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EXHIBIT 99.3
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EXECUTION COPY
GUARANTY
TO: MEDITRUST ACQUISITION CORPORATION III
1. Guaranty of Payment and Performance of Obligations. For value
received and hereby acknowledged and as an inducement to MEDITRUST ACQUISITION
CORPORATION III, a Delaware corporation, having its principal office at 000
Xxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter referred to as
the "Lessor") to: (A) enter into that certain lease transaction with ALS
LEASING, INC., a Delaware corporation, having its principal place of business
at 000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxx 00000
(hereinafter referred to as the "Lessee"), relating to the various facilities
listed in Exhibits A and B to the Agreement Regarding Related Lease
Transactions ("Agreement Regarding Related Lease Transactions") by and between
Lessor and Lessee of even date herewith (hereinafter referred to, collectively,
as the "Facilities"), pursuant to various Facility Lease Agreements of even
date herewith by and between the Lessor and the Lessee (hereinafter referred
to, collectively, as the "Leases"), and (B) enter into or accept the other
Lease Documents (as defined in the Leases) and make future loans, advances and
extensions of credit to, for the account of or on behalf of the Lessee, the
undersigned, Alternative Living Services, Inc., a Delaware corporation, having
its principal place of business at 000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxxxx 00000 (the "Guarantor"), being the sole shareholder of
the Lessee and, as such, deriving a substantial benefit from the consummation
of the transaction evidenced by the Lease Documents, hereby unconditionally
guarantees to the Lessor the full payment and performance of the Lease
Obligations (as defined in the Leases).
This Guaranty is an absolute, unconditional and continuing guaranty of
the full and punctual payment and performance of the Lease Obligations and not
merely of their collectibility and is in no way conditioned upon any
requirement that the Lessor first collect or attempt to collect the Lease
Obligations or any portion thereof from the Lessee or from any endorser, surety
or other guarantor of any of the same or resort to any security or other means
of obtaining payment of any of the Lease Obligations that the Lessor now has or
may acquire after the date hereof, or upon any other contingency whatsoever.
Upon any Lease Default (as defined in the Leases), the Lease Obligations and
all liabilities and obligations of the Guarantor to the Lessor, hereunder or
otherwise, shall, at the option of the Lessor, become immediately due and
payable to the Lessor without further demand or notice of any nature, all of
which are expressly waived by the Guarantor. Payments by the Guarantor
hereunder may be required by the Lessor on any number of occasions. This
Guaranty shall continue in full force and effect until the complete payment and
performance of all of the Lease Obligations.
All payments hereunder received by the Lessor shall be applied by the
Lessor, without any marshalling of assets, towards the payment and/or
performance of the Lease Obligations and any other indebtedness of the
Guarantor hereunder in such order as the Lessor, in its sole and absolute
discretion, may determine.
2. DEFINED TERMS. Capitalized terms used herein and not
otherwise specifically defined herein shall have the same meanings ascribed to
such terms in the Leases.
3. THE GUARANTOR'S FURTHER AGREEMENTS TO PAY. The Guarantor
further agrees, as the principal obligor and not as a guarantor, to pay to the
Lessor forthwith upon demand, in funds immediately available to the Lessor, all
costs and expenses, including without limitation, court costs
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and attorneys' fees and expenses and court costs, reasonably incurred or
expended by the Lessor in connection with the collection or enforcement of the
Lease Obligations and the enforcement of all of the other obligations
hereunder. Any amounts owed to the Lessor under this Section 3 shall be a
demand obligation and, if not paid within ten (10) days after demand, shall
thereafter, to the extent then permitted by law, bear interest at the Overdue
Rate until the date of payment. The provisions of this Section 3 shall survive
the expiration or earlier termination of the Leases.
4. LIABILITY OF THE GUARANTOR. This Guaranty is unlimited and
the Guarantor shall be jointly and severally liable with every endorser, surety
or other guarantor of any or all of the Lease Obligations and the continuation
of this Guaranty shall not be affected by the termination, discontinuance,
release or modification of any agreement from (A) any such endorser, surety or
guarantor and/or (B) any other endorser, surety or guarantor of any of the
other Obligations. Nothing contained herein or otherwise shall require the
Lessor to make demand upon or join the Lessee or any such endorser, surety or
guarantor or other party in any suit brought upon this Guaranty; and the
Guarantor hereby waives any right to require marshalling or exhaustion of any
remedy against any collateral, other property, or any other Person primarily or
secondarily liable.
