EXHIBIT 10.5
GUARANTY AND SURETYSHIP AGREEMENT
THIS GUARANTY AND SURETYSHIP AGREEMENT (this "Guaranty"), dated as of the
31st day of March, 2004, made by U-HAUL INTERNATIONAL, INC., a Nevada
corporation ("Guarantor"), to UH STORAGE (DE) LIMITED PARTNERSHIP, a Delaware
limited partnership ("Landlord").
W I T N E S S E T H:
WHEREAS, Landlord, as lessor, has entered into a Lease Agreement of even
date herewith (the "Lease"), in which Landlord leased to U-Haul Moving Partners,
Inc., a Nevada limited partnership ("Tenant"), certain premises listed on
Schedule A attached hereto (collectively, the "Leased Premises");
WHEREAS, all of the issued and outstanding partnership interests of Tenant
are owned by Guarantor; and
WHEREAS, the execution and delivery by Guarantor of this Guaranty is a
material inducement to Landlord to execute the Lease, and Guarantor expects to
derive financial benefit from the Lease.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of which is hereby acknowledged by
Guarantor, and intending to be legally bound, Guarantor hereby covenants and
agrees as follows:
ARTICLE I.
GUARANTEE
1.01. Guaranteed Obligations. Guarantor hereby absolutely
unconditionally and irrevocably guarantees to and becomes surety for Landlord
and its successors and assigns for the due, punctual and full payment,
performance and observance of, and covenants with Landlord to duly, punctually
and fully pay and perform, the following (collectively, the "Guaranteed
Obligations"):
(a) the full and timely payment of all Rent and all other amounts due or
to become due to Landlord from Tenant under the Lease or any other agreement or
instrument executed in connection therewith, including without limitation the
Seller/Lessee's Certificate of even date therewith in favor of Landlord, whether
now existing or hereafter arising, contracted or incurred (collectively, the
"Monetary Obligations"); and
(b) all covenants, agreements, terms, obligations and conditions,
undertakings and duties contained in the Lease to be observed, performed by or
imposed upon Tenant under the Lease, whether now existing or hereafter arising,
contracted or incurred (collectively, the "Performance Obligations"),
as and when such payment, performance or observance shall become due (whether by
acceleration or otherwise) in accordance with the terms of the Lease, which
terms are incorporated herein by reference. The Guaranteed Obligations shall not
be affected by the Tenant's voluntary or involuntary bankruptcy, assignment for
the benefit of creditors reorganization or similar proceeding affecting the
Tenant. If for any reason any Monetary Obligation shall not be paid promptly
when due, Guarantor shall, immediately upon demand, pay
the same to Landlord when due under the terms of the Lease. If for any reason
Tenant shall fail to perform or observe any Performance Obligation, Guarantor
shall, immediately upon demand, perform and observe the same or cause the same
to be performed or observed. If, by reason of any bankruptcy, insolvency or
similar laws affecting the rights of creditors, Landlord shall be prohibited
from exercising any of Landlord's rights and remedies, including, but not
limited to, enforcement of the terrns of the Lease against the Tenant, then as
to Guarantor such prohibition shall be of no force and effect, and Landlord
shall have the right to make demand upon, and receive payment and/or performance
from Guarantor of all Guaranteed obligations and Guarantor's obligation in this
respect shall be primary and not secondary. Guarantor shall pay all Monetary
Obligations to Landlord at the address and in the manner set forth in the Lease
or at such other address as Landlord shall notify Guarantor in writing.
