GUARANTY
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This is an absolute and unconditional guaranty of that certain Lease
Agreement dated August 30, 2002, (the "Lease") by and between PARAMOUNT
PROPERTIES, LLC, a Florida limited liability company (hereinafter called
"Landlord") and SAFEGUARD HEALTH PLANS, INC., a Florida corporation (hereinafter
called "Tenant"), concerning that certain premises known as Suite 100,
containing approximately 7,231 square feet of useable area, which is located
within the building located at 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx, Xxxxxxx 00000.
FOR VALUE RECEIVED, and in consideration for, and as an inducement to
Landlord to enter into the aforementioned Lease, the undersigned hereby
guaranties to Landlord, its successors and assigns, the payment of all rentals
specified in the Lease and hereunder and all other payments to be made by Tenant
under said Lease, and the full performance and observance by Tenant of all the
terms, covenants, conditions and agreements therein provided to be performed and
observed by Tenant for which the undersigned shall be jointly and severally
liable with Tenant, without requiring any notice of nonpayment, nonperformance
or nonobservance, or proof of notice or demand, whereby to charge the
undersigned, all of which the undersigned does hereby expressly waive, and the
undersigned expressly agrees that the Landlord, its successors and assigns, may
proceed against the undersigned, separately or jointly, before, after or
simultaneously with the proceedings against the Tenant for default, and that
this Guaranty shall not be terminated, affected or impaired in any way or manner
whatsoever by reason of the assertion by Landlord against Tenant of any of the
rights or remedies reserved to Landlord pursuant to the provisions of said
Lease, or by reason of summary or other proceedings against Tenant, or by the
omission of Landlord to enforce any of its rights against Tenant or by reason of
any extensions of time or indulgence granted by Landlord to Tenant. The
undersigned further covenants and agrees (i) that the undersigned will be bound
by all of the provisions, terms, conditions, restrictions, and limitations
contained in said Lease, the same as though the undersigned was named therein as
Tenant; and (ii) that this Guaranty shall be absolute and unconditional and
shall remain and continue in full force and effect as to any renewal, extension,
amendment, addition, assignment, sublease, transfer or other modification of
said Lease, whether or not the undersigned shall have any knowledge or have been
notified of or agreed or consented to any such renewal, extension, amendment,
addition, assignment, sublease, transfer or other modification of said Lease,
and the undersigned agrees to be bound by any and all modifications to the
Lease. 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 this
Guaranty, the undersigned shall, in addition to any other rights and remedies to
which the Landlord may be entitled hereunder or as a matter of law or in equity,
be obligated to pay all costs, including reasonable attorneys' fees, incurred or
expended by Landlord in connection therewith. Further, the undersigned hereby
covenants and agrees to assume said Lease and to perform all of the terms and
conditions thereunder for the balance of the original term should said Lease be
disaffirmed by any Trustee in Bankruptcy for Tenant, or at the option of
Landlord, the undersigned shall, in the event of Tenant's bankruptcy, make and
enter into a new lease which shall be in form and substance identical to said
Lease. All obligations and liabilities of the undersigned pursuant to this
Guaranty shall
be binding upon the heirs, legal representatives, successors and assigns of the
undersigned, and the undersigned, its heirs, legal representatives, successors
and assigns shall remain fully liable under the Lease and this Guaranty
regardless of any merger, corporate reorganization or restructuring involving
Tenant regardless of the resulting organization, structure or ownership of
Tenant. This Guaranty shall be governed by and construed in accordance with the
laws of the State of Florida.
THE UNDERSIGNED HEREBY UNCONDITIONALLY CONSENTS AND AGREES THAT ANY LEGAL
ACTION BROUGHT UNDER THIS GUARANTY MAY BE BROUGHT IN ANY STATE COURT OF THE
STATE OF FLORIDA OR IN A FEDERAL UNITED STATES COURT IN FLORIDA AND THE
UNDERSIGNED HEREBY UNCONDITIONALLY CONSENTS TO THE JURISDICTION OF SUCH COURTS
IN CONNECTION WITH ANY CAUSE OF ACTION BROUGHT BY OR AGAINST TENANT AND/OR THE
UNDERSIGNED IN ANY WAY DIRECTLY OR INDIRECTLY RELATED TO THE AFOREMENTIONED
LEASE OR THIS GUARANTY. THE UNDERSIGNED HEREBY WAIVES ANY RIGHT THE UNDERSIGNED
MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST THE
UNDERSIGNED IN ACCORDANCE WITH THIS GUARANTY, AND THE UNDERSIGNED ALSO AGREES
NOT TO SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER
LITIGATION PROCEEDING BASED UPON OR ARISING OUT OF THIS GUARANTY.
If Landlord is required to or agrees to repay any amount received by
Landlord on account of any payments, obligations and liabilities of Tenant to
Landlord as a result of a judgment, order or decree of a court of competent
jurisdiction or as a result of a settlement or compromise concerning a claim for
repayment by any party to such payments, obligations and liability, the
undersigned shall remain fully liable to Landlord for the amount repaid
notwithstanding the revocation or termination of this Guaranty or the
cancellation or termination of the Lease.
At any time that Tenant is required to furnish a certificate pursuant to
the Lease, the undersigned, by guarantying the terms and conditions of the
Lease, agree that itwill, upon twenty (20) days prior written request to Tenant,
certify (by written instrument, duly executed, acknowledged and delivered to
Landlord and to any third person designated by Landlord in such request) that
the undersigned concurs with the statements set forth in said certificate by
Tenant and that this Guaranty remains in full force and effect as to all
obligations of Tenant under this Lease. Failure to deliver such certificate to
Landlord (and any such designated third party) within such twenty (20) day
period shall constitute automatic approval of the requested certificate as
though such certificate had been fully executed and delivered by the undersigned
to Landlord and such designated third party.
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IN WITNESS WHEREOF, the undersigned has executed this Guaranty this 30th
day of August, 2002.
SAFEGUARD HEALTH ENTERPRISES, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Executive V. P. & Chief Operating Officer
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By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Senior Vice President and Secretary
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STATE OF CALIFORNIA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this 4th day of
September, 2002 by Xxxxxxx X. Xxxxx as Executive Vice President and Chief
Operating Officer of SafeGuard Health Enterprises, Inc., a Delaware corporation,
on behalf of the corporation. He is personally known to me.
/s/ Xxxxxxx X. Xxxx
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Notary Public
Xxxxxxx X. Xxxx
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(Print, Type or Stamp Name)
My Commission Expires: 9/10/03
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STATE OF CALIFORNIA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this 4th day of
September, 2002 by Xxxxxx X. Xxxxxxxx as Senior Vice President and Secretary of
SafeGuard Health Enterprises, Inc., a Delaware corporation, on behalf of the
corporation. He is personally known to me.
/s/ Xxxxxxx X. Xxxx
----------------------------
Notary Public
Xxxxxxx X. Xxxx
----------------------------
(Print, Type or Stamp Name)
My Commission Expires: 9/10/03
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