5. THE LESSOR'S FREEDOM TO DEAL WITH THE LESSEE AND OTHER
PARTIES. The Lessor shall be at liberty, without giving notice to or obtaining
the assent of the Guarantor and without relieving the Guarantor of any
liability hereunder, to deal with the Lessee and with each other Person who now
is or after the date hereof becomes liable in any manner for any of the
Obligations in such manner as the Lessor, in its sole and absolute discretion,
deems fit. The Lessor and the other Meditrust Entities have full authority (in
their sole and absolute discretion) to do any or all of the following things,
none of which shall discharge or affect the Guarantor's liability hereunder:
(A) extend credit, make loans and afford other financial
accommodations to the Lessee and/or any of the Related Parties at such times,
in such amounts and on such terms as the Lessor may approve;
(B) modify, amend, vary the terms and grant extensions or renewals
of any present or future Obligations or any instrument relating to or securing
the same, and, without limitation, this Guaranty shall survive the expiration
or earlier termination of the Leases;
(C) grant time, waivers and other indulgences in respect of any of
the Obligations;
(D) vary, exchange, release or discharge, wholly or partially, or
delay or abstain from perfecting and enforcing any security or guaranty or
other means of obtaining payment of any of the Obligations which the Lessor or
any of the other Meditrust Entities now has or acquires after the date hereof;
(E) take or omit to take any of the actions referred to in any
instrument evidencing, securing or relating to any of the Obligations or any
actions under this Guaranty, except nothing herein shall relieve the Lessor of
any obligation to give notice and/or a period to cure (if any) to the Lessee as
provided in the Leases;
(F) fail, omit or delay to enforce, assert or exercise any right,
power or remedy conferred on the Lessor or any of the other Meditrust Entities
in this Guaranty or in any other instrument evidencing, securing or relating to
any of the Obligations or take or refrain from taking any other
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action, except nothing herein shall relieve the Lessor of any obligation to
give notice and/or a period to cure (if any) to the Lessee as provided in the
Leases;
(G) accept partial payments from the Lessee, any other member of
the Leasing Group, any of the Related Parties or any other Person;
(H) release or discharge, wholly or partially, the Lessee, any
other member of the Leasing Group, any of the Related Parties and/or any other
Person now or hereafter primarily or secondarily liable for the Obligations (or
any portion thereof) or accept additional collateral for the payment of any
Obligations;
(I) compromise or make any settlement or other arrangement with
the Lessee, any other member of the Leasing Group, any of the Related Parties
or any other Person referred to in clause (h) above; and
(J) consent to and participate in the proceeds of any assignment,
trust or mortgage for the benefit of creditors.
6. UNENFORCEABILITY OF OBLIGATIONS; INVALIDITY OF SECURITY OR
OTHER GUARANTIES. The obligations of the Guarantor hereunder shall not be
affected by any change in the beneficial ownership of the Lessee, any other
member of the Leasing Group or any of the Related Parties, by reason of any
disability of the Lessee, any other member of the Leasing Group, any Related
Party or by any other circumstance (other than the complete payment and
performance of the Lease Obligations) which might constitute a defense
available to, or a discharge of, the Lessee, any other member of the Leasing
Group or any of the Related Parties in respect of any of the Obligations. If
for any reason now or hereafter the Lessee, any other member of the Leasing
Group or any of the Related Parties has no legal existence or is under no legal
obligation to discharge any of the Obligations undertaken or purported to be
undertaken by it or on its behalf, or if any of the moneys included in the
Obligations have become irrecoverable from the Lessee, any other member of the
Leasing Group or any Related Party by operation of law or for any other reason,
this Guaranty shall nevertheless be binding on the Guarantor and the Guarantor
shall remain unconditionally liable for the complete payment and performance of
the Lease Obligations. This Guaranty shall be in addition to any other
guaranty or other security for the Obligations, and it shall not be prejudiced
or rendered unenforceable by the invalidity of any such other guaranty or
security. This Guaranty shall continue to be effective or be reinstated, as
the case may be, if, at any time, any payment of the Obligations is rescinded
or must otherwise be returned by the Lessor or any of the other Meditrust
Entities, upon the insolvency, bankruptcy or reorganization of the Lessee, any
other member of the Leasing Group or any of the Related Parties or otherwise,
all as though such payment had not been made. The Guarantor covenants to cause
the Lessee to maintain and preserve the enforceability of any instruments now
or hereafter executed in favor of the Lessor, and to take no action of any kind
which might be the basis for a claim that the Guarantor has any defense
hereunder other than the complete payment and performance of the Lease
Obligations.