1.02. Guarantee Unconditional. The obligations of Guarantor hereunder are
continuing, absolute and unconditional, irrespective of any circumstance
whatsoever which might otherwise constitute a legal or equitable discharge or
defense of a guarantor or surety. Without limiting the generality of the
foregoing, the obligations of Guarantor hereunder shall remain in full force and
effect without regard to, and shall not be released, discharged, abated,
impaired or in any way affected by:
(a) any amendment, modification, extension, renewal or supplement to the
Lease or any termination of the Lease or any interest therein;
(b) any assumption by any party of Tenant's or any other party's
obligations under, or Tenant's or any other party's assignment of any of its
interest in, the Lease;
(c) any exercise or nonexercise of or delay in exercising any right,
remedy, power or privilege under or in respect of this Guaranty or the Lease or
pursuant to applicable law (even if any such right, remedy, power or privilege
shall be lost thereby), including, without limitation, any so-called self-help
remedies, or any waiver, consent, compromise, settlement, indulgence or other
action or inaction in respect thereof;
(d) any change in the financial condition of Tenant, the voluntary or
involuntary liquidation, dissolution, sale of all or substantially all of the
assets, marshalling of assets and liabilities, receivership, conservatorship,
insolvency, bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of, or other similar proceeding
affecting Landlord, Tenant or Guarantor or any of their assets or any
impairment, modification, release or limitation of liability of Landlord, Tenant
or Guarantor or their respective estates in bankruptcy or of any remedy for the
enforcement of such liability resulting from the operation of any present or
future provision of the United States Bankruptcy Code or other similar statute
or from the decision of any court;
(e) any extension of time for payment or performance of the Guaranteed
Obligations or any part thereof;
(f) the genuineness, invalidity or unenforceability of all or any portion
or provision of the Lease;
(g) any defense that may arise by reason of the failure of Landlord to
file or enforce a claim against the estate of Tenant in any bankruptcy or other
proceeding;
(h) the release or discharge of or accord and satisfaction with of Tenant
or any other person or entity from performance or observance of any of the
agreements, covenants, terms or conditions contained in the Lease by operation
of law or otherwise;
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(i) the failure of Landlord to keep Guarantor advised of Tenant's
financial condition, regardless of the existence of any duty to do so;
(j) any assignment by Landlord of all of Landlord's right, title and
interest in, to and under the Lease and/or this Guaranty as collateral security
for any Loan;
(k) any present or future law or order of any government (de jure or de
facto) or of any agency thereof purporting to reduce, amend or otherwise affect
the Guaranteed Obligations or any or all of the obligations, covenants or
agreements of Tenant under the Lease (except by payment in full of all
Guaranteed Obligations) or Guarantor under this Guaranty (except by payment in
full of all Guaranteed Obligations);
(l) the default or failure of Guarantor fully to perform any of its
obligations set forth in this Guaranty;
(m) any actual, purported or attempted sale, assignment or other transfer
by Landlord of the Lease or the Leased Premises or any part thereof or of any of
its rights, interests or obligations thereunder;
(n) any merger or consolidation of Tenant into or with any other entity,
or any sale, lease, transfer or other disposition of any or all of Tenant's
assets or any sale, transfer or other disposition of any or all of the shares of
capital stock or other securities of Tenant or any affiliate of Tenant to any
other person or entity;
(o) Tenant's failure to obtain, protect, preserve or enforce any rights in
or to the Lease or the Leased Premises or any interest therein against any party
or the invalidity or unenforceability of any such rights; or
(p) any other event, action, omission or circumstances which might in any
manner or to any extent impose any risk to Guarantor or which might otherwise
constitute a legal or equitable release or discharge of a guarantor or surety.
all of which may be given or done without notice to, or consent of, Guarantor.
No setoff, claim, reduction or diminution of any obligation, or any defense of
any kind or nature which Tenant or Guarantor now has or hereafter may have
against Landlord shall be available hereunder to Guarantor against Landlord.
1.03. Disaffirmance of Lease. Guarantor agrees that, in the event of
rejection or disaffirmance of the Lease by Tenant or Tenant's trustee in
bankruptcy pursuant to the United States Bankruptcy Code or any other law,
Guarantor will, if Landlord so requests, assume all obligations and liabilities
under the express terms of the Lease, to the same extent as if Guarantor had
been originally named instead of Tenant as a party to the Lease and there had
been no rejection or disaffirmance; and Guarantor will confirm such assumption
in writing at the request of Landlord on or after such rejection or
disaffirmance. Guarantor, upon such assumption, shall have all rights of Tenant
under the Lease (to the extent permitted by law).
1.04. No Notice or Duty to Exhaust Remedies. Guarantor hereby waives
notice of any default in the payment or non-performance of any of the Guaranteed
Obligations (except as expressly required hereunder), diligence, presentment,
demand, protest and all notices of any kind. Guarantor agrees that liability
under this Guaranty shall be primary and hereby waives any requirement that
Landlord exhaust any right or remedy, or proceed first or at any time, against
Tenant or any other guarantor of, or any security for, any of the Guaranteed
Obligations.
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Guarantor hereby waives notice of any acceptance of this Guaranty and all
matters and rights which may be raised in avoidance of, or in defense against,
any action to enforce the obligations of Guarantor hereunder. Guarantor hereby
waives any and all suretyship defenses or defenses in the nature thereof without
in any manner limiting any other provision of this Guaranty. This Guaranty
constitutes an agreement of suretyship as well as of guaranty, and Landlord may
pursue its rights and remedies under this Guaranty and under the Lease in
whatever order, or collectively, and shall be entitled to payment and
performance hereunder notwithstanding any action taken by Landlord or inaction
by Landlord to enforce any of its rights or remedies against any other
guarantor, person, entity or property whatsoever. This Guaranty is a guaranty of
payment and performance and not merely of collection.
