Circuit City 2005 Annual Report Download - page 108

R E C I T A L S :
NOW THEREFORE, as a material inducement to Landlord to enter into the Lease with Tenant, and for other
good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged and confessed,
Guarantor does hereby, irrevocably and unconditionally, warrant and represent unto and covenant and agree with
Landlord as follows:
1. Guaranty — Guarantor hereby unconditionally guarantees the full, faithful and punctual payment of all
rent, additional rent and other amounts due to Landlord under the Lease (including during any holdover period) by
Tenant and the full, faithful and punctual performance by Tenant of all the terms, provisions and conditions of the
Lease (including during any holdover period), together with interest or late charges on all of the foregoing as provided
in the Lease and all other costs and expenses of collection (all of the foregoing sometimes hereinafter referred to as the
“Obligations”).
2. No Discharge — This Guaranty by Guarantor shall continue for the benefit of Landlord notwithstanding
(a) any extension, modification, amendment or alteration of the Lease, (b) any assignment of the Lease, with or without
the consent of Landlord, (c) any bankruptcy, reorganization, or insolvency of Tenant or any successor or assignee
thereof, or (d) any release, extension or modification of the liability of Tenant or any other party liable under the Lease
or any other guaranty of the Lease. This Guaranty shall in all respects be a continuing, absolute and unconditional
guaranty of payment and performance and shall remain in full force and effect notwithstanding, without limitation, the
death or incompetency of Guarantor or Tenant, or any proceeding, voluntary or involuntary, involving the bankruptcy,
insolvency, receivership, reorganization, liquidation or arrangement of Guarantor or Tenant or by any defense which
Tenant may have by reason of the order, decree or decision of any court or administrative body resulting from any such
proceeding.
3. Primarily Liable — This Guaranty is a guaranty of payment and not of collection. The liability of
Guarantor under this Guaranty shall be joint and several and primary and direct and in addition to any right of action
which shall accrue to Landlord under the Lease. Landlord shall have the right, at its option, to proceed against
Guarantor (or any one or more parties constituting Guarantor) without having commenced any action, or having
obtained any judgment, against Tenant or any other party liable under the Lease or any other guaranty of the Lease.
4. Default — In the event of a default by Tenant under the Lease, Landlord shall have the right to enforce its
rights, powers and remedies under the Lease, any other guaranty of the Lease, and under this Guaranty and all rights,
powers and remedies available to Landlord shall be non-exclusive and cumulative of all other rights, powers and
remedies under the Lease, any other guaranty of the Lease or under this Guaranty or by law or in equity. The
obligations of Guarantor hereunder are independent of the obligations of Tenant or any other guarantor, and Landlord
may proceed directly to enforce all rights under this Guaranty without proceeding against or joining Tenant, any other
guarantor or any other person or entity. Until all of the Obligations have been performed and paid in full, Guarantor
shall have no right of subrogation to Landlord, and Guarantor hereby waives any rights to enforce any remedy which
Landlord may have against Tenant.
5. Waivers —
Guarantor expressly waives and agrees not to assert or take advantage of: (a) the defense of the
statute of limitations in any action hereunder or in any action for collection of the Obligations, (b) any defense that may
arise by reason of the failure of the Landlord to file or enforce a claim against Guarantor or Tenant in bankruptcy or in
any other proceeding, (c) any defense based on the failure of Landlord to give notice of the creation, existence or
incurring of any new obligations or on the action or non
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action of any person or entity in connection with the
Landlord has entered into an Industrial Lease Agreement (“Lease”) with Global Equipment Company, Inc.
(“Tenant”), in which Guarantor has a direct or indirect financial interest or affiliation, which Lease was executed
by Tenant on ____________, 2005, and provides for the leasing to Tenant of approximately 517,628 square feet
of space in a building located in Hamilton Mil Business Center, in Gwinnett County, Georgia; and
Landlord will not enter into the Lease unless Guarantor guarantees the obligations of Tenant under the Lease as
set forth herein; and
Guarantor derives benefits from the Lease to Tenant.