It shall not be necessary for the Lessor to inquire into the power of
the Lessee or anyone acting or purporting to act on its behalf, and any Lease
Obligation made or created in reliance upon the professed exercise of such
powers shall be guarantied hereunder. The Guarantor represents that the Lessee
is the bona fide tenant of the Leased Property and that the Lessee has not been
formed or availed of to evade or circumvent the applicable usury laws of any
state or states concerned
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therewith, and the Guarantor hereby indemnifies the Lessor and agrees to save
it harmless against any damages or expenses suffered by the Lessor should this
representation or any other representation contained herein prove untrue in any
material respect. The aforesaid indemnification agreement shall include,
without limitation, attorneys' fees and expenses and court costs reasonably
incurred by the Lessor in connection with the enforcement of said
indemnification.
The indemnity provisions of this Section 6 shall survive the complete
payment and performance of the Obligations and the expiration or earlier
termination of the Leases.
7. REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR. In order to
induce the Lessor to enter into or accept the Leases and the other Lease
Documents, the Guarantor hereby warrants and represents to, and covenants and
agrees with, the Lessor that:
7.1. FORMATION AND AUTHORITY OF THE GUARANTOR AND ITS GENERAL
PARTNER.
(A) The Guarantor is a corporation duly organized, validly
existing and in good standing under the laws of Delaware. The Guarantor has
all requisite corporate power to own and operate its properties and to carry on
its business as now conducted and as proposed to be conducted and is duly
qualified to do business and is in good standing in each jurisdiction where
such qualification is necessary or desirable in order to carry out its business
as now conducted and as proposed to be conducted;
7.2. THE LESSEE AS SUBSIDIARY.
The Lessee is a wholly-owned Subsidiary of the Guarantor.
7.3. NO VIOLATIONS.
The execution, delivery and performance of this Guaranty and the other
Lease Documents and the consummation of the transactions thereby contemplated
shall not result in any breach of, or constitute a default under, or result in
the acceleration of, or constitute an event which, with notice or passage of
time could result in default or acceleration of any obligation of the Guarantor
or any other contract, mortgage, lien, lease, agreement, instrument, franchise,
arbitration award, judgment, decree, bank loan or credit agreement, trust
indenture or other instrument to which the Guarantor is a party or by which the
Guarantor may be bound or affected and do not violate or contravene any Legal
Requirement;
7.4. NO CONSENT OR APPROVAL.
Except as already obtained or filed, as the case may be, no consent or
approval or other authorization of, or exemption by, or declaration or filing
with, any Person and no waiver of any right by any Person is required to
authorize or permit, or is otherwise required as a condition to the Guarantor's
execution and delivery of this Guaranty or any of the other Lease Documents to
which it is a party and the performance of its obligations thereunder, or as a
condition to the validity (assuming the due authorization, execution and
delivery by the Lessor of the Leases and the other Lease Documents to which it
is a party) or enforceability of any of the same and/or the first priority of
any Liens granted thereunder;
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7.5. FINANCIAL CONDITION.
(A) The Guarantor is financially solvent and there are no actions,
suits, investigations or proceedings including, without limitation, outstanding
federal or state tax liens, garnishments or insolvency and bankruptcy
proceedings, pending or, to the best of the Guarantor's knowledge and belief,
threatened:
I. against or affecting the Guarantor which, if
adversely resolved against the Guarantor would materially adversely
affect the ability of the Guarantor to perform its obligations under
this Guaranty or any of the Lease Documents to which it is a party;
II. against or affecting the Leased Property or the
ownership, construction, development, maintenance, management, repair,
use, occupancy, possession or operation thereof; or
III. which may involve or affect the validity, priority or
enforceability of this Guaranty, the Leases or any of the other Lease
Documents, at law or in equity, or before or by any arbitrator or
Governmental Authority;
(B) After giving effect to the consummation of the transaction
contemplated by the Leases and the other Lease Documents, the Guarantor:
I. will be able to pay its debts as they become due;
II. will have sufficient funds and capital to carry on
its business as now conducted or as contemplated to be conducted (in
accordance with the terms of the Lease Documents);
III. will own property having a value both at fair
valuation and at present fair saleable value greater than the amount
required to pay its debts as they become due; and
IV. will not be rendered insolvent as determined by
applicable law;
(C) The Guarantor is not a party to any agreement, the terms of
which now have or, based upon current circumstances, as far as can be
reasonably foreseen, may have a material adverse effect on its financial
condition or business or on the operation of the Facilities;
(D) The Guarantor is not delinquent or claimed to be delinquent
under any material obligation for the payment of borrowed money;