Landlord may pursue its rights and remedies under this Guaranty
notwithstanding any other guarantor of or security for the Guaranteed
Obligations or any part thereof. Guarantor authorizes Landlord, at its sole
option, without notice or demand and without affecting the liability of
Guarantor under this Guaranty, to terminate the Lease, either in whole or in
part, in accordance with its terms.
Each default on any of the Guaranteed Obligations shall give rise to a
separate cause of action and separate suits may be brought hereunder as each
cause of action arises or, at the option of Landlord any and all causes of
action which arise prior to or after any suit is commenced hereunder may be
included in such suit.
1.05. Subrogation. The Guarantor will not exercise any rights which it may
acquire by way of subrogation, indemnification or contribution, by reason of any
payment made by it hereunder or otherwise, until after the date on which all of
the Guaranteed Obligations shall have been satisfied and performed in full and,
until such time, any such rights against the Tenant shall be fully subordinate
in lien and payment to any claim which the Landlord now or hereafter has against
the Tenant. If any amount shall be paid to the Guarantor on account of such
subrogation, indemnification or contribution at any time when all of the
Guaranteed Obligations and all other expenses guaranteed pursuant hereto shall
not have been paid and performed in full, such amount shall be held in trust for
the benefit of the Landlord, shall be segregated from the other funds of the
Guarantor and shall forthwith be paid over to the Landlord to be applied in
whole or in part by the Landlord against the Guaranteed Obligations, whether
matured or unmatured, in accordance with the terms of the Lease. Guarantor
waives all rights and defenses arising out of an election of remedies by the
Landlord, even though that election of remedies has destroyed the Guarantor's
rights of subrogation and reimbursement against the Tenant by the operation of
Section 580d of the California Code of Civil Procedure or otherwise.
ARTICLE 11.
REPRESENTATIONS, WARRANTIES AND COVENANTS
2.01. Representations and Warranties. The representations and warranties
made by Guarantor in that certain Guarantor's Certificate of even date herewith
made by Guarantor in favor of Landlord are hereby incorporated by reference
herein (with all related definitions). Guarantor hereby represents and warrants
to Landlord as provided therein.
2.02. Financial Statements; Books and Records.
(a) Guarantor shall keep adequate records and books of account with
respect to the finances and business of Guarantor generally and with respect to
the Leased Premises, in accordance with generally accepted accounting principles
("GAAP") consistently applied, and
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shall permit Landlord and Lender by their respective agents, accountants and
attorneys, upon reasonable notice to Guarantor, to examine (and make copies of)
the records and books of account and to discuss the finances and business with
the officers of Guarantor, at such reasonable times as may be requested by
Landlord or Lender. Upon the request of Lender or Landlord (either
telephonically or in writing), Guarantor shall provide the requesting party with
copies of any information to which such party would be entitled in the course of
a personal visit.
(b) If at any time during the Term, Guarantor ceases to be a publicly
traded company and/or its financial reports and statements (e.g. 10-K and 10-Q
reports) are no longer available to Landlord via Xxxxx or other online reporting
sources without material cost to Landlord, then Guarantor shall deliver to
Landlord and to Lender (i) within one hundred twenty (120) days of the close of
each fiscal year, annual audited financial statements of Guarantor prepared by
nationally recognized independent certified public accountants and (ii) within
seventy-five (75) days after the end of each of the three remaining fiscal
quarters unaudited financial statements and all other quarterly reports of
Guarantor, certified by Guarantor's chief financial officer, and all filings, if
any, of Form 10-K, Form 10-Q and other required filings with the Securities and
Exchange Commission pursuant to the provisions of the Securities Exchange Act of
1934, as amended, or any other Law. All financial statements of Guarantor shall
be prepared in accordance with GAAP consistently applied. All annual financial
statements shall be accompanied (i) by an opinion of said accountants stating
that (A) there are no qualifications as to the scope of the audit and (B) the
audit was performed in accordance with GAAP and (ii) by the affidavit of the
president or a vice president of Guarantor, dated within five (5) days of the
delivery of such statement, stating that (C) the affiant knows of no Event of
Default, or event which, upon notice or the passage of time or both, would
become an Event of Default which has occurred and is continuing hereunder or, if
any such event has occurred and is continuing, specifying the nature and period
of existence thereof and what action Guarantor has taken or proposes to take
with respect thereto and (D) except as otherwise specified in such affidavit,
that Guarantor has fulfilled all of its obligations under this Guaranty which
are required to be fulfilled on or prior to the date of such affidavit.
