GUARANTY
Annexed to and forming a part of Lease dated June 30, 1999, by and between MAPLE
LANE ACQUISITION LIMITED LIABILITY COMPANY, Landlord, and CREATIVE CONCEPTS IN
IDVERTISING, INC., Tenant.
The undersigned, HA-LO INDUSTRIES, INC., an Illinois corporation
(hereinafter sometimes referred to as the "Guarantor"), whose address is 5980 W.
Touhy Avenue, Niles, Illinois 60714, in consideration of the leasing of the
leased premises described in the annexed Lease ("Lease") to the above named
Tenant ("Tenant"), does hereby covenant and agree as follows:
A. The undersigned does hereby absolutely, unconditionally and irrevocably
guarantee the full, faithful and timely payment and performance by Tenant
of all of the payments, covenants and other obligations of Tenant under or
pursuant to the Lease. If Tenant shall default at any time in the payment
of any rent or any other sums, costs or charges whatsoever, or in the
performance of any of the other covenants and obligations of Tenant, under
or pursuant to the Lease, beyond any applicable notice and cure period,
then the undersigned, at its expense, shall on demand of said Landlord
("Landlord") fully and promptly, and well and truly, pay all rent, sums,
costs and charges to be paid by Tenant, and perform all the other covenants
and obligations to be performed by Tenant, under or pursuant to the Lease,
and in addition shall on Landlord's demand pay to Landlord any and all sums
due to Landlord, including (without limitation) all interest on past due
obligations of Tenant, costs advanced by Landlord, and damages and all
expenses (including actual attorneys' fees and litigation costs), that may
arise in consequence of Tenant's default. The undersigned hereby waives all
requirements of notice of the acceptance of this Guaranty and all
requirements of notice of breach or non-performance by Tenant.
B. The obligations of the undersigned hereunder are independent of, and may
exceed, the obligations of Tenant. A separate action or actions may, at
Landlord's option, be brought and prosecuted against the undersigned,
whether or not any action is first or subsequently brought against Tenant,
or whether or not Tenant is joined in any such action, and the undersigned
may be joined in any action or proceeding commenced by Landlord against
Tenant arising out of, in connection with or based upon the Lease. The
undersigned waives any right to require Landlord to proceed against Tenant
or pursue any other remedy in Landlord's power whatsoever, any right to
complain of delay in the enforcement of Landlord's rights under the Lease,
and any demand by Landlord and/or prior action by Landlord of any nature
whatsoever against Tenant, or otherwise.
C. This Guaranty shall remain and continue in full force and effect and shall
not be discharged in whole or in part notwithstanding (whether prior or
subsequent to the execution hereof) any alteration, renewal, extension,
modification, amendment or assignment of, or subletting, concession,
franchising, licensing or permitting under, the Lease, except for
modifications to this Guaranty consented to in writing by Landlord and any
mortgagee of the leased premises (or its successors or assigns with respect
to the loan secured by the mortgage, or any part thereof or any interest
therein). Without limiting the foregoing, this Guaranty shall be applicable
to
1
any obligations of Tenant arising in connection with a termination of the
Lease, whether voluntary or otherwise. The undersigned hereby waives
notices of any of the foregoing, and agrees that the liability of the
undersigned hereunder shall be based upon the obligations of Tenant set
forth in the Lease as the same may be altered, renewed, extended, modified,
amended or assigned. For the purpose of this Guaranty and the obligations
and liabilities of the undersigned hereunder, "Tenant" shall be deemed to
include any and all concessionaires, licensees, franchisees, department
operators, assignees, subtenants, permittees or others directly or
indirectly operating or conducting a business in or from the leased
premises, as fully as if any of the same were the named Tenant under the
Lease.
D. The undersigned's obligations hereunder shall remain fully binding although
Landlord may have waived one or more defaults by Tenant, extended the time
of performance by Tenant, released, returned or misapplied other collateral
at any time given as security for Tenant's obligations (including other
guaranties) and/or released Tenant from the performance of its obligations
under the Lease or terminated the Lease.
