University of Virginia Library

EXHIBIT A
LEASE GUARANTY

THIS GUARANTY made as of this ____ day of ___________, 198_ by and between the UNIVERSITY OF VIRGINIA (the "Guarantor") and ___________________ RENOVATION ASSOCIATES, a Virginia limited partnership (the "Lessor") provides as follows:

FOR VALUE RECEIVED and in consideration for and as an inducement to Lessor to lease the Demised Premises referred to in the lease from Lessor to _______________________________ _______________, as lessee (the "Lessee") dated ______________ (together with any extensions or renewals thereof, the "Lease") a copy of which is attached hereto, Guarantor does hereby guaranty to Lessor, its successors and assigns, (i) the full and prompt payment of the rent, additional rents and other charges (hereafter collectively called "Rents") and (ii) the full, timely and complete performance of all terms, covenants and conditions contained in the Lease on the part of Lessee to be paid or to be performed thereunder; and Guarantor does further agree to pay all reasonable costs and expenses including attorney's fees that may be paid or incurred by Lessor in consequence of a default in payment of the Rents or the performance of any of the terms, covenants and conditions of the Lease or in the collection of the Rents or in the enforcement of the terms, covenants and conditions of the Lease. The Guarantor hereby expressly agrees that in the

event of a default in the payment of Rents or the performance of any of the terms, covenants and conditions of the Lease, the payments of Rents or other sums are to be made at such intervals as the same shall or may become payable under the Lease, including any accelerations thereof, and the performance of the terms, covenants and conditions are to be made when due under the Lease and such costs and expenses are to be paid when incurred by Lessor, all without notice from Lessor of such non-payment, non-performance or non-observance or proof of notice or demand, all of which Guarantor hereby expressly waives.

Guarantor hereby waives notice of the acceptance of this Guaranty. This Guaranty is absolute and is not conditioned upon the genuineness, validity, regularity or enforceability of the Lease. The maintenance of any action or proceeding by Lessor to recover any sum or sums that may be or become due under the Lease or to secure the performance of any of the terms, covenants and conditions of the Lease or to recover damages, shall not preclude Lessor from thereafter instituting and maintaining subsequent actions or proceedings for any subsequent default or defaults of Lessee under the Lease.

Without affecting, modifying, altering, releasing or limiting the liability of Guarantor, or any other person liable or who may become liable under the Lease, or who may

have assumed or guaranteed the Lease, the following actions may be taken by Lessor without further notice to or consent of Guarantor either before or after a default by Lessee: (i) extensions of time may be given by Lessor to Lessee for payment of Rents and performance of any of the terms, covenants and conditions of the Lease; (ii) the Lease may be modified or amended; (iii) the Lease may be assigned; (iv) the Lease may be extended or renewed; (v) any one or more parties liable under the Lease or who may have guaranteed the Lease may be released; and (vi) Lessor may fail to act with diligence or may delay in the collection of the Rents or in the enforcement of the terms, covenants and conditions of the Lease. No action in seeking the consent of Guarantor of any such actions or modifications shall be deemed a waiver of Lessor's right to take such actions without notice to Guarantor. Guarantor further agrees that subject in all events to Guarantor's right to cure Lessee's defaults and to assume Lessee's obligations under the Lease as set forth in the Lease, Lessee may be dispossessed and/or Lessor may avail itself of or exercise any or all of the rights and/or remedies against Lessee provided by law or by the Lease, and may proceed either against Lessee alone or jointly against Lessee and Guarantor or against Guarantor alone without proceeding against Lessee.

Guarantor hereby subordinates all indebtedness of Lessee to it, whether now existing or hereafter arising, to the obligations of Lessee to Lessor and does hereby further agree that in respect of any payments made by Guarantor hereunder, Guarantor shall not be subrogated to and shall not enforce any rights of action it may have against Lessee including rights based on suretyship or otherwise unless and until all claims of Lessor under the Lease shall have been fully paid and satisfied.

Guarantor further agrees that the bankruptcy of Lessee or the filing by or against Lessee for relief or remedy under the Federal Bankruptcy Code or any state or local laws of similar import shall have no effect on the obligations of Guarantor hereunder notwithstanding that the Lease may have been disaffirmed or otherwise impaired. Neither this Guaranty nor any of the provisions hereof may be modified, waived or terminated, unless in writing, signed by Lessor. All losses, damages, attorney's fees and other costs and expenses of whatsoever nature which Lessor incurs in connection with or incidental to the enforcement of this guaranty shall be payable immediately by Guarantor to Lessor. If Guarantor fails to pay any amount payable under this Guaranty when due, interest on such amount shall accrue at the rate of Twelve percent (12.0%) per annum until paid. The provisions of this

Guaranty shall apply to and bind and inure to the benefit of Guarantor and Lessor and their respective successors and assigns.

Guarantor further represents to Lessor, as an inducement for Lessor to enter into the said Lease, that the execution and delivery of this Guaranty is not in contravention of applicable state laws, and has been duly authorized by the Board of Visitors.

Notwithstanding any provision of this Guaranty to the contrary, this Guaranty shall be limited to the extent of the assets held in the University of Virginia's Endowment Fund from time to time up to a maximum principal amount of One Hundred Thousand Dollars ($100,000.00). This Guaranty shall not restrict the University in the management of the Endowment Fund or in disbursing the principal of or income from the Endowment Fund except that the University covenants to manage the Endowment Fund in accordance with the policies of the Endowment Fund as established by the Rector and Board of Visitors of the University from time to time.