2.03. Notice of Certain Events. Promptly upon becoming aware thereof,
Guarantor shall give Landlord notice of (i) the commencement, existence or
threat of any proceeding by or before any duly constituted governmental
authority or agency against or affecting Guarantor which, if adversely decided,
would have a material adverse effect on the business, operations or condition,
financial or otherwise, of Guarantor or on its ability to perform its
obligations hereunder or (ii) any material adverse change in the business,
operations or condition, financial or otherwise, of Guarantor.
2.04. Estoppel Certificates. Guarantor shall, at any time upon not less
than ten (10) days' prior written request by Landlord or Lender, deliver to the
party requesting the same a statement in writing, executed by the president or a
vice president of Guarantor, certifying (i) that, except as otherwise specified,
this Guaranty is unmodified and in full force in effect, (ii) that, except as
otherwise specified, Guarantor is not in default hereunder and that no event has
occurred or condition exists which with the giving of notice or the passage of
time or both would constitute a default hereunder, (iii) that, except as
otherwise specified, Guarantor has no defense, setoff or counterclaim against
Landlord arising out of or in any way related to this Guaranty, (iv) that,
except as otherwise specified, there are not proceedings pending or, to the
knowledge of Guarantor, threatened against Guarantor before any court, arbiter
or administrative agency which, if adversely decided, could have a material
adverse effect on the business, operations or conditions, financial or
otherwise, of Guarantor or on its ability to perform its obligations hereunder
and (v) such other matters as Landlord or Lender may reasonably request.
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ARTICLE III.
EVENTS OF DEFAULT
3.01. Events of Default. The occurrence of any one or more of the
following events shall constitute an "Event of Default" under this Guaranty upon
written notice from Landlord declaring such Event of Default (provided, that
with respect to clauses (h), (i), (j) and (k) below, no notice shall be
required):
(a) a failure by Guarantor to make any payment of any Monetary Obligation,
regardless of the reason for such failure;
(b) a failure by Guarantor duly to perform and observe, or a violation or
breach of, any other provision hereof not otherwise specifically mentioned in
this Section 3.01;
(c) any representation or warranty made by Guarantor herein or in any
certificate, demand or request made pursuant hereto proves to be untrue or
incorrect, as of the date made, in any material respect;
(d) a default beyond any applicable cure period by Guarantor in any
payment of principal or interest on any obligations for borrowed money having an
original principal balance of $10,000,000 or more in the aggregate, or in the
performance of any other provision contained in any instrument under which any
such obligation is created or secured (including the breach of any covenant
thereunder), (i) if such payment is a payment at maturity or a final payment, or
(ii) if an effect of such default is to cause, or permit any person to cause,
such obligation to become due prior to its stated maturity;
(e) a default by Guarantor beyond any applicable cure period in the
payment of rent under, or in the performance of any other material provision of,
any leases (excluding the Lease) with rental obligations over the terms thereof
of $10,000,000 or more in the aggregate;
(f) a final, non-appealable judgment or judgments for the payment of money
in excess of $10,000,000 in the aggregate shall be rendered against Guarantor
and the same shall remain undischarged for a period of sixty (60) consecutive
days;
(g) Intentionally Omitted;
(h) Guarantor shall (A) voluntarily be adjudicated a bankrupt or
insolvent, (B) seek or consent to the appointment of a receiver for itself or
its assets, (C) file a petition seeking relief under the bankruptcy or other
similar laws of the United States, any state or any jurisdiction, (D) make a
general assignment for the benefit of creditors, or (E) shall declare in writing
its inability to pay its debts as they mature;
(i) a court shall enter an order, judgment or decree appointing, without
the consent of Guarantor, a receiver or trustee for it or approving a petition
filed against Guarantor which seeks relief under the bankruptcy or other similar
laws of the United States, any state or any jurisdiction, and such order,
judgment or decree shall remain undischarged or unstayed ninety (90) days after
it is entered;
(j) Guarantor shall be liquidated or dissolved or shall begin proceedings
towards its liquidation or dissolution; or
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(k) Guarantor shall sell or transfer or enter into an agreement to sell or
transfer all or substantially all of its assets.
ARTICLE IV.
MISCELLANEOUS
4.01. Effect Of Bankruptcy Proceedings. This Guaranty shall continue to be
effective, or be automatically reinstated, as the case may be, if at any time
payment, in whole or in part, of any of the Guaranteed Obligations is rescinded
or must otherwise be restored or returned by Landlord as a preference,
fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar
law, all as though such payment had not been made. Guarantor hereby agrees to
indemnify Landlord against, and to save and hold Landlord harmless from any
required return by Landlord, or recovery from Landlord, of any such payment
because of its being deemed preferential under applicable bankruptcy,
receivership or insolvency laws, or for any other reason. If an Event of Default
at any time shall have occurred and be continuing or exist and declaration of
default or acceleration under or with respect to the Lease shall at such time be
prevented by reason of the pendency against Tenant of a case or proceeding under
any bankruptcy or insolvency law, Guarantor agrees that, for purposes of this
Guaranty and its obligations hereunder, the Lease shall be deemed to have been
declared in default or accelerated with the same effect as if the Lease had been
declared in default and accelerated in accordance with the terms thereof, and
Guarantor shall forthwith pay and perform the Guaranteed Obligations in full
without further notice or demand.
