a payment or payments to the Landlord, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to the Tenant or the Guarantor or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Guaranty and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. The provisions of this paragraph shall survive the payment and performance of the Obligations and the termination of this Guaranty. Until such time as all the Obligations have been fully and indefeasibly paid to Landlord and performed in full, Guarantor shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from any person or entity (including, without limitation, the Tenant) for any payments made by the Guarantor hereunder, and Guarantor hereby waives and releases absolutely and unconditionally, any such rights of subrogation, contribution, reimbursement, indemnification and other rights of payment or recovery which it may now have or hereafter acquire. If any amount shall be paid to the Guarantor in violation of the preceding sentence and the Obligations shall not have been paid in full, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for the benefit of, the Landlord and shall forthwith be paid to the Landlord to be credited and applied upon the Obligations, whether matured or unmatured, in accordance with the terms of the Lease. The Guarantor acknowledges that it will derive substantial direct and indirect benefit from the granting, execution and delivery of the Lease by the Landlord and that the waiver set forth in this paragraph is knowingly made in contemplation of such benefits. The provisions of this paragraph shall survive the payment and performance of the Obligations and the termination of this Guaranty. Guarantor represents and warrants to Landlord that (a) the execution and delivery of this Guaranty has been duly authorized by the appropriate officers of Guarantor and does not contravene any law, or any contractual or legal restriction, applicable to it, (b) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for its execution, delivery and performance of this Guaranty, (c) there are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived, (d) Guarantor will, directly or indirectly, benefit from the transaction which is the subject of the Lease, and (e) neither the execution, delivery or performance of this Guaranty, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or result in a default under or a breach of any of the terms, conditions or provisions of the Certificate of Incorporation or the Bylaws of the Guarantor or of any contract to which the Guarantor is a party or by which it is bound. This Guaranty shall be legally binding upon Guarantor and its successors and assigns and shall inure to the benefit of Landlord and Facility Mortgagee (as such term is defined in the Lease) and each of their respective successors and assigns. Reference herein to Landlord shall be deemed to include Landlord and its successors and assigns. Reference herein to Tenant shall be deemed to include Tenant and its successors and assigns. Without limiting the generality of the foregoing, the Landlord may assign or otherwise transfer (whether as an outright assignment or transfer or as collateral) all or any portion of its rights and obligations under the Lease to any other person or entity (any such person or entity, a “Landlord Assign”) and such Landlord Assign shall thereupon become vested (on a non-exclusive basis, as modified an additional beneficiary) with all the benefits in respect thereof granted to the Landlord herein or amended otherwise. Without the prior written consent thereto by Landlord and the Facility Mortgagee, Guarantor will not enter into any amendment to this Guaranty and without such consent no such amendment will be effective in any event. Further, Guarantor shall not enter into any amendment to this Guaranty, and no such amendment hereto shall be effective, unless prior to such amendment Landlord and Facility Mortgagee have received written confirmation from each nationally recognized statistical rating organization (including, without limitation, S&P and Mxxxx’x (as such terms are defined in the Lease), if applicable) which has issued a rating of any debt issued by the Facility Mortgagee or the Landlord which is secured by the Leased Property which are subject to the Lease that such amendment to this Guaranty will not result in a downgrade, withdrawal or qualification of the rating then assigned to such debt. No waiver of any provision of this Guaranty, and no consent to any departure by Guarantor herefrom, shall be effective without the prior written consent thereto by Landlord and Facility Mortgagee, and any waiver or consent for which such written consent is given shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Landlord to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. Guarantor will from time to timetime during the Term (as defined in the Lease), promptly following request of Landlord or Facility Mortgagee, confirm in writing to Landlord and to Facility Mortgagee that this Guaranty, Guaranty remains in full force and effect in accordance with its terms. So long as the Guarantor shallis a reporting company under the Securities and Exchange Act of 1934, in addition to any other rights or remedies to which the Landlord may be entitled hereunder or at law or in equityas amended, Guarantor shall not be obligated to pay all costsprovide financial information to Landlord or any Facility Mortgage. At any time when Guarantor is not a reporting company under the Securities and Exchange Act of 1934, including reasonable attorney's feesas amended, incurred or expended by it will deliver to Landlord and Facility Mortgagee the Landlord in connection therewith. Any Capitalized term not defined in the Guaranty has the meaning ascribed to it in the Leases. Agreed to this 14th day of July 2000. GETRONICS N.V. RJR VENTURE LIMITED PARTNERSHIP CORNERSTONE CORP, GEN. PARTNER By: /s/ C.G. van Luijk By: Cornerstone Corporation, its --------------------------- General Partner /s/ Xxxxxxx X. Xxxxxxx --------------------------------- Name: C.G. van Luijk Name: /s/ Xxxxxxx X. Xxxxxxx ------------------------------- Title: President & CEO Title: VICE-PRESIDENT ------------------------------- SUBLEASE AGREEMENT This Sublease Agreement ("Sublease") is made as of the 1st day of October, 2000 by and between Getronics WangCo., LLC, a Delaware limited liability company having a place of business at 000 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000 (hereinafter referred to as "Sublessor"), and Getronics Government Solutions, LLC, a Delaware limited liability company having a place of business at 0000 Xxxxxxxx Xxxxx, XxXxxx, XX 00000 (hereinafter referred to as "Sublessee").following information:

Corporate Guaranty. This Corporate Guaranty is made between Getronics N.V.For value received, a company organized under the laws of The Netherlands (the "Guarantor") and RJR Venture Limited Partnershipin consideration for, 000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000, (the "Landlord") in regard to the Lease Amendment signed on _________2000 by and between Getronics Wang Co. LLC ("Tenant"), 000 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000 and Landlord and the underlying lease agreements referenced therein (collectively the "Leases") for the lease of facilities at 000 Xxxxx Xxxx, Xxxxxxxxx, XX. As a material as an inducement to the Landlord to enter into the Leasesforegoing lease with Tenant, and for good and valuable considerationME PLANT BASED COMPASSIONATE CARE LLC, the receipt and sufficiency SWEETSPOT BRANDS LLC, a Rhode Island limited liability company with a mailing address of which is hereby acknowledged by the 00 Xxxx Xxxx, Mt. Pleasant, SC 29464(the “Guarantor, the Guarantor, ”) does hereby unconditionally and irrevocably guarantees guaranty to Landlord the complete and timely payment and due performance of each and every obligation agreement, covenant, term and condition of Tenant under the LeasesLease to be performed by Xxxxxx, as the same may be modified or amended from time to time, including without limitation the payment of all sums of money stated in the Lease to be payable by Xxxxxx, including rent, additional rent, the repayment of the Landlord's costs to cure an Event of Default TI Allowance and the payment of all of the Landlord's costs to enforce the provisions other such monetary obligations. The validity of this guaranty ("Guaranty")and the obligations of the Guarantor hereunder shall not be terminated, affected, or impaired by reason of the granting by Landlord of any indulgences to Tenant. This Guaranty is an absoluteguaranty shall remain and continue in full force and effect as to any