7.6. COMMERCIAL ACTS.
The Guarantor's performance of and compliance with the obligations and
conditions set forth herein and the other Lease Documents to which it is a
party will constitute commercial acts done and performed for commercial
purposes;
7.7. FILING OF TAX RETURNS.
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The Guarantor has filed all federal, state and local tax returns which
are required to be filed as to which extensions are not currently in effect and
has paid all taxes, assessments, impositions, fees and other governmental
charges (including interest and penalties) which have become due pursuant to
such returns or pursuant to any assessment or notice of tax claim or deficiency
received by the Guarantor. No tax liability has been asserted by the Internal
Revenue Service against the Guarantor or any other federal, state or local
taxing authority for taxes, assessments, impositions, fees or other governmental
charges (including interest or penalties thereon) in excess of those already
paid;
7.8. ACCURACY OF FINANCIAL STATEMENTS AND OTHER INFORMATION.
The financial statements of the Guarantor given to the Lessor in
connection with the consummation of the transaction contemplated by the Lease
Documents were true, complete and accurate and fairly presented the financial
condition of the Guarantor as of the date thereof and for the periods covered
thereby, having been prepared in accordance with GAAP and such financial
statements disclosed all material liabilities of the Guarantor as required by
GAAP. There has been no material adverse change since such date with respect to
the Tangible Net Worth or liquidity of the Guarantor or with respect to any
other matters referred to or contained therein and no additional material
liabilities, including, without limitation, contingent liabilities of the
Guarantor have arisen or been incurred since such date. The projections
heretofore delivered to the Lessor continue to be reasonable (with respect to
the material assumptions upon which such projections are based) and the
Guarantor reasonably anticipates the results projected therein will be
achieved, there having been (A) no material adverse change in the business,
assets or condition, financial or otherwise of the Guarantor or (B) no material
depletion of the Guarantor's cash or decrease in working capital except in the
ordinary course of business;
7.9. REPRESENTATIONS AND WARRANTIES IN LEASE DOCUMENTS.
All of the representations and warranties made in any of the Lease
Documents with respect to the Guarantor are true and correct; and
7.10. TERMS, CONDITIONS, COVENANTS AND AGREEMENTS CONTAINED IN LEASE
DOCUMENTS.
The Guarantor shall be bound by all terms, conditions, covenants and
agreements contained in any of the Lease Documents with respect to the
Guarantor.
8. CONTINUING REPRESENTATIONS AND WARRANTIES: All
representations and warranties contained in this Guaranty shall constitute
continuing representations and warranties which shall remain true, correct and
complete as long as this Guaranty is in force and effect. Notwithstanding the
provisions of the foregoing sentence but without derogation from any other
terms and provisions of this Guaranty, including, without limitation, those
terms and provisions containing covenants to be performed or conditions to be
satisfied on the part of the Guarantor, the representations and warranties
contained in Sections 7.5(a), 7.5(c), 7.5(d), in the second sentence of Section
7.7 and in the second and third sentences of Section 7.8 hereof shall not
constitute continuing representations and warranties hereunder.