4.02. Further Assurances. From time to time upon the request of Landlord,
Guarantor shall promptly and duly execute, acknowledge and deliver any and all
such further instruments and documents as Landlord may deem necessary or
desirable to confirm this Guaranty, to carry out the purpose and intent hereof
or to enable Landlord to enforce any of its rights hereunder.
4.03. Amendments, Waivers, Etc. This Guaranty cannot be amended, modified,
waived, changed, discharged or terminated except by an instrument in writing
signed by the party against whom enforcement of such amendment, modification,
waiver, change, discharge or termination is sought.
4.04. No Implied Waiver; Cumulative Remedies. No course of dealing and no
delay or failure of Landlord in exercising any right, power or privilege under
this Guaranty or the Lease shall affect any other or future exercise thereof or
exercise of any other right, power or privilege; nor shall any single or partial
exercise of any such right, power or privilege or any abandonment or
discontinuance of steps to enforce such a right, power or privilege preclude any
further exercise thereof or of any other right, power or privilege. The rights
and remedies of Landlord under this Guaranty are cumulative and not exclusive of
any rights or remedies which Landlord would otherwise have under the Lease, at
law or in equity.
4.05. Notices. All notices, requests, demands, directions and other
communications (collectively "notices") under the provisions of this Guaranty
shall be in writing (including telexed communication) unless otherwise expressly
permitted hereunder and shall be sent by first-class or first-class express
mail, or by telex with confirmation in writing mailed first-class, in all cases
with charges prepaid, and any such properly given notice shall be effective when
received. All notices shall be sent to the applicable party addressed, if to
Landlord, at the address set forth in the Lease, and, if to Guarantor, at U-Haul
International, Inc., 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000,
Attention: President and Assistant General Counsel, or in accordance with the
last unrevoked written direction from such party to the other party.
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4.06. Expenses. Guarantor agrees to pay or cause to be paid and to save
Landlord harmless against liability for the payment of all reasonable
out-of-pocket expenses, including fees and expenses of counsel for Landlord,
incurred by Landlord from time to time arising in connection with Landlord's
enforcement or preservation of rights under this Guaranty or the Lease,
including but not limited to such expenses as may be incurred by Landlord in
connection with any default by Guarantor of any of its obligations hereunder or
by Tenant of any of its obligations under the Lease.
4.07. Survival. All obligations of Guarantor to make payments to or
indemnify Landlord shall survive the payment and performance in full of the
Guaranteed Obligations.
4.08. Severability. If any term or provision of this Guaranty or the
application thereof to any person or circumstance shall to any extent be invalid
or unenforceable, the remainder of this Guaranty, or the application of such
term or provision to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Guaranty shall be valid and enforceable to the fullest extent
permitted by law.
4.09. Counterparts. This Guaranty may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument.
4.10. Governing Law. (a) This Guaranty was negotiated in New York,
and accepted by Landlord in the State of New York, which State the parties agree
has a substantial relationship to the parties and to the underlying transaction
embodied hereby, and in all respects, including, without limiting the generality
of the foregoing, matters of construction, validity and performance, this
Guaranty and the obligations arising hereunder shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contract made and performed in such State and any applicable law of the United
States of America. To the fullest extent permitted by law, Guarantor hereby
unconditionally and irrevocably waives any claim to assert that the law of any
other jurisdiction governs this Guaranty, and the Guaranty shall be governed by
and construed in accordance with the laws of the State of New York pursuant to
Section 5-1401 of the New York General Obligations Law.
(b) Any legal suit, action or proceeding against Guarantor or
Landlord arising out of or relating to this Guaranty shall be instituted in any
federal or state court in New York, New York, pursuant to Section 5-1402 of the
New York General Obligations Law, and Guarantor waives any objection which it
may now or hereafter have to the laying of venue of any such suit, action or
proceeding and hereby irrevocably submits to the jurisdiction of any such court
in any suit, action or proceeding. Guarantor does hereby designate and appoint
CT Corporation, 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized
agent to accept and acknowledge on its behalf service of any and all process
which may be served in any such suit, action or proceeding in any federal or
state court in New York, New York, and agrees that service of process upon said
agent at said address (or at such other office in New York, New York as may be
designated by Guarantor from time to time in accordance with the terms hereof)
with a copy to : U-Haul International, Inc., 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxx 00000, Attention: President and Assistant General Counsel, and written
notice of said service of Guarantor mailed or delivered to Guarantor in the
manner provided herein shall be deemed in every respect effective service of
process upon Guarantor, in any such suit, action or proceeding in the State of
New York. Guarantor (i) shall give prompt notice to the Landlord of any change
of address of its authorized agent hereunder, (ii) may at any time and from time
to time designate a substitute authorized agent with an office in New York, New
York (which office shall be
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designated as the address for service of process), and (iii) shall promptly
designate such a substitute if its authorized agent ceases to have an office in
New York, New York or is dissolved without leaving a successor.