renewal, primarymodification, and continuing guaranty of payment and performance and is independent of Tenant's obligations under the Leases, as modified or amended from time to time. Guarantor waives any right to require the Landlord to (a) join Tenant with Guarantor in any suit arising under this Guaranty, (b) proceed against or exhaust any other remedy in the Landlord's power. The Landlord may, without notice or demand and without affecting Guarantor's liability hereunder, from time to time, compromise, extend, waive or otherwise modify any or all extension of the terms Lease, whether or not Guarantor shall have received any notice of the Leasesor consented to such renewal, modification, assignment, subletting or extension. Guarantor hereby waives all demands for performance, notices of performance, and notice of acceptance of this GuarantyGuaranty by Landlord, notice of default by Tenant under the Lease, and all suretyship and guarantorship defenses generally. The liability of Guarantor under this Guaranty will not guaranty shall be affected by (i) the release or discharge primary, and in any right of Tenant from, or impairment, limitation or modification of, Tenant's obligations action which shall accrue to Landlord under the Leaseslease, as modified Landlord may proceed against Guarantor and Tenant, jointly and severally, and may proceed against Guarantor without having commenced any action against or amended form time to time, in having obtained any bankruptcy, receivership, or other debtor relief proceeding, whether state or federal and whether voluntary or involuntary; (ii) the rejection of disafformance judgment against Xxxxxx. All of the Leases, as modified or amended from time terms and provisions of this guaranty shall inure to time, in any such proceeding; (iii) the cessation from any cause whatsoever of the liability of Tenant under the Leases, as modified or amended from time to time; (iv) any transfer of (by assignment or otherwise) of all or any part of Tenant's rights under the Leases or of the Tenant's interest in the leasehold estate created hereby or the Leased Premises, or any other transfer or transaction which, by the terms of the Leases constitute a transfer of the Tenant's rights under the Leases; or (v) the breach or unenforceability of any agreement, commitment or guaranty for the benefit of Tenant, or the successors and assigns of Landlord and shall be binding upon the successors and assigns of Guarantor. If Landlord at any time is compelled to take any action or proceeding in court or otherwise to enforce or compel compliance with the terms of the Leases, as modified or amended from time to time, or this Guaranty, the Guarantor shall, in addition to any other rights or remedies to which the Landlord may be entitled hereunder or at law or in equity, be obligated to pay all costs, including reasonable attorney's fees, incurred or expended by the Landlord in connection therewith. Any Capitalized term not defined in the Guaranty has the meaning ascribed to it in the Leases. Agreed to this 14th day of July 2000. GETRONICS N.V. RJR VENTURE LIMITED PARTNERSHIP CORNERSTONE CORP, GEN. PARTNER By: /s/ C.G. van Luijk By: Cornerstone Corporation, its --------------------------- General Partner /s/ Xxxxxxx X. Xxxxxxx --------------------------------- Name: C.G. van Luijk Name: /s/ Xxxxxxx X. Xxxxxxx ------------------------------- Title: President & CEO Title: VICE-PRESIDENT ------------------------------- SUBLEASE AGREEMENT This Sublease Agreement ("Sublease") is made as of the 1st day of October, 2000 by and between Getronics WangCo., LLC, a Delaware limited liability company having a place of business at 000 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000 (hereinafter referred to as "Sublessor"), and Getronics Government Solutions, LLC, a Delaware limited liability company having a place of business at 0000 Xxxxxxxx Xxxxx, XxXxxx, XX 00000 (hereinafter referred to as "Sublessee").

Corporate Guaranty. This Corporate Guaranty is made between Getronics N.V.In consideration of and as an inducement for the granting, execution and delivery of the foregoing Lease Agreement, dated September ___, 2005 (hereinafter called "Lease"), by CLF SYLVAN WAY LLC, a company organized Delaware limited liability company, the Lessor therein named (hereinafter called "Lessor"), to Tiffany and Company, a New York corporation, the Lessee txxxxxx named (hereinafter called "Lessee"), and in further consideration of the sum of One Dollar ($1.00) and other good and valuable consideration paid by Lessor to the undersigned, Tiffany & Co., a Delaware corporation (hereinafter called "Lease Xxxxxxxor"), Lease Guarantor, intending to be legally bound, hereby guarantees to Lessor, its successors and assigns, the full and prompt payment when due of all Net Rent and Additional Rent and any and all other sums and charges payable by Lessee under the laws Lease, and the full, faithful and prompt performance and observance of The Netherlands all the covenants, terms, conditions, and agreements therein provided to be performed and observed by Lessee (the "Guarantor") and RJR Venture Limited Partnership, 000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000, (the "Landlord") in regard to the Lease Amendment signed on _________2000 by and between Getronics Wang Co. LLC ("TenantObligations"); and Lease Guarantor does hereby become surety to Lessor, 000 Xxxxxxx Xxxxits successors and assigns for and with respect to all of the Obligations. Lease Guarantor hereby covenants and agrees to and with Lessor, Xxxxxxxxxits successors and assigns, XX 00000 that if default shall at any time be made by Lessee, its successors and Landlord and the underlying lease agreements referenced therein (collectively the "Leases") for the lease of facilities at 000 Xxxxx Xxxxassigns, Xxxxxxxxx, XX. As a material inducement to the Landlord to enter into the Leases, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Guarantor, the Guarantor, hereby unconditionally and irrevocably guarantees the complete and timely payment and performance of each and every obligation of Tenant under the Leases, as the same may be modified or amended from time to time, in the payment of any such rent or other sums or charges payable by Lessee under the Lease or in the performance of any of the covenants, terms, conditions or agreements contained in the Lease, which default shall have continued uncured after notice, if required under the Lease, and expiration of any applicable grace period under the Lease, Lease Guarantor will forthwith pay such rent or other sums or charges to Lessor, its successors and assigns, and any arrears thereof, and will forthwith faithfully perform and fulfill all of such covenants, terms, conditions and agreements, and will forthwith pay to Lessor all damages and all costs and expenses that may arise in consequence of any default by Lessee, its successors and assigns, under the Landlord's costs to cure an Event of Default and Lease (including, without limitation, all reasonable attorneys' fees incurred by Lessor or caused by any such default and/or by the payment of all of the Landlord's costs to enforce the provisions enforcement of this guaranty ("Guaranty"). This Guaranty is an absolute, primary, absolute and continuing unconditional guaranty of payment (and not of collection) and of performance and is independent of Tenant's obligations under the Leases, as modified or amended from time to timealso a surety agreement. Guarantor waives any right to require the Landlord to (a) join Tenant with Guarantor in any suit arising under this Guaranty, (b) proceed against or exhaust any other remedy in the Landlord's power. The Landlord may, without notice or demand and without affecting Lease Guarantor's liability hereunderhereunder is direct and may be enforced without Lessor being required to resort to any other right, from time to timeremedy or security and this Guaranty shall be enforceable against Lease Guarantor, compromiseits successors and assigns, extendwithout the necessity for any suit or proceedings on Lessor's part of any kind or nature whatsoever against Lessee, waive or otherwise modify any or all of the terms of the Leases. Guarantor hereby waives all demands for performance, notices of performanceits successors and assigns, and without the necessity of any notice to Lease Guarantor of non-payment, non-performance or non-observance or the continuance of any such default or of any notice of acceptance of this Guaranty. The liability Guaranty or of Lessor's intention to act in reliance hereon or of any other notice or demand to which Lease Guarantor under might otherwise be entitled, all of which Lease Guarantor