PALOMAR TECH CENTRE
GUARANTY OF LEASE
This Guaranty is entered into as of July 28, 1998, by Pennsylvania
Merchant Group ("Guarantor") for the benefit of Impala Carlsbad Partners, Ltd. A
California Limited Partnership ("Lessor").
RECITALS
A. Concurrently herewith, Lessor and Laser-Photonics, Inc. ("Lessee")
are entering into that Standard Industrial/Commercial Multi-Tenant Lease dated
8/4/98 (the "Lease"), concerning the premises commonly known as 0000 Xxxxxx
Xxxxx, Xxxxx X, Xxxxxxxx, Xxxxxxxxxx 00000
B. By its covenants herein set forth, Guarantor induced Lessor to enter
into the Lease, which was made and entered into in consideration for Guarantor's
said covenants.
GUARANTY
1. In consideration of the execution of the Lease by Lessor and as a
material inducement to Lessor to execute the Lease. Guarantor hereby
unconditionally and irrevocably guarantees, to Lessor, its successors and
assigns, without deduction by reason of setoff, defense or counterclaim, the
prompt payment by Lessee of all rentals and all other sums payable by Lessee
under the Lease and the faithful and prompt performance by Lessee of each and
every on of the terms, conditions and covenants of the Lease to be kept and
performed by Lessee.
2. If Lessee shall at any time default in the performance or
observances of any of the terms, conditions or covenants in the Lease contained
on Lessee's part to be kept, performed or observed, Guarantor will keep, perform
and observe same, as the case may be, in the place and stead of Lessee.
3. Any act of Lessor consisting of a waiver of any of the terms or
conditions of the Lease. or the giving of any consent to any matter or thing
relating to the Lease, or the granting of any extensions of time to Lessee, may
be done without notice to Guarantor and without releasing Guarantor from any of
its obligations hereunder.
4. The terms of the Lease may be altered, modified, changed, extended
or renewed by agreement between Lessor and Lessee, or by a course of conduct,
and the Lease may be assigned by Lessor or any assignee of Lessor, without
consent or notice to Guarantor and this Guaranty shall thereupon and thereafter
guarantee the performance of the Lease as so changed, altered, modified,
assigned, extended or renewed.
5. Guarantor agrees that it may be joined in any action against Lessee
in connection with the obligation of Lessee under the Lease and recovery may be
had against Guarantor in any such action. Lessor may enforce the obligations of
Guarantor hereunder without previous notice to or demand upon either Lessee or
Guarantor and without first taking any action whatsoever against Lessee or its
successors and assigns, or pursuing any other remedy or applying security it may
hold. Guarantor hereby waives (i) all rights to assert or plead at any time any
statute of limitations as relating to the Lease, the obligations of Guarantor
hereunder and all surety of other defenses in the nature thereof, (ii) demand of
payment, presentation and protest, and (iii) notice of acceptance of this
Guaranty.
6. Until all the covenants and conditions in the Lease on Lessee's part
to be performed and observed are fully performed and observed, Guarantor (i)
shall have no right of subrogation against Lessee by reason of any payments or
acts or performance by Guarantor hereunder, and (ii) subordinates any liability
or indebtedness of Lessee now or hereafter held by Guarantor to the obligations
owed to Lessor under the Lease and this Guaranty.
7. This Guaranty shall not be released, modified or affected by this
failure or delay on the part of Lessor to enforce any of the rights or remedies
of Lessor under the Lease, whether pursuant to the terms thereof or at law or in
equity.
8. In the event this Guaranty shall be held ineffective or
unenforceable by any court of competent jurisdiction or in the event of any
limitation of Guarantor's liability hereunder other than as expressly provided
herein, then Guarantor shall be deemed to be a lessee under the Lease with the
same force and effect as if Guarantor were expressly named as a joint and
several lessee therein with respect to the obligations of Lessee thereunder
hereby guaranteed.
9. In the event of any litigation between Guarantor and Lessor with
respect to this Guaranty, the unsuccessful party to such litigation agrees to
pay to the successful party all fees, costs and expenses thereof, including
reasonable attorney's fees and expenses.
10. If there is more than one undersigned Guarantor, the term
"Guarantor" as used herein shall include all of the undersigned; each and every
provision of this Guaranty shall be binding upon each and every on of the
undersigned; they shall each be jointly and severally liable hereunder and
Lessor shall have the right to join one or all of them in any proceeding or to
proceed against them in any order.
11. The term" Lessor" as used herein shall refer to Lessor and also any
assignee of Lessor or successor in interest to Lessor, whether by assignment or
otherwise.
12. The term "Lessee" as used herein refers to Lessee and also any
assignee or subleases of the Lease or any successor in interest to Lessee,
whether by assignment, sublease or otherwise.
13. This instrument constitutes the entire agreement between Guarantor
and Lessor with respect to the subject matter thereof, superseding all xxxxx
oral or written agreements or understandings with respect thereto, and may not
be changed, modified, discharged or terminated in any manner other than by an
agreement in writing signed by Guarantor and Lessor.
14. This Guaranty shall be effective only until the date that is two
years after the day Lessee takes full possession of the entire Premises under
the Lease.
IN WITNESS WHEREOF, Guarantor has executed this Guaranty.
GUARANTOR: PENNSYLVANIA MERCHANT GROUP
By: /s/Xxxxxxx X. Xxxxxx
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Its: President & CEO
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Address: Four Falls Corporate Center
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Xxxx Xxxxxxxxxxxx, XX 00000
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