4.11. Successors and Assigns. This Guaranty shall bind Guarantor and its
successors and assigns, and shall inure to the benefit of Landlord and its
successors and assigns.
4.12. Incorporation of Recitals; Definitions. The recitals set forth on
page 1 of this Guaranty are hereby specifically incorporated into the operative
terms of this Guaranty as if fully set forth. Terms not otherwise specifically
defined herein shall have the meanings set forth in the Lease.
4.13. Rights of Lender. Guarantor acknowledges that the rights of Landlord
under this Guaranty have been assigned to Lender and Lender shall have all of
the rights and benefits of Landlord hereunder.
4.14. Release. Notwithstanding anything to the contrary contained
elsewhere in this Guaranty, but subject to the terms of this Section 4.14,
Guarantor shall be released from the payment and performance of any Guaranteed
Obligations that arise or accrue after the occurrence of a Lease Assumption
Event (as that term is defined in that Lease Agreement of even date herewith by
and between Landlord, as landlord, and Mercury Partners, LP, as tenant), except
for a Lease Assumption Event that occurs as a result of any Event of Default (as
defined in the Lease), in which event Guarantor shall continue to be fully
liable pursuant to this Guaranty for all Guaranteed Obligations whenever arising
and the release provisions of this Section 4.14 shall be of no force or effect;
provided that, if such Event of Default is an Event of Default under Paragraph
22(a)(xv) of the Lease that constitutes a Limited Remedy Default pursuant to
Paragraph 23(k) of the Lease, then the Guaranteed Obligations hereunder shall
not exceed Tenant's liability under said Paragraph 23(k) of the Lease; provided
further, that nothing herein shall be deemed or construed to extend the
obligations of Guarantor hereunder beyond the later of (i) the expiration of the
initial ten (10) year Term and (ii) the expiration of any Renewal Term that has
been exercised by the U-Move Partners, Inc., during the time it is Tenant under
the Lease.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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IN WITNESS WHEREOF, Guarantor has duly executed and delivered this
Guaranty as of the date first above written.
ATTEST: U-HAUL INTERNATIONAL, INC.,
a Nevada corporation
By: /s/ [ILLEGIBLE] By: /s/ Xxxx X. Xxxxx
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Title: Title: Assist Treasuser
_____________________
SIGNATURE PAGE OF GUARANTY OF LEASE
U-HAUL INTERNATIONAL
IN WITNESS WHEREOF, Guarantor has duly executed and delivered this
Guaranty as of the date first above written.
ATTEST: U-HAUL INTERNATIONAL, INC.,
a Nevada corporation
By: /s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxxxxx
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Title: Agent Title: Xxxx X. Xxxxxxxxxxx, Secretary