hereby expressly waives; and Lease Guarantor hereby expressly agrees that the validity of this Guaranty will and the obligations of Lease Guarantor hereunder shall in nowise be terminated, affected or impaired by reason of the assertion or the failure to assert by Lessor against Lessee, or Lessee's successors and assigns, of any of the rights or remedies reserved to Lessor pursuant to the provisions of the Lease. This Guaranty shall be a continuing Guaranty, and (whether or not Lease Guarantor shall have notice or knowledge of any of the following) the liability and obligation of Lease Guarantor hereunder shall be absolute and unconditional (except as hereafter provided) and shall remain in full force and effect without regard to, and shall not be affected released, discharged or in any way impaired by (ia) the release or discharge of Tenant from, or impairment, limitation any amendment or modification of, Tenant's obligations under the Leases, as modified or amended form time to time, in any bankruptcy, receivershipsupplement to, or other debtor relief proceedingextension or renewal of, whether state the Lease or federal and whether voluntary any assignment or involuntarytransfer thereof; (iib) the rejection any exercise or non-exercise of disafformance any right, power, remedy or privilege under or in respect of the LeasesLease or this Guaranty or any waiver, as modified consent or amended approval by Lessor with respect to any of the covenants, terms, conditions or agreements contained in the Lease or any indulgences, forbearances or extensions of time for performance or observance allowed to Lessee from time to time, in time and for any such proceeding; (iii) the cessation from any cause whatsoever length of the liability of Tenant under the Leases, as modified or amended from time to time; (ivc) any merger, sale or transfer of substantially all the assets of or dissolution of or other event which severs the corporate relationship between Guarantor and Lessee, (by assignment x) xny bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or otherwisesimilar proceeding relating to Lessee, its successors and assigns or their properties ; (e) any limitation on the liability or obligation of all or any part of Tenant's rights Lessee under the Leases Lease or its estate in bankruptcy or of any remedy for the Tenant's interest in enforcement thereof, resulting from the leasehold estate created hereby operation of any present or future provision of the Leased Premises, federal bankruptcy law or any other statute or from the decision of any court; (f) any sublease or transfer by Lessee or transaction which, by the terms any assignment of the Leases constitute a transfer of the Tenant's rights its interest under the LeasesLease; or (vg) any termination of the breach Lease as permitted in the Lease prior to the expiration of its term. All of Lessor's rights and remedies under the Lease and under this Guaranty are intended to be distinct, separate and cumulative and no such right and remedy therein or unenforceability herein mentioned is intended to be in exclusion of or a waiver of any agreementof the others. No termination of the Lease or taking or recovering of the premises demised thereby, commitment as permitted in the Lease, shall deprive Lessor of any of its rights and remedies against Lease Guarantor under this Guaranty. This Guaranty shall apply to the Obligations pursuant to any extension, renewal, amendment, modification and supplement of or guaranty for to the benefit of TenantLease as well as to the Obligations thereunder during the original term thereof in accordance with the original provisions thereof. The Lease Guarantor hereby waives any requirement that the Lessor protect, secure, perfect or the Guarantor. If Landlord at insure any time is compelled security interest or Lien or any property subject thereto or exhaust any right to take any action against any person or proceeding any collateral (including any rights relating to marshaling of assets). The Obligations will be paid strictly in court or otherwise to enforce or compel compliance accordance with the terms of the LeasesLease, regardless of the value, genuineness, validity, regularity or enforceability of the Obligations. The liability of the Lease Guarantor to the extent herein set forth shall be absolute and unconditional (except as modified otherwise provided herein), not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or amended from recoupment whatsoever (all of which are hereby expressly waived by the Lease Guarantor) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to the Lease Guarantor or otherwise, whether based upon any obligations or any other agreements or otherwise, howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the foregoing irrespective of: (a) any lack of validity or enforceability of the Lease or of any agreement or instrument relating thereto; (b) any change in the time, manner or this Guarantyplace of payment of, or in any other term in respect of, all or any of the Guarantor shallObligations, in addition or any other amendment or waiver of or consent to Obligations, or any other amendment or waiver of or consent to any departure from the Lease or any other rights agreement relating to any Obligations; (c) any increase in, addition to, exchange or remedies release of, or nonperfection of any Lien on or security interest in, any collateral or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the indebtedness; (d) the absence of any action on the part of the Lessor to obtain payment for the Obligations from the Lessee; (e) any insolvency, bankruptcy, reorganization or dissolution, or any proceeding of the Lessee or the Lease Guarantor, including, without limitation, rejection of the guaranteed Obligations in such bankruptcy; or (f) the absence of notice or any delay in any action to enforce any Obligations or to exercise any right or remedy against the Lease Guarantor or the Lessee, whether hereunder, under any Obligations or under any agreement or any indulgence, compromise or extension granted. Lease Guarantor further agrees that, to the extent that the Lessee or the Lease Guarantor makes a payment or payments to the Lessor, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to the Landlord may be entitled hereunder Lessee or at the Lease Guarantor or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Guaranty and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in equityfull force and effect as of the date of such initial payment, be obligated to pay all costs, including reasonable attorney's fees, incurred reduction or expended by satisfaction occurred. Upon the Landlord in connection therewith. Any Capitalized term not occurrence of an Event of Default (as defined in the Guaranty has the meaning ascribed to it in the Leases. Agreed to this 14th day of July 2000. GETRONICS N.V. RJR VENTURE LIMITED PARTNERSHIP CORNERSTONE CORP, GEN. PARTNER By: /s/ C.G. van Luijk By: Cornerstone Corporation, its --------------------------- General Partner /s/ Xxxxxxx X. Xxxxxxx --------------------------------- Name: C.G. van Luijk Name: /s/ Xxxxxxx X. Xxxxxxx ------------------------------- Title: President & CEO Title: VICE-PRESIDENT ------------------------------- SUBLEASE AGREEMENT This Sublease Agreement ("Sublease") is made as of the 1st day of October, 2000 by and between Getronics WangCo., LLC, a Delaware limited liability company having a place of business at 000 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000 (hereinafter referred to as "Sublessor"Lease), and Getronics Government Solutionscontinuing until such time as such Event of Default shall be cured, LLCLease Guarantor shall hereby subordinate any and all rights (direct or indirect) which it may now or hereafter acquire, of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from any person or entity (including, without limitation, the Lessee) for any payments made by the Lease Guarantor hereunder. Lease Guarantor represents and warrants to Lessor that (a) the execution and delivery of this Guaranty has been duly authorized by the Board of Directors of Lease Guarantor, (b) the making of this Guaranty does not require any vote or consent of shareholders of Lease Guarantor and (c) Lessee is a Delaware limited liability company having a place wholly owned subsidiary of business at 0000 Xxxxxxxx Xxxxx, XxXxxx, XX 00000 (hereinafter referred Lease Guarantor. This Guaranty shall be legally binding upon Lease Guarantor and its successors and assigns and shall inure to as "Sublessee")the benefit of Lessor and its successors and assigns. The terms and provisions of this Guaranty shall be governed by the laws of the State of New Jersey.

