EXHIBIT 10(vv)
GUARANTY
As a material inducement to Landlord
to enter into the Lease dated December 18, 2006 (the
“Lease”), between The EPOCH Group, L.C., as Tenant, and
The Wells Fund XI – Fund XII – REIT Joint Venture, as
Landlord, Blue Cross and Blue Shield of Kansas City, a Missouri
health services corporation (“Guarantor”), hereby
unconditionally and irrevocably guarantees the complete and timely
payment and performance of each obligation of Tenant (and any
assignee) under the Lease and any extensions or renewals of and
amendments to the Lease. This Guaranty is an absolute, primary, and
continuing, guaranty of payment and performance and is independent
of Tenant’s obligations under the Lease. Guarantor shall be
primarily liable, jointly and severally, with Tenant and any other
guarantor of Tenant’s obligations. Guarantor waives any right
to require Landlord to (a) join Tenant with Guarantor in any
suit arising under this Guaranty, (b) proceed against or
exhaust any security given to secure Tenant’s obligations
under the Lease, or (c) pursue or exhaust any other remedy in
Landlord’s power.
Until all of Tenant’s
obligations to Landlord have been discharged in full, Guarantor
shall have no right of subrogation against Tenant. Landlord may,
without notice or demand and without affecting Guarantor’s
liability hereunder, from time to time, compromise, extend or
otherwise modify any or all of the terms of the Lease, or fail to
perfect, or fail to continue the perfection of, any security
interests granted under the Lease. Without limiting the generality
of the foregoing, if Tenant elects to increase the size of the
leased premises, extend the lease term, or otherwise expand
Tenant’s obligations under the Lease, Tenant’s
execution of such lease documentation shall constitute
Guarantor’s consent thereto (and such increased obligations
of Tenant under the Lease shall constitute a guaranteed obligation
hereunