Sample Business Contracts

California-Concord-5036 Commercial Circle Guaranty of Lease - Allied Investments, AstroPowerWest LLC

Lease Forms

  • Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
  • When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
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  • Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
  • When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.

                               GUARANTY OF LEASE
     In order to induce Allied Investments ("Landlord"), to enter into that
certain Commercial Lease dated as of June 18, 1999 (the "Lease") with
        ----------                   ------------- 
AstroPowerWest, LLC ("Lessee") for the lease by Lessee of certain premises
------------------- located in that
building commonly known and addressed 5036 Commercial Circle,
Suite B, Concord, CA, and for other good and valuable consideration, the receipt
whereof is hereby acknowledged, AstroPower, Inc. ("Guarantor") hereby
unconditionally and without limitation
guarantees payment and performance by Lessee of its obligations under the Lease
and makes the following indemnification and agreements with and in favor of Landlord.
1.  Obligations.  Guarantor hereby covenants and agrees with Landlord,
    notwithstanding any modification or alteration of said Lease entered into by
    and between Lessor and Lessee, (i) to make the due and punctual payment of
    all rent, monies and charges expressed to be payable under the Lease during
    the term thereof and all renewals thereof, whether for principal, interest
    or otherwise; (ii) to effect prompt and complete performance of all and each
    of the terms, covenants, conditions and provisions in the Lease contained,
    including the "Rules and Regulations" is therein provided, on the part of
    Lessee to be kept, observed and performed during the period of the term and
    any renewals thereof, and (iii) to protect, defend, indemnify and save
    harmless Lessor from any loss, costs or damages (including legal fees and
    expenses for counsel of Landlord's choice) arising out of any failure to pay
    the aforesaid rent, monies, charges or indebtedness or the failure to
    perform any of the terms, covenants, conditions and provisions. Guarantor
    hereby acknowledges that it has a copy of and is familiar with each and
    every document executed and delivered to Lessor by Lessee including, without
    limitation, the Lease.
2.  Rights.  In the event of any breach, default or failure of Lessee to pay any
    sum or perform any obligation under the Lease, Guarantor, shall immediately
    pay to Landlord, any and all such amounts as may be due and owing from
    Lessee to Lessor by reason of Lessee's failure to perform. Lessor shall have
    the right to enforce this indemnity regardless of the acceptance of
    additional security from Lessee and regardless of the release or discharge
    for Lessee by Lessor or by others, or by operation of any law. In addition
    to the obligations of Guarantor set forth above, Guarantor agrees to pay to
    Lessor any and all damages and expenses incurred by Lessor as a direct and
    proximate result of Lessee'' failure to perform. Guarantor further agrees to
    pay to Lessor interest on any and all sums due and owing Landlord, by reason
    of Lessee's failure to pay same, at the rate per annum provided in the
3.  Waivers.  Guarantor hereby expressly waives any right of setoff or
    compensation against amounts due under this Guaranty and waives notice of
    the acceptance of this indemnity and all notice of nonperformance,
    nonpayment or non-observance on the part of Lessee of the terms, covenants,
    conditions and provisions of the Lease. In addition, Guarantor hereby waives
    all rights and defenses to:
    (1)  All defenses by reason of any disability of Lessee, or based on the
         termination of Lessee's liability from any cause, or on any statute of
         limitations respecting obligations accruing under the Lease or this
    (2)  Any and all rights it may have now or in the future to require or
         demand that Lessor pursue any right or remedy Lessor may have against
         Lessee or any other third party.
    (3)  Any and all rights it may have to enforce any remedies available to the
         Lessor now or in the future against Lessee;
    (4)  Any and all rights to participate in any security held by Lessor now or
         in the future.
    (5)  The right to require Lessor to (i) proceed against Lessee, (ii) proceed
         against or exhaust any security which Lessor now holds or may hold in
         the future from Lessee, (iii) pursue any other right or remedy
         available to Landlord, or (iv) have the property of Lessee first
         applied to the discharge of any of the obligations under this guaranty.
    (6)  Until all of Lessee's obligations under the Lease to Lessor have been
         discharged in full, Guarantor waives any right of subrogation it now
         has, or may hereafter have, against Lessee.