Corporate Guaranty. This Corporate Guaranty is made between Getronics N.V.FOR VALUE RECEIVED, a company organized under the laws of The Netherlands (the "Guarantor") and RJR Venture Limited Partnershipin consideration for, 000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000, (the "Landlord") in regard to the Lease Amendment signed on _________2000 by and between Getronics Wang Co. LLC ("Tenant"), 000 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000 and Landlord and the underlying lease agreements referenced therein (collectively the "Leases") for the lease of facilities at 000 Xxxxx Xxxx, Xxxxxxxxx, XX. As a material as an inducement to the Landlord to enter into the Leasesforegoing Lease with BBI-Biotech Research Laboratories, and for good and valuable considerationInc., a Massachusetts corporation, dated the day of , 1997, the receipt undersigned hereby guarantees to Landlord, its legal representatives, successors and sufficiency of which is hereby acknowledged by the Guarantor, the Guarantor, hereby unconditionally and irrevocably guarantees the complete and timely payment and performance of each and every obligation of Tenant under the Leases, as the same may be modified or amended from time to timeassigns, the payment of the rent, additional rent and all other payments to be made by Tenant under said Lease and the full performance and observance by Tenant of all the other terms, covenants, conditions and agreements (including the Rules and Regulations) therein provided to be performed and observed by Tenant for which the undersigned shall be jointly and severally liable with the Tenant, without requiring any notice of non-payment, non-performance or non-observance, or proof of notice or demand, whereby to charge the undersigned, all of which the Landlord's costs to cure an Event of Default undersigned hereby expressly waives, and the payment of all undersigned expressly agrees that Landlord may proceed against the undersigned separately or jointly before or after or simultaneously with proceeding against Tenant for default and that this Guaranty shall not be terminated, affected or impaired in any way or manner whatsoever by reason of the Landlord's costs assertion by Landlord against Tenant of any of the rights or remedies reserved to enforce Landlord pursuant to the provisions of this guaranty ("Guaranty"). This Guaranty is an absolutethe said Lease, primaryor by reason by summary or other proceedings against Tenant, and continuing guaranty or by the omission of payment and performance and is independent of Tenant's obligations under the Leases, as modified or amended from time to time. Guarantor waives any right to require the Landlord to (a) join Tenant with Guarantor in enforce any suit arising under this Guarantyof its rights against Tenant, (b) proceed against or exhaust by reason of any other remedy in the Landlord's powerextension of time or indulgence granted by Landlord to Tenant. The Landlord may, without notice or demand undersigned further covenants and without affecting Guarantor's liability hereunder, from time to time, compromise, extend, waive or otherwise modify any or all of the terms of the Leases. Guarantor hereby waives all demands for performance, notices of performance, and notice of acceptance of this Guaranty. The liability of Guarantor under this Guaranty will not be affected by agrees (i) that it will be bound by all the release or discharge of Tenant fromprovisions, or impairmentterms, limitation or modification ofconditions, restrictions and limitations contained in said lease, the same as though Guarantor was named therein as Tenant's obligations under the Leases; and (ii) that this Guaranty shall be absolute and unconditional and shall remain and continue in full force and effect as to any renewal, as modified or amended form time to timeextension, in any bankruptcyoption, receivershipamendment, additions, assignment, sublease, transfer, or other debtor relief proceedingmodification of said lease, whether state or federal and whether voluntary not the undersigned shall have knowledge or involuntary; (ii) the rejection have been notified of disafformance of the Leases, as modified or amended from time agreed or consented to time, in any such proceeding; (iii) the cessation from any cause whatsoever of the liability of Tenant under the Leasesrenewal, as modified or amended from time to time; (iv) any transfer of (by assignment or otherwise) of all or any part of Tenant's rights under the Leases or of the Tenant's interest in the leasehold estate created hereby or the Leased Premisesextension, option, amendment, addition, assignment, sublease, transfer, or any other transfer or transaction which, modifications of said lease. Each signatory hereto shall be individually bound by the terms of this Guaranty whether or not any other party or person has executed the Leases constitute a transfer of the Tenant's rights under the Leases; or (v) the breach or unenforceability of any agreement, commitment or guaranty for the benefit of Tenant, or the Guarantorsame. If Landlord at any time is compelled to take any action or proceeding in court or otherwise to enforce or compel compliance with the terms of the Leases, as modified or amended from time to time, or this Guaranty, the Guarantor undersigned shall, in addition to any other rights or remedies to which the Landlord may be entitled hereunder or at as a matter of law or in equity, be obligated to pay all costs, including reasonable attorney's attorneys’ fees, incurred or expended by the Landlord in connection therewith. Any Capitalized term not defined in the Guaranty has the meaning ascribed to it in the Leases. Agreed All obligations and liabilities of Guarantor pursuant to this 14th Guaranty shall be binding upon the successors and assigns of the undersigned signatory. Guarantor further agrees, at any time and from time to time, within five (5) days’ after written notice by Landlord, to deliver to Landlord its most recent financial statement, which shall not, in any event, be more than ninety (90) days old. If Guarantor files quarterly and annual statements with the Securities and Exchange Commission, then Guarantor’s most recent “10-Q” (or, if applicable, “10-K”) statement shall be supplied to Landlord. If Guarantor has its financial statements audited on an annual basis, then Guarantor shall supply Landlord with its most recent audited statement and with its most recent unaudited financial statement, certified to be true and correct by Guarantor’s chief financial officer. If Guarantor does not regularly have its financial statements audited, then Guarantor shall supply Landlord with its most recent unaudited financial information, certified to be true and correct by Guarantor’s chief financial officer, which information shall not, in any event, be more than ninety (90) days old. If Guarantor does not regularly have financial statements prepared, then Guarantor shall supply Landlord with such financial information respecting the financial condition of Guarantor as Landlord may reasonably require including, without limitation, copies of Guarantor’s state and federal quarterly and annual income tax reports and statements, certified to be true and correct by Guarantor or Guarantor’s chief financial officer. As further inducement to Landlord to make and enter into said Lease, and in consideration thereof, the Landlord and the undersigned covenant and agree that in any action or proceeding brought on, under or by virtue of this Guaranty, the Guarantor shall and hereby does waive trial by jury. This Guaranty shall be governed by and construed in accordance with the laws of the state in which the property demised under the said lease is located. WITNESS the following signatures this 6th day of July 2000. GETRONICS N.V. RJR VENTURE LIMITED PARTNERSHIP CORNERSTONE CORPMay, GEN. PARTNER By: /s/ C.G. van Luijk By: Cornerstone Corporation, its --------------------------- General Partner /s/ Xxxxxxx X. Xxxxxxx --------------------------------- Name: C.G. van Luijk Name: /s/ Xxxxxxx X. Xxxxxxx ------------------------------- Title: President & CEO Title: VICE-PRESIDENT ------------------------------- SUBLEASE AGREEMENT This Sublease Agreement ("Sublease") is made as of the 1st day of October, 2000 by and between Getronics WangCo1997., LLC, a Delaware limited liability company having a place of business at 000 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000 (hereinafter referred to as "Sublessor"), and Getronics Government Solutions, LLC, a Delaware limited liability company having a place of business at 0000 Xxxxxxxx Xxxxx, XxXxxx, XX 00000 (hereinafter referred to as "Sublessee").