9. NO CONTEST WITH THE LESSOR. No set-off, counterclaim,
reduction or diminution of any obligation, or any claim or defense of any kind
or nature which the Guarantor has or may have
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against the Lessee, any other member of the Leasing Group, any of the Related
Parties or the Lessor shall be available hereunder to the Guarantor. The
Guarantor shall not assert and hereby waives any right whatsoever that the
Guarantor may have at law or in equity, including, without limitation, any
right of subrogation or to seek contribution, indemnification or any other form
of reimbursement from the Lessee, any other endorser, surety or guarantor of
any of the Obligations or any other Person now or hereafter primarily or
secondarily liable for any of the Obligations. The Guarantor shall not, in any
proceedings under the Bankruptcy Code or insolvency proceedings of any nature,
prove in competition with the Lessor in respect of any payment hereunder or be
entitled to have the benefit of any counterclaim or proof of claim or dividend
or payment by or on behalf of the Lessee, any other member of the Leasing Group
or any of the Related Parties or the benefit of any other security for any
Obligation which, now or hereafter, the Guarantor may hold in competition with
the Lessor.
10. SET-OFF. In addition to any rights now or hereafter granted
under any agreement or applicable law and not by way of limitation of any such
rights, upon the occurrence of any Lease Default, including, without
limitation, any default by the Guarantor hereunder, the Lessor and the other
Meditrust Entities are hereby authorized at any time or from time to time,
without presentment, demand, protest or other notice of any kind to the
Guarantor or to any other Person, all of which are hereby expressly waived, to
set off and to appropriate and apply any and all deposits and any other
indebtedness at any time held by or owing to the Lessor (or any of the other
Meditrust Entities) to or for the credit or the account of the Guarantor
against and on account of the obligations and liabilities of the Guarantor to
the Lessor or any of the other Meditrust Entities under this Guaranty or
otherwise, irrespective of whether or not the Lessor or any of the other
Meditrust Entities shall have made any demand hereunder or under any Related
Party Agreement and although said obligations, liabilities or claims, or any of
them, may then be contingent or unmatured and without regard to the
availability or adequacy of other collateral. The Guarantor also grants to the
Lessor (and the other Meditrust Entities) a security interest in all of the
Guarantor's deposits, securities and other property at any time and from time
to time, in the possession of the Lessor (or any of the other Meditrust
Entities) and, upon the occurrence of any Lease Default, the Lessor and the
other Meditrust Entities may exercise all rights and remedies of a secured
party under the Massachusetts Uniform Commercial Code. The Lessor and the
other Meditrust Entities shall have no duty to take steps to preserve rights
against prior parties as to such securities or other property.
The Guarantor hereby agrees that all collateral now or hereafter
granted as security for any indebtedness of the Guarantor to the Lessor and/or
the other Meditrust Entities shall be deemed to be additional collateral
securing the Obligations.
11. WAIVERS. The Guarantor waives presentment for payment,
demand, protest, notice of nonpayment, notice of dishonor, protest of any
dishonor, suretyship defenses, notice of protest and protest of the Lease
Documents and, and all other notices in connection with (A) the delivery or the
acceptance of the Lease Documents and any reliance thereon and/or (B) the
performance, default (except notice of default as specifically elsewhere
required under any of the Lease Documents) or enforcement of any obligation
under the Lease Documents, and agrees that its liability shall be unconditional
without regard to the liability of any other party and shall not be in any
manner affected by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by the Lessor; and the Guarantor consents
to any and all extensions of time, renewals, waivers or modifications that may
be granted or consented to by the Lessor with respect to the payment or
performance of any obligations under the Lease Documents and to the release of
the Collateral (or
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any part thereof), with or without substitution, and agrees that additional
makers, endorsers, guarantors or sureties may become parties to the Lease
Documents without notice to the Guarantor or affecting the liability of the
Guarantor hereunder or under any of the other Lease Documents to which the
Guarantor is a party.