    (7)  Any defense as a surety, including without limitation, sections 2819
         (alteration of the obligation without the surety's consent), 2825
         (discharge of the debtor), 2809 (guarantor's obligation may not be
         larger than the principal's obligation), 2810 (a guarantor's liability
         ceases if the principal is not liable), 2846 (equity of exoneration) of
         the California Civil Code;
    (8)  Any duty or obligation of Lessor to disclose to Guarantor any facts
         Lessor may now or hereafter know about Lessee, regardless or whether
         Lessor has reason to believe that any such facts materially increase
         the risk beyond that which Guarantor intends to assume or has reason to
         believe that such facts are unknown to Guarantor or has a reasonable
         opportunity to communicate such facts to Guarantor, it being under and
         agreed that Guarantor is fully responsible for being and keeping
         informed of the financial condition of Lessee and of any and all
         circumstances bearing on the risk of nonperformance of any Obligation;
    (9)  Any defense based upon an election of remedies by Landlord, including
         any election which destroys or impairs any right of subrogation,
         reimbursement or contribution which Guarantor may have or any rights or
         benefits under any provisions of California law in any way qualifying,
         conditioning or limiting the obligations of Guarantor based on any
         steps or procedures that landlords should take before proceeding
         against Guarantor.
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Lessor's Initials                                   Lessee's Initials 
4.  Effect of Modifications, Extensions or Alterations of the Lease.  Without
    limiting the generality of the foregoing, the liability of Guarantor under
    this Guaranty shall not be deemed to have been waived, released, discharged,
    impaired or affected by reason of (a) any waiver or failure to enforce any
    of the obligations of the Lessee under the Lease, or (b) assignment of the
    Lease, or the subletting of the leased premises by the Lessee (with or
    without in each case the consent of the Landlord), or (c) the expiration or
    other termination of the term, or (d) the release or discharge of the Lessee
    in any receivership, bankruptcy, winding-up or other creditors' proceedings
    or the rejection, disaffirmance or disclaimer of the Lease by any party in
    any action or proceeding, and shall continue with respect to the periods
    prior thereto and thereafter, for and with respect to the term originally
    contemplated and expressed in the Lease or any renewals or extensions
    thereof. Guarantor further understands and agrees that the obligations of
    Guarantor under this guarantee shall in no way be affected by any extension,
    modification or alteration of the Lease, or Lessee's obligation under the
    Lease and each of its provisions, and any such extension, modification or
    alteration of the Lease, any and all of which may be done without the prior
    consent or approval of Guarantor and shall in no way release or discharge
    Guarantor from any obligations accruing under this guaranty. The term
    "Lease" shall include all amendments, modifications, alterations and
    exclusions of the Lease. The liability of the Guarantor shall not be
    affected by any repossession of the leased premises by Landlord, provided,
    however, that the net payments received by Lessor after deducting all costs
    and expenses of repossession and/or reletting the same, shall be credited
    from time to time by Lessor to the account of Guarantor and Guarantor shall
    pay any balance owing to Lessor from time to time, immediately upon
5.  Payment and Performance.  This Guaranty shall be one of payment and
    performance and not of collection.
6.  Nature of Guaranty.  The liability of Guarantor hereunder is direct,
    immediate, absolute, continuing, unconditional, primary and unlimited.
    Notwithstanding the use of the word "indemnity" or "guaranty" in this
    Guaranty and without limiting the foregoing, Guarantor shall be bound by
    this Guaranty in the same manner as though Guarantor were the Lessee named
    in the Lease.
7.  Successors and Assigns.  All of the terms, agreements and conditions of this
    Guaranty shall extend to and be binding upon Guarantor, his heirs,
    executors, administrators, successors, and assigns, and shall inure to the
    benefit of and may be enforced by Landlord, its successors and assigns, and
    the holder of any mortgage of which the lease may be subject and subordinate
    from time to time.
8.  Assignment by Landlord.  Lessor may, without notice, assign this Guaranty in
    whole or in part and no assignment or transfer of the Lease shall operate to
    extinguish or diminish the liability of the Guarantor hereunder.