Corporate Guaranty. This Corporate Guaranty is made between Getronics N.V., a company organized under the laws of The Netherlands (the "Guarantor") and RJR Venture Limited Partnership, 000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000, (the "Landlord") in regard to the Lease Amendment signed on _________2000 by and between Getronics Wang Co. LLC ("Tenant"), 000 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000 and Landlord and the underlying lease agreements referenced therein (collectively the "Leases") for the lease of facilities at 000 Xxxxx Xxxx, Xxxxxxxxx, XX. As a material inducement to the Landlord to enter into the Leases, and for good and valuable considerationFOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is are hereby acknowledged by acknowledged, and to induce EPIC Aviation, LLC ("EPIC") to enter in to that certain Loan Agreement with Ronson Aviation, Inc. ("Debtor"), of even date herewith (the "Loan Agreement") the undersigned Ronson Corporation ("Guarantor"), being the Guarantorcorporate parent of Debtor, hereby unconditionally and irrevocably absolutely guarantees the complete full and timely prompt payment and performance of each all present and every obligation future obligations of Tenant Debtor to EPIC, up to an aggregate amount of FIVE HUNDRED THOUSAND AND 00/100 U.S. Dollars ($500,000.00), arising from Debtor's obligations to EPIC under the LeasesLoan Agreement, as the same may be modified whether such obligations are due or amended from time to timebecome due, secured or unsecured, absolute or contingent, joint or several (collectively, the payment of all of the Landlord's costs to cure an Event of Default and the payment of all of the Landlord's costs to enforce the provisions of this guaranty "Obligations"). GUARANTOR'S OBLIGATION UNDER THIS CORPORATE GUARANTY ("GuarantyGUARANTY")) IS A GUARANTY OF PAYMENT AND NOT OF COLLECTION. SHOULD ANY PRESENT OR FUTURE OBLIGATIONS UNDER THE LOAN AGREEMENT INCURRED BY DEBTOR NOT BE PAID WHEN DUE, EPIC MAY PROCEED AGAINST THE GUARANTOR FOR SUCH INDEBTEDNESS AT ANY TIME, WITHOUT NOTICE AND WITHOUT ANY PROCEEDING OR ACTION AGAINST DEBTOR, AND GUARANTOR HEREBY WAIVES ANY DEMAND FOR PAYMENT. This Guaranty is a primary obligation of Guarantor and shall be construed as an absoluteunconditional, primary, absolute and continuing guaranty guaranty, irrespective of payment the validity or enforceability of the underlying agreements between EPIC and performance and is independent of Tenant's obligations under the Leases, as modified Debtor or amended from time to time. Guarantor waives any right to require the Landlord to (a) join Tenant with Guarantor in any suit arising under this Guaranty, (b) proceed against or exhaust any other remedy in guaranteed amount, the Landlord's power. The Landlord may, without notice absence of any action to enforce the same or demand and without affecting Guarantor's liability hereunder, from time to time, compromise, extend, waive any circumstances which might otherwise constitute a legal or otherwise modify any equitable discharge or all defense of the terms of the Leasesa guarantor. Guarantor hereby waives all demands for performance, notices of performance, and notice of acceptance of this Guaranty, of the creation or existence of any of the guaranteed Obligations and of any action by EPIC in reliance hereon or in connection herewith, notice of the transactions between EPIC and Debtor, notice of the execution and delivery, amendment, extension or renewal of any present or future instrument pertaining to Obligations, diligence, presentment, demand for payment, protest, notice of default by Debtor, and any other notice not expressly required by this Guaranty. The Guarantor further consents, without further notice, to any extension or extensions of the time or times of payment of said Obligations, or any portion thereof, and to any change in form or amount, or renewal at any time, of such Obligations, or any portion thereof, in each case up to an aggregate amount of FIVE HUNDRED THOUSAND AND 00/100 U.S. Dollars ($500,000.00), but under no circumstances will the liability of Guarantor under this Guaranty will for the Obligations exceed FIVE HUNDRED THOUSAND AND 00/100 U.S. Dollars ($500,000.00). This Guaranty shall remain in full force and effect with respect to the Obligations until finally and irrevocably paid in full. No termination of this Guaranty shall affect any Obligations outstanding or contracted or committed for at the time of termination, and this Guaranty shall remain in full force and effect with respect to such Obligations until finally and irrevocably paid in full. In the event that any payment to EPIC in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, Guarantor shall remain liable hereunder in respect of such Obligations as if such payment had not been made. Guarantor reserves the right to assert defenses that Debtor may have to payment of any Obligation other than defenses arising from the bankruptcy or insolvency of Debtor or similar proceedings affecting Debtor and other defenses expressly waived hereby. Guarantor's obligations hereunder with respect to the Obligations shall not be affected by the existence, validity, enforceability, perfection or extent of any collateral for such Obligations covered hereunder, nor by any extension, or the acceptance of any sum or sums on account of Debtor, or of any note or draft of Debtor and/or any third party, or security from Debtor. EPIC shall not be obligated to file any claim relating to the Obligations owing to it in the event that Debtor becomes subject to bankruptcy, insolvency, reorganization, liquidation, dissolution, or similar proceedings affecting Debtor (whether voluntary or involuntary), and the failure of EPIC to so file shall not affect Guarantor's obligations hereunder. Should any present or future Obligations incurred by Debtor not be paid when due or at the time to which the same may be extended, EPIC may proceed against Guarantor for such Obligations at any time, without notice and without any proceeding or action against Debtor. Guarantor agrees that EPIC may resort to Guarantor for payment of any of the Obligations, whether or not EPIC shall have resorted to any collateral security, or shall have proceeded against any other debtor principally or secondarily obligated with respect to any of the Obligations or any other guarantor thereof. With the exception of inter-company payments that cannot be disturbed, Guarantor shall not exercise any rights which it may have or acquire by way of subrogation to the rights of EPIC until all of the Obligations are paid in full to EPIC. If any amounts are paid to Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of EPIC and shall forthwith be paid to EPIC by Guarantor to reduce the amount of outstanding Obligations, whether matured or unmatured. Subject to the foregoing, upon payment of all of the Obligations to EPIC, Guarantor shall be subrogated to the rights of EPIC against Debtor, and EPIC agrees to take, at Guarantor's expense, such actions as Guarantor may reasonably require to implement such subrogation. The obligations of Guarantor hereunder shall not be subject to any counterclaim, setoff, deduction, abatement or defense based upon any claim Guarantor or the Debtor may have against EPIC. The obligations of Guarantor hereunder shall not be affected by (ia) any lack of validity or enforceability of or defect or deficiency in any Agreement or any other documents executed in connection with any Agreement; (b) any modification, extension or waiver of any of the release terms of any Agreement; (c) any change in the time, manner, terms or discharge place of Tenant from, payment of or impairment, limitation or modification in any other term of, Tenant's obligations