SIGNATURE PAGE OF GUARANTY OF LEASE
U-HAUL INTERNATIONAL
SCHEDULE A
Related
Premises # Related Premises
---------- ----------------
1. U-HAUL CENTER GOVERNMENT ST.
0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxx, XX
2. U-HAUL STORAGE OXFORD
000 Xxxxxx Xxxxx Xxxx, Xxxxxx, XX
3. U-HAUL STORAGE FOUNTAIN HILLS
0000 Xxxxxxxxxx Xxxxx, Xxxxxxxx Xxxxx, XX
4. U-HAUL CENTER 87TH & XXXX
0000 Xxxx Xxxx Xxxx, Xxxxxx, XX
5. U-HAUL STORAGE S.40TH ST.
0000 Xxxxx 00xx Xxxxxx, Xxxxxxx, XX
6. U-HAUL CENTER CAVE CREEK
00000 Xxxxx Xxxx Xxxxx Xxxx, Xxxxxxx Xxxx, XX
7. U-HAUL CENTER ANTHEM RV
00000 X. Xxxxxx Xxx, Xxxxxxx Xxxx, XX
8. U-HAUL CENTER ANTHEM WAY
00000 X. 00xx Xxxxx, Xxxxxx, XX
9. U-HAUL CENTER I-17 & DEER VLY
00000 X. 00xx Xxxxxx, Xxxxxxx Xxxx, XX
10. U-HAUL CENTER PRESCOTT
0000 Xxxxxxx 00, Xxxxxxxx, XX
11. XXXX ROAD AT GRAND AVE MOVING CENTER
00000 Xxxx Xxxx Xxxx, Xxxxxxxx, XX
12. U-HAUL CENTER XXXXXXX ROAD
00000 Xxxx Xxxx Xxxxx, Xxxxxx Xxxxx, XX
13. U-HAUL CTR XXXXXXXX & I-70
00000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxxx, XX
SCHEDULE A - 1
Related
Premises # Related Premises
---------- ----------------
14. U-HAUL HIGHLANDS RANCH
0000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxxxxxx, XX
15. U-HAUL STORAGE COLONIAL BLVD
0000 Xxxxxx Xxxxxx, Xxxx Xxxxx, XX
16. U-HAUL CENTER OF MANDARIN
00000 Xxx Xxxx Xxxx., Xxxxxxxxxxxx, XX
17. U-HAUL STORAGE KEY LARGO
000000 Xxxxxxxx Xxxxxxx, Xxx Xxxxx, XX
18. U-HAUL CENTER OCOEE
00000 Xxxx Xxxxxxxx Xxxxx, Xxxxx, XX
19. U-HAUL CENTER ORANGE CITY
0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxx Xxxx, XX
20. U-HAUL CENTER XXXXXXX XX
000 Xxxxx Xxxxxxx Xxxx, Xxxxxxx, XX
21. U-HAUL STORAGE HUNTER CREEK
00000 Xxxxx Xxxxxx Xxxxxxx Xxxxx, Xxxxxxx, XX
22. U-HAUL CENTER HUNTERS CREEK
00000 X. Xxxxxx Xxxxxxx Xxxxx, Xxxxxxx, XX
23. U-HAUL STORAGE ORANGE BLOSSOM TRAIL
0000 X. Xxxxxx Xxxxxxx Xxxxx, Xxxxxxx, XX
24. U-HAUL CENTER XXXX XXXX
0000 Xxxxx Xxxxxxx Xxxxx, Xxxxxxx, XX
25. U-HAUL CENTER XXXXX BLVD
0000 X. Xxxxx Xxxxxxxxx, Xxxxx, XX
26. U-HAUL CTR OF SEMORAN BLVD
0000 Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxx, XX
27. U-HAUL CENTER OF CONYER
0000 Xxxxxxx Xxxxx, Xxxxxxx, XX
SCHEDULE A - 2
Related
Premises # Related Premises
---------- ----------------
28. U-HAUL CENTER KENNESAW
0000 Xxxx Xxxxxxx, Xxxxxxxx, XX
29. U-HAUL CENTER OF PLEASANT HILL
0000 Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxxxxx, XX
30. U-HAUL STORAGE XXXXXXX 00
0000 X.X. Xxxxxxx 85, Riverdale, GA
31. U-HAUL CENTER X. XXXX & I285
0000 X. Xxxx Xxxxx, Xxxxxx, XX
32. X-XXXX XXXXXX XX XXXXXXX 000
0000 Xxxxxx Xxxxxxx Xxxxx, Xxxxxxxxxx, XX
33. U-HAUL CENTER OF ALSIP
00000 Xxxxx Xxxxxx Xxxxxx, Xxxxx, XX
34. U-HAUL CENTER OF FOX VALLEY
000 X. Xxxxx 00, Xxxxxx, XX
35. U-HAUL CENTER OF CRYSTAL LAKE
0000 Xxxx Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxx, XX
36. U-HAUL CENTER OF NAPERVILLE
00000 X. Xxxxx 00, Xxxxxxxxxx, XX
37. U-HAUL CENTER MERRILLVILLE
0000 Xxxx 00xx Xxxxxx, Xxxxxxxxxxxx, XX
38. U-HAUL CENTER OF LENEXA
0000 Xxxxxxxx Xxxxx; Xxxxxx, XX
39. U-HAUL STORAGE XXXXXXXXX