E. This Guaranty shall remain in full force and effect notwithstanding the
institution by or against Tenant, of bankruptcy, reorganization,
readjustment, receivership or insolvency proceedings of any nature, or the
disaffirmance of the Lease in any such proceedings or otherwise.
F. This Guaranty shall be applicable to and binding upon the heirs, executors,
administrators, representatives, successors and assigns of Landlord, Tenant
and the undersigned. Landlord may, without notice, assign this Guaranty in
whole or in part to any purchaser or mortgagee of the leased premises (or
its successors or assigns with respect to the loan secured by the mortgage,
or any part thereof or any interest therein).
G. In the event that Landlord should institute any suit against the
undersigned for violation of or to enforce any of the covenants or
conditions of this Guaranty or to enforce any right of Landlord hereunder,
or should the undersigned institute any suit against Landlord arising out
of or in connection with this Guaranty, or should either party institute a
suit against the other for a declaration of rights hereunder, or should
either party intervene in any suit in which the other is a party to enforce
or protect the intervening party's interest or rights hereunder, the
prevailing party shall receive from the other party all costs and expenses
paid or incurred by the prevailing party in connection therewith,
including, without limitation, the actual fees of its attorney(s), to be
determined by the court and taxed as a part of the costs therein.
H. The undersigned hereby waives trial by jury in any action, proceeding or
counterclaim brought by any person or entity with respect to any matter
whatsoever arising out of or in any way connected with: this Guaranty; the
Lease; any liability or obligation of Tenant in any manner related to the
leased premises; any claim of injury or damage in any way related to the
Lease or the leased premises; any act or omission of Tenant, its agents,
employees, contractors, suppliers, servants, customers or licensees; or any
aspect of the use or occupancy of, or the conduct of business in, on or
from the leased premises. The undersigned
2
shall not impose any counterclaim or counterclaims or claims for set-off,
recoupment or deduction of rent in any action brought by Landlord against
the undersigned under this Guaranty, but shall retain the right to pursue a
separate action. The undersigned shall not be entitled to make, and hereby
waives, any and all defenses against any claim asserted by Landlord or in
any suit or action instituted by Landlord to enforce this Guaranty or the
Lease. In addition, the undersigned hereby waives, both with respect to the
Lease and with respect to this Guaranty, any and all rights which are
waived by Tenant under the Lease, in the same manner as if all such waivers
were fully restated herein. The liability of the undersigned under this
Guaranty is primary and unconditional.
I. The undersigned shall not be subrogated, and hereby waives any and all
rights of subrogation (if any), to any of the rights of Landlord under the
Lease or otherwise, or to or in the leased premises thereunder, which may
arise by reason of any of the provisions of this Guaranty or by reason of
the performance by the undersigned of any of its obligations hereunder. The
undersigned shall look solely to Tenant for any recoupment of any payments
made or costs or expenses incurred by the undersigned pursuant to this
Guaranty.
J. Any default or failure by the undersigned to perform any of its obligations
under this Guaranty shall be deemed to be an immediate default by Tenant
under the Lease.
K. The execution of this Guaranty prior to execution of the Lease shall not
invalidate this Guaranty or lessen the obligations of Guarantor hereunder.
L. This Guaranty shall be construed and enforced in accordance with the laws
of the State of Michigan. If any provision of this Guaranty, or the
application thereof to any person or circumstances, shall, to any extent be
invalid or unenforceable, the remaining provisions of this Guaranty shall
not be affected thereby and shall be valid and enforceable.
IN WITNESS WHEREOF, the undersigned has executed this Guaranty this day
of June, 1999.
WITNESSES:
HA-LO INDUSTRIES, INC.,
a Illinois corporation
By:
- ------------------------------ ------------------------------
Its:
- ------------------------------ ------------------------------
3