under the Leases, as modified or amended form time to time, in any bankruptcy, receivership, or other debtor relief proceeding, whether state or federal and whether voluntary or involuntary; (ii) the rejection of disafformance of the Leases, as modified or amended from time to time, in any such proceeding; (iii) the cessation from any cause whatsoever of the liability of Tenant under the Leases, as modified or amended from time to time; (iv) any transfer of (by assignment or otherwise) of all or any part of Tenant's rights under the Leases or of the Tenant's interest in the leasehold estate created hereby or the Leased PremisesObligations, or any other transfer amendment or transaction whichwaiver of or any consent to departure from any Agreement or any other agreement or instrument executed in connection therewith; (d) any sale, by exchange, release or non-perfection of any property standing as security for the terms liabilities hereby guaranteed or any liabilities incurred directly or indirectly hereunder or any setoff against any of said liabilities, or any release or amendment or waiver of or consent to departure from this Guaranty or any other guaranty, for all or any of the Leases constitute a transfer Obligations; (e) except as to applicable statutes of limitation, failure, omission, delay, waiver or refusal by EPIC to exercise, in whole or in part, any right or remedy held by EPIC with respect to any Agreement or any transaction under any Agreement; (f) any change in the Tenant's rights under the Leasesexistence, structure or ownership of Guarantor or any Debtor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Debtor or its assets; or (vg) the breach or unenforceability of any agreement, commitment or guaranty for the benefit of Tenantother circumstance that might otherwise constitute a defense available to, or a discharge of, any Debtor or any other individual, partnership, joint venture, corporation, association, trust or other enterprise that is a party to any Agreement, or any other agreement or instrument (including any guarantor) in respect of the GuarantorObligations, other than payment in full of the Obligations. This Guaranty shall not be affected by any change in the entity status or business structure of Debtor. If Landlord at Debtor's assets or a major portion thereof are transferred to any time is compelled other party or parties otherwise than by operation of law, and if EPIC enters into any transaction whereby such transferee or transferees become indebted to take any action or proceeding in court or otherwise to enforce or compel compliance with the terms of the LeasesEPIC, as modified or amended from time to time, or this Guaranty, subject to all the other terms hereof, shall apply to any Obligations or balance of Obligations of such other transferee or transferees to EPIC. This Guaranty shall inure to and be binding upon the parties, their representatives, successors and assigns, provided that Guarantor shallmay not assign or otherwise transfer any of its obligations under this Guaranty, whether by operation of law or otherwise, without the prior written consent of EPIC, which consent may be arbitrarily withheld. EPIC may not assign this Guaranty, whether by operation of law or otherwise, without the prior written consent of the Guarantor, which consent may not be unreasonably withheld. In the event EPIC engages in litigation to enforce this Guaranty, Guarantor agrees to pay, in addition to any amounts of Debtor which Guarantor has otherwise guaranteed to pay hereunder, any and all costs and expenses incurred by EPIC (including reasonable attorneys' fees) in enforcing this Guaranty, whether at arbitration, trial or upon appeal. Guarantor represents and warrants that, at the time of execution and delivery of the Guaranty, nothing (whether financial condition or any other rights condition or remedies situation) exists to which impair in any way the Landlord may be entitled hereunder or at obligations and liabilities of Guarantor to EPIC under this Guaranty. Guarantor further represents and warrants to EPIC that: (a) it is a corporation duly organized, validly existing and in good standing in its jurisdiction of incorporation, with full power and authority to make and deliver this Guaranty; (b) that the execution, delivery and performance of this Guaranty by Guarantor have been duly authorized by all requisite corporate action of Guarantor, and does not and will not violate provisions of any applicable law or Guarantor's certificate of incorporation or bylaws; and (c) that the person signing this Guaranty on Guarantor's behalf has been properly authorized by corporate action to do so. This Guaranty constitutes the entire agreement among the parties and supersedes and cancels any prior agreements, undertakings, declarations and representations, whether written or oral, regarding the subject matter of this Guaranty. If any provision of this Guaranty is found by a court of competent jurisdiction to be void, illegal or otherwise unenforceable in equitythat jurisdiction, such provision, to the extent of its invalidity, shall be obligated to pay all costssevered from this Guaranty and be ineffective in that jurisdiction; provided, including reasonable attorney's feeshowever, incurred that such finding shall not affect the validity, legality or expended enforceability of such provision in any other jurisdiction or the validity, legality or enforceability of any other provision of this Guaranty. The rights and duties of the Guarantor, Debtor and EPIC under this Guaranty shall be construed and enforced in accordance with, and governed by the Landlord laws of, the State of Oregon, without regard to local conflict of law rules. Guarantor hereby irrevocably submits to the jurisdiction of the State of Oregon and consents to venue in connection therewithOregon. Any Capitalized term Guarantor further agrees that it will not defined in the Guaranty has the meaning ascribed claim that such forum is an inconvenient forum and specifically waives any and all objections to it in the Leases. Agreed having any dispute relating to this 14th day Agreement resolved in Marion County Circuit Court in Salem, Oregon. Notwithstanding any oxxxx xrovision to the contrary herein, any and all rights of July 2000. GETRONICS N.V. RJR VENTURE LIMITED PARTNERSHIP CORNERSTONE CORPEPIC hereunder, GEN. PARTNER By: /s/ C.G. van Luijk By: Cornerstone Corporationincluding, its --------------------------- General Partner /s/ Xxxxxxx X. Xxxxxxx --------------------------------- Name: C.G. van Luijk Name: /s/ Xxxxxxx X. Xxxxxxx ------------------------------- Title: President & CEO Title: VICE-PRESIDENT ------------------------------- SUBLEASE AGREEMENT This Sublease Agreement ("Sublease") is made as without limitation, to repayment of the 1st day Obligations, is and shall be subordinated to the prior payment and satisfaction of Octoberany and all loans, 2000 advances and extensions of credit made by The CIT Group/Commercial Services, Inc., as agent for itself and between Getronics WangCo.CIT Financial Ltd. (collectively, LLC"CIT"), a Delaware limited liability company having a place to Guarantor, and to Ronson Aviation, Inc., Ronson Consumer Products Corporation and Ronson Corporation of business at 000 Xxxxxxx XxxxCanada Ltd. (together with Guarantor, Xxxxxxxxx, XX 00000 (hereinafter referred to as the "SublessorRONSON Group"), and Getronics Government Solutionsto all other indebtedness, LLCobligations and liabilities of the RONSON Group to CIT; and, if requested by CIT, EPIC hereby agrees to enter into a Delaware limited liability company having a place subordination agreement prescribed by CIT in evidence of business at 0000 Xxxxxxxx Xxxxx, XxXxxx, XX 00000 (hereinafter referred to as "Sublessee")the foregoing.