0000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxx Xxxx, XX
40. U-HAUL STORAGE XXXXXXXXX PARK
499 Xxxxxxxxxx Street, Chicopee, MA
41. U-HAUL CENTER STOUGHTON
000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX
SCHEDULE A - 3
Related
Premises # Related Premises
---------- -----------------
42. U-HAUL CENTER OF CENTRAL AVENUE
0000 Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx, XX
43. U-HAUL CTR OF APPLE VALLEY
0000 000xx Xxxxxx X, Xxxxx Xxxxxx, XX
44. U-HAUL CENTER X'XXXXXX
0000 Xxxxxxx X, X'Xxxxxx, XX
45. U-HAUL CENTER ST XXXXXX
0000 Xxxxx Xxxxxxx Xxxx, Xx.Xxxxxx, XX
46. U-HAUL STORAGE HATTIESBURG
0000 Xxxx 0xx Xxxxxx, Xxxxxxxxxxx, XX
47. U-HAUL CENTER GASTONIA
0000 X. Xxxxxxxx Xxxx., Xxxxxxxx, XX
48. U-HAUL STORAGE XXXXXX XX.
0000 X. Xxxxxxxx Xxxx, Xxxxxxxxxx, XX
49. U-HAUL STORAGE RIO RANCHO
0000 Xxx Xxxxxx Xxxx., Xxx Xxxxxx, XX
50. U-HAUL HENDERSON
0000 Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX
51. U-HAUL CENTER LAS VEGAS BLVD.
0000 X. Xxx Xxxxx Xxxx., Xxx Xxxxx, XX
52. U-HAUL CENTER XXXXXX BLVD.
000 Xxxxx Xxxxxx Xxxxxxxxx, Xxx Xxxxx, XX
53. U-HAUL STORAGE RAINBOW
0000 Xxxxx Xxxxxxx Xxxx., Xxx Xxxxx, XX
54. U-HAUL CENTER XXXX XXXXX RD
000 Xxxx Xxxxx Xxxx, Xxxxx Xxx Xxxxx, XX
55. U-HAUL CENTER XXXXXXXX & 138TH ST.
000 Xxxx 000xx Xxxxxx, Xxxxx, XX
SCHEDULE A - 4
Related
Premises # Related Premises
----------- ----------------
56. U-HAUL STORAGE NORTHERN LIGHTS
0000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX
57. U-HAUL STORAGE STILLWATER
0000 X. 0xx Xxxxxx, Xxxxxxxxxx, XX
58. U-HAUL CTR OF COOL SPRINGS
0000 Xxxxxxx Xxxx, Xxxxxxxxx, XX
59. U-HAUL CENTER XXXXXXX STREET
0000 X. Xxxxxxx Xxxxxx, Xxxxxxxxx, XX
60. U-HAUL CENTER XXXXXXXXX XXXX
0000 Xxxxx XX-00 Xxxxxxxxxx, Xxxxxx, XX
61. U-HAUL STG XXXXXXXX/JUPITER
00000 Xxxxxx Xxxx, Xxxxxx, XX
62. U-HAUL STORAGE DE XXXX
0000 Xxxxx Xxxxxxx, Xx Xxxx, XX
63. U-HAUL CENTER & STORAGE OF MONTANA
0000 Xxxxxxx Xxx., X0 Xxxx, XX
64. U-HAUL CENTER XXXX XXXXX
0000 Xxxx Xxxx 000, Xxxx Xxxxx, XX
65. U-HAUL CENTER GRAPEVINE
0000 Xxxxxxx X. Xxxx Xxxxxx, Xxxxxxxxx, XX
66. U-HAUL CENTER 290
00000 Xxxxxxxxx Xxxxxxx, Xxxxxxx, XX
67. U-HAUL CENTER HIGHWAY 6 SOUTH
0000 Xxxxxxx 0 Xxxxx, Xxxxxxx, XX
68. U-HAUL CENTER KATY
00000 Xxxx Xxxxxxx, Xxxxxxx, XX
69. U-HAUL CTR CEN-TEX
0000 X. Xxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxx, XX
SCHEDULE A - 5
Related
Premises # Related Premises
----------- ----------------
70. U-HAUL CTR OF LEAGUE CITY
000 Xxxx Xxxxxxx Xxxxx, Xxxxxx Xxxx, XX
71. U-HAUL CENTER LEWISVILLE
000 X. Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, XX
72. U-HAUL CENTER WEST MCKINNEY
00000 X. Xxxxxxxxxx Xxxxx, XxXxxxxx, XX
73. U-HAUL CENTER TOLLWAY
0000 X. Xxxxxx Xxxxxxx, Xxxxx, XX
74. U-HAUL CENTER CHANTILLY
0000 Xxxxxxx Xxxxx, Xxxxxxxxx, XX
75. U-HAUL CENTER OF SOUTHPARK
000 Xxxx Xxxxxx Xxxx, Xxxxxxxx Xxxxxxx, XX
76. U-HAUL DUMFRIES
00000 Xxxxxxxx Xxxx, Xxxxxxxx, XX
77. U-HAUL CENTER NEWINGTON
0000 Xxxxxxxx Xxxx, Xxxxxxxxx, XX
78. U-HAUL CENTER POTOMAC XXXXX
00000 Xxxxxxxxx Xxxx, Xxxxxxxxxx, XX
SCHEDULE X- 0