12. INDEMNIFICATION. Except with respect to the gross negligence
or wilful misconduct of the Lessor or any of the other Indemnified Parties, as
to which no indemnity is provided, the Guarantor hereby agrees to defend with
counsel acceptable to the Lessor, indemnify and hold harmless the Lessor and
each of the other Indemnified Parties from and against all damages, losses,
claims, liabilities, obligations, penalties, causes of action, costs and
expenses (including, without limitation, attorneys' fees, court costs and other
expenses of litigation) suffered by, or claimed or asserted against, the Lessor
or any of the other Indemnified Parties, directly or indirectly, based on,
arising out of or resulting from (A) the use and occupancy of the Leased
Property or any business conducted therein, (B) any act, fault, omission to act
or misconduct by (I) any member of the Leasing Group, (II) any Affiliate of the
Lessee or (III) any employee, agent, licensee, business invitee, guest,
customer, contractor or sublessee of any of the foregoing parties, relating to,
directly or indirectly, the Leased Property, (C) any accident, injury or damage
whatsoever caused to any Person, including, without limitation, any claim of
malpractice, or to the property of any Person in or about the Leased Property
or outside of the Leased Property where such accident, injury or damage results
or is claimed to have resulted from any act, fault, omission to act or
misconduct by any member of the Leasing Group or any Affiliate of the Lessee or
any employee, agent, licensee, contractor or sublessee of any of the foregoing
parties, (D) any Lease Default, (E) any claim brought or threatened against any
of the Indemnified Parties by any member of the Leasing Group (unless such
member of the Leasing Group prevails in such claim against one of the
Indemnified Parties) or by any other Person on account of (I) the Lessor's
relationship with any member of the Leasing Group pertaining in any way to the
Leased Property and/or the transaction evidenced by the Lease Documents and/or
(II) the Lessor's negotiation of, entering into and/or performing any of its
obligations and/or exercising any of its right and remedies under any of the
Lease Documents, (F) any attempt by any member of the Leasing Group or any
Affiliate of the Lessee to transfer or relocate any of the Permits to any
location other than the Leased Property and/or (G) the enforcement of this
indemnity. Any amounts which become payable by the Guarantor under this
Section 12 shall be a demand obligation of the Guarantor to the Lessor. The
indemnity provided for in this Section 12 shall survive any termination of this
Guaranty.
13. NOTICES. Any notice, request, demand, statement or consent
made hereunder shall be in writing and shall be deemed duly given if personally
delivered, sent by certified mail, return receipt requested, or sent by a
nationally recognized commercial overnight delivery service with provisions for
a receipt, postage or delivery charges prepaid, and shall be deemed given when
postmarked or placed in the possession of such mail or delivery service and
addressed as follows:
IF TO THE GUARANTOR: Alternative Living Services, Inc.
000 Xxxxx Xxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxx, President
WITH A COPY TO: Xxxxxx X. Xxxx, Esq.
Xxxxxx & Xxxxxx
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229 Peachtree Street, N.E., 0000 Xxxxxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
IF TO THE LESSOR: Meditrust Acquisition Corporation III
000 Xxxxx Xxxxxx
Xxxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000
Attn: President
WITH COPIES TO: Meditrust Mortgage Investments, Inc.
000 Xxxxx Xxxxxx
Xxxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000
Attn: General Counsel
Xxxxx Xxxx, III, Esq.
Xxxxxx, Xxxx & Xxxxxxx
Exchange Place
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
or at such other place as any of the parties hereto may from time to time
hereafter designate to the others in writing. Any notice given to the
Guarantor by the Lessor at any time shall not imply that such notice or any
further or similar notice was or is required.
14. GOVERNING LAW. This Guaranty shall be construed, and the
rights and obligations of the Lessor and the Guarantor shall be determined, in
accordance with the laws of the Commonwealth of Massachusetts.
The Guarantor hereby consents to personal jurisdiction in the courts
of the Commonwealth of Massachusetts and the United States District Court for
the District of Massachusetts as well as to the jurisdiction of all courts from
which an appeal may be taken from the aforesaid courts, for the purpose of any
suit, action or other proceeding arising out of or with respect to any of the
Lease Documents, the negotiation and/or consummation of the transactions
evidenced by the Lease Documents, the Lessor's relationship of any member of
the Leasing Group in connection with the transactions evidenced by the Lease
Documents and/or the performance of any obligation or the exercise of any
remedy under any of the Lease Documents and expressly waives any and all
objections the Guarantor may have as to venue in any of such courts.
15. GENERAL PROVISIONS; RULES OF CONSTRUCTION. The provisions set
forth in Article 23 and Sections 2.2, 11.5.4, 16.8 through 16.10, inclusive,
17.2, 24.2 through 24.10, inclusive, and 24.12 of the Leases are hereby
incorporated herein by reference, mutatis, mutandis and shall be applicable to
this Guaranty as if set forth in full herein.
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IN WITNESS WHEREOF, the Guarantor has executed this Guaranty
as an instrument under seal as of the 30th day of December, 1996.
WITNESS: GUARANTOR:
ALTERNATIVE LIVING SERVICES, INC.
By:
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Name: Xxxxxx X. Xxxxxx,
Senior Vice President
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