Corporate Guaranty. This Corporate Guaranty is made between Getronics N.V., a company organized under the laws In consideration of The Netherlands (the "Guarantor") $10.00 and RJR Venture Limited Partnership, 000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000, (the "Landlord") in regard to the Lease Amendment signed on _________2000 by and between Getronics Wang Co. LLC ("Tenant"), 000 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000 and Landlord and the underlying lease agreements referenced therein (collectively the "Leases") for the lease of facilities at 000 Xxxxx Xxxx, Xxxxxxxxx, XX. As a material inducement to the Landlord to enter into the Leases, and for other good and valuable consideration, which the receipt undersigned acknowledges and sufficiency agrees has been received, and in connection with that certain Lease, dated September 17, 2010, entered into by and between Prevarian hospital Partners, LP, a Texas limited partnership, the landlord therein named, and CTRH, LLC, a Texas limited liability company, the tenant therein named (hereinafter called “Tenant”), (the Lease, as amended, is referred to herein as the “Lease”), and Prevarian Hospital Partners, LP having assigned its interest, as landlord, to Prevarian Austin Rehab, LP, a Texas limited partnership (hereinafter called “Landlord”), which Lease concerns a certain parcel of real property located in Axxxxx, Xxxxxx County, Texas, which is more fully described on Exhibit A attached to the Lease, KINDRED HEALTHCARE, INC., a Delaware corporation (hereinafter called “Guarantor”), intending to be legally bound, hereby acknowledged irrevocably guarantees to Landlord (i) the full and prompt payment when due (whether at stated maturity, by acceleration, or otherwise) of eighty percent (80%) of the Minimum Rent and Additional Charges and any and all other sums and charges payable by Tenant under the Lease, and (ii) eighty percent (80%) of the full, faithful and prompt performance and observance of all the covenants, terms, conditions, and agreements contained in the Lease which are to be performed and observed by Tenant (all payment and performance obligations referred to in clauses (i) and (ii) being referred to herein, collectively, as the “Obligations”); and Guarantor does hereby become primary obligor, and not only surety to Landlord, for and with respect to the Obligations. Terms used herein with their initial letters capitalized which have been specifically defined in the Lease shall have the same meaning herein as in the Lease unless such terms are otherwise defined in. this Guaranty. Guarantor covenants and warrants that RehabCare Hospital Holdings, LLC, an Initial Member of Tenant, is a wholly owned subsidiary of RehabCare Group, Inc., which is owned, directly or indirectly, by the Guarantor, the Guarantor, hereby unconditionally and irrevocably guarantees the complete and timely payment and performance of each and every obligation of Tenant under the Leases, as the same may be modified or amended from time to time, the payment of all of the Landlord's costs to cure an Event of Default and the payment of all of the Landlord's costs to enforce the provisions of this guaranty ("Guaranty"). This Guaranty is an absolute, primary, irrevocable and continuing unconditional guaranty of payment (and not of collection) up to, but not exceeding eighty percent (80%) of any outstanding liability of Tenant and performance of Tenant under the Lease. Guarantor’s liability hereunder is direct and is independent of the Tenant's ’s obligations under the LeasesLease, as modified and may be enforced without Landlord being required to resort to any other right, remedy or amended from time to timesecurity, and this Guaranty shall. be enforceable against Guarantor waives without the necessity for any right to require suit or proceedings on Landlord’s part of any kind or nature whatsoever against Tenant or the Landlord to (a) join jxxxxx of Tenant with Guarantor in any suit arising under this Guarantyor proceeding, (b) proceed against or exhaust any other remedy in the Landlord's power. The Landlord may, without notice or demand and without affecting Guarantor's liability hereunderthe necessity of any notice of non-payment, from time to time, compromise, extend, waive non-performance or otherwise modify non-observance of any or all of the terms Tenant’s obligations under the Lease or of the Leases. Guarantor hereby waives all demands for performance, notices of performance, and any notice of acceptance of this Guaranty. The liability Guaranty or of Landlord’s intention to act in reliance hereon or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives; and Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of Guarantor hereunder shall in nowise be terminated, affected or impaired by reason of the assertion or the failure to assert by Landlord against Tenant, of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease. This Guaranty shall be a continuing Guaranty, and (whether or not Guarantor shall have notice or knowledge of any of the following) the liability and obligations of Guarantor hereunder shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way impaired by (a) any exercise or non-exercise of any right, power, remedy or privilege under or in respect of the Lease or this Guaranty will not be affected or any waiver, consent or approval by (i) Landlord with respect to any of the release covenants, terms, conditions or discharge agreements contained in the Lease or any indulgences, forbearances or extensions of time for performance or observance allowed to Tenant from, or impairment, limitation or modification of, Tenant's obligations under the Leases, as modified or amended form from time to time and for any length of time, in ; (b) any bankruptcy, receivershipinsolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding relating to Tenant, or other debtor relief proceeding, whether state or federal and whether voluntary or involuntaryits properties; (iic) the rejection of disafformance of the Leases, as modified or amended from time to time, in any such proceeding; (iii) the cessation from any cause whatsoever of limitation on the liability or obligation of Tenant under the LeasesLease or its estate in bankruptcy or of any remedy for the enforcement thereof, as modified resulting from the operation of any present or amended future provision of the federal or any state bankruptcy law or any other statute or from time to timethe decision of any court; (ivd) any termination of the Lease prior to the expiration of its Term (except that Guarantor shall not be liable for amounts that would have otherwise accrued under the Lease after proper termination of the Lease and payment of any and all amounts due to Landlord and Facility Mortgagee in connection with or related to such termination); and (e) any security provided for the Obligations; and any sale, assignment, transfer of or conveyance (A) by assignment or otherwise) Landlord of all or any part portion of Tenant's rights under the Leases Leased Property (as such term is defined in the Lease) or of the Tenant's Landlord’s interest in the leasehold estate created hereby or the Leased PremisesLease, or (B) of any other transfer ownership interest in the Landlord. All of Landlord’s rights and remedies under the Lease and under this Guaranty are intended to be distinct, separate and cumulative and no such right or transaction which, by the terms remedy therein or herein mentioned is intended to be in exclusion of or a waiver of any of the Leases constitute a transfer others or of any rights or remedies provided by law. Except as may otherwise be set forth in the Lease, no termination of the Tenant's Lease or taking or recovering of the premises demised thereby shall deprive Landlord of any of its rights and remedies against Guarantor under this Guaranty. This Guaranty shall apply to the obligations of Tenant under the Leases; Lease as in effect on the date hereof as well as to the obligations of Tenant under the Lease as it may be extended, renewed, amended, modified or (v) supplemented. The Guarantor hereby waives any requirement that the breach Landlord protect, secure, perfect or unenforceability of insure any agreement, commitment security interest or guaranty for the benefit of Tenant, lien or the Guarantor. If Landlord at any time is compelled to property subject thereto or exhaust any right or take any action against any person or proceeding entity or any collateral (including any rights relating to marshaling of assets). The Guarantor guarantees that the Obligations will be paid and performed strictly in court or otherwise to enforce or compel compliance accordance with the terms of the LeasesLease, regardless of the value, genuineness, validity, regularity or enforceability of the Obligations, and of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Landlord with respect thereto. The liability and obligations of the Guarantor