9.  Subordination.  Any indebtedness of the Lessee now or hereafter held by
    Guarantor is hereby subordinated to the indebtedness of the Lessee to the
    Landlord; and any indebtedness of the Lessee to the Guarantor, if the Lessor
    so requests, shall be collected, enforced and received by Guarantor as
    trustee for the Lessor on account of the indebtedness of the Lessee to the
    Lessor without affecting the liability of Guarantor under this Guaranty.
10.  Authority.   It is not necessary for the Lessor to inquire into the powers
     of the Lessee or of the partners or agents acting or purporting to act on
     its behalf, and any indebtedness made or created in reliance upon the
     professed exercise of such powers shall be guaranteed hereunder.
11.  Waiver of Jury Trial.  As a further inducement of Lessor to enter into the
     Lease and in consideration thereof, Lessor and Guarantor hereby express
     waive the right to a trial by jury for any action or proceeding brought by
     either Lessor or Guarantor against the other on any matter whatsoever
     arising out of, under, or by virtue of any of the terms, covenants,
     conditions, provisions or arrangements of the Lease or of this Guaranty.
12.  Insolvency.   In the event of any action or proceeding at law or in equity
     between Lessor and Guarantor (including an action or proceeding between
     Lessor and the trustee debtor in possession while Guarantor is a debtor in
     a proceeding under the Bankruptcy Code (Title 11 of the United States Code
     or any successor statue to such Code) to enforce any provision of this
     Guaranty or to protect or establish any right or remedy of either Lessor or
     Guarantor hereunder, the unsuccessful party to such action or proceeding
     shall pay to the prevailing party all costs and expenses, including,
     without limitation, attorneys' fees and expenses, incurred in such action
     or proceeding and in any appeal in connection therewith by such prevailing
     party, whether or not such action, proceeding or appeal is prosecuted to
     judgement or other final determination, together with all costs of
     enforcement and/or collection of any judgement or other relief. The term
     "prevailing party" shall include, without limitation, a party who obtains
     legal counsel or brings an action against the other by reason of the
     other's breach or default and obtains substantially the relief sought,
     whether by compromise, settlement or judgement. If such prevailing party
     shall recover judgement in any such action, proceeding or appeal, such
     costs, expenses and attorneys' and paralegals' fees shall be included in
     and as part of such judgement, together with all costs of enforcement
     and/or collection of any judgement or other relief.
13.  Miscellaneous.  Each provision of this Guaranty shall be enforceable to the
     extent not prohibited by law. If any provision or its application to any
     person or circumstance shall be invalid or unenforceable the remaining
     provisions, or the application of such provision to persons or
     circumstances other than those as to which it is invalid or unenforceable,
     shall not be affected. This Guaranty may not be modified or terminated
     except as expressly provided herein or except by a writing signed by Lessor
     and Guarantor. Any such modification or termination made otherwise than as
     expressly permitted by this paragraph shall be void. This Guaranty shall be
     governed by and interpreted in accordance with the laws of the State of
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Lessor's Initials                                   Lessee's Initials 
14.  Attorneys' Fees.  Guarantor hereby agrees to be responsible for and to pay
     all costs and expenses, including, without limitation, reasonable
     attorneys' fees and expenses incurred by Lessor in connection with the
     collection of all sums guaranteed hereunder and the defense or enforcement
     of any other Landlord's rights hereunder, whether or not suit is filed, and
     whether such collection be from Lessee or from Guarantor.
15.  Cumulative Rights and Remedies.  The extent of Guarantor's liability and
     all rights, powers and remedies of Lessor hereunder shall be cumulative and
     not alternative and such rights, powers and remedies shall be in addition
     to all rights, powers and remedies given to Lessor by law.
16.  Joint and Several.  If there is more than one party, person or entity
     executing this Guaranty, the obligations of each Guarantor shall be joint
     and several and are independent of Lessee's obligations. A separate action
     may be brought or prosecuted against any Guarantor whether the action is
     brought or prosecuted against any other Guarantor or Lessee, or all, or
     whether any other Guarantor or Lessee, or all, are joined in this action.
     IN WITNESS WHEREOF, this Guaranty of Lease has been executed as of ______,
GUARANTOR:       AstroPower, Inc.
        Thomas J. Stiner, V.P. & CFO