under this Guaranty shall be absolute and unconditional, not subject to any reduction, limitation, impairment, termination, defense, offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by the Guarantor) whether by reason of any claim of any character whatsoever, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, or by reason of any liability at any time to the Guarantor or otherwise, whether based upon any obligations or any other agreements or otherwise, howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct of Tenant, negligence or otherwise, and without limiting the foregoing irrespective of (and whether or not Guarantor shall have notice or knowledge of): (a) any lack of validity or enforceability of the Lease or of any agreement or instrument relating thereto; (b) any change in the time, manner or place of payment or performance of, or in any other term in respect of, all or any of the Obligations, or any other amendment or waiver of or consent to any departure from the Lease or any other agreement relating to any Obligations; (c) any increase in, addition to, exchange or release of, or non-perfection of any lien on or security interest in, any collateral or any release or amendment or waiver of or consent to any departure from or failure to enforce any other guarantee, for all or any of the Obligations; (d) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Tenant or the Guarantor; (e) the absence of any action on the part of the Landlord to obtain payment for the Obligations from the Tenant; (f) any insolvency, bankruptcy, reorganization or dissolution, or any proceeding of the Tenant or the Guarantor, including, without limitation, rejection of the guaranteed Obligations in such bankruptcy; (g) the absence of notice or any delay in any action to enforce any Obligations or to exercise any right or remedy against the Guarantor or the Tenant, whether hereunder, under any Obligations or under any agreement or any indulgence, compromise or extension granted; or (h) the termination or cessation of a corporate relationship between Guarantor and Tenant. Guarantor further agrees that, to the extent that the Tenant or the Guarantor makes a payment or payments to the Landlord, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to the Tenant or the Guarantor or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Guaranty and the advances or part thereof which have been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. The provisions of this paragraph shall survive the payment and performance of the Obligations and the termination of this Guaranty. Until such time as all the Obligations have been fully and indefeasibly paid to Landlord and performed in full, Guarantor shall have no rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from any person or entity (including, without limitation, the Tenant) for any payments made by the Guarantor hereunder, and Guarantor hereby waives and releases absolutely and unconditionally, any such rights of subrogation, contribution, reimbursement, indemnification and other rights of payment or recovery which it may now have or hereafter acquire. If any amount shall be paid to the Guarantor in violation of the preceding sentence and the Obligations shall not have been paid in full, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for the benefit of, the Landlord and shall forthwith be paid to the Landlord to be credited and applied upon the Obligations, whether matured or unmatured, in accordance with the terms of the Lease. The Guarantor acknowledges that it will derive substantial direct and indirect benefit from the granting, execution and delivery of the Lease by the Landlord and that the waiver set forth in this paragraph is knowingly made in contemplation of such benefits. The provisions of this paragraph shall survive the payment and performance of the Obligations and the termination of this Guaranty. Guarantor represents and warrants to Landlord that (a) the execution and delivery of this Guaranty has been duly authorized by the appropriate officers of Guarantor and does not contravene any law, or any contractual or legal restriction, applicable to it, (b) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for its execution, delivery and performance of this Guaranty, (c) there are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived, (d) Guarantor will, directly or indirectly, benefit from the transaction which is the subject of the Lease, and (e) neither the execution, delivery or performance of this Guaranty, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or result in a default under or a breach of any of the terms, conditions or provisions of the Certificate of Incorporation or the Bylaws of the Guarantor or of any contract to which the Guarantor is a party or by which it is bound. This Guaranty shall be legally binding upon Guarantor and its successors and assigns and shall inure to the benefit of Landlord and Facility Mortgagee (as such term is defined in the Lease) and each of their respective successors and assigns. Reference herein to Landlord shall be deemed to include Landlord and its successors and assigns. Reference herein to Tenant shall be deemed to include Tenant and its successors and assigns. Without limiting the generality of the foregoing, the Landlord may assign or otherwise transfer (whether as an outright assignment or transfer or as collateral) all or any portion of its rights and obligations under the Lease to any other person or entity (any such person or entity, a “Landlord Assign”) and such Landlord. Assign shall thereupon become vested (on a non-exclusive basis, as modified an additional beneficiary) with all the benefits in respect thereof granted to the Landlord herein or amended otherwise. Without the prior written consent thereto by Landlord and the Facility Mortgagee, Guarantor will not enter into any amendment to this Guaranty and without such consent no such amendment will be effective in any event. Further, Guarantor shall not enter into any amendment to this Guaranty, and no such amendment hereto shall be effective, unless prior to such amendment Landlord and Facility Mortgagee have received written confirmation from each nationally recognized statistical rating organization (including, without limitation, S&P and Mxxxx’x (as such terms are defined in the Lease), if applicable) which has issued a rating of any debt issued by the Facility Mortgagee or the Landlord which is secured by the Leased Property which are subject to the Lease that such amendment to this Guaranty will not result in a downgrade, withdrawal or qualification of the rating then assigned to such debt. No waiver of any provision of this Guaranty, and no consent to any departure by Guarantor herefrom, shall be effective without the prior written consent thereto by Landlord and Facility Mortgagee, and any waiver or consent for which such written consent is given shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Landlord to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. Guarantor will from time to timetime during the Term (as defined in the Lease), promptly following request of Landlord or Facility Mortgagee, confirm in writing to Landlord and to Facility Mortgagee that this Guaranty, Guaranty remains in full force and effect in accordance with its terms. So long as the Guarantor shallis a reporting company under the Securities and Exchange Act of 1934, in addition to any other rights or remedies to which the Landlord may be entitled hereunder or at law or in equityas amended, Guarantor shall not be obligated to pay all costsprovide financial information to Landlord or any Facility Mortgage. At any time when Guarantor is not a reporting company under the Securities and Exchange Act of 1934, including reasonable attorney's feesas amended, incurred or expended by it will deliver to Landlord. and Facility Mortgagee the Landlord in connection therewith. Any Capitalized term not defined in the Guaranty has the meaning ascribed to it in the Leases. Agreed to this 14th day of July 2000. GETRONICS N.V. RJR VENTURE LIMITED PARTNERSHIP CORNERSTONE CORP, GEN. PARTNER By: /s/ C.G. van Luijk By: Cornerstone Corporation, its --------------------------- General Partner /s/ Xxxxxxx X. Xxxxxxx --------------------------------- Name: C.G. van Luijk Name: /s/ Xxxxxxx X. Xxxxxxx ------------------------------- Title: President & CEO Title: VICE-PRESIDENT ------------------------------- SUBLEASE AGREEMENT This Sublease Agreement ("Sublease") is made as of the 1st day of October, 2000 by and between Getronics WangCo., LLC, a Delaware limited liability company having a place of business at 000 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000 (hereinafter referred to as "Sublessor"), and Getronics Government Solutions, LLC, a Delaware limited liability company having a place of business at 0000 Xxxxxxxx Xxxxx, XxXxxx, XX 00000 (hereinafter referred to as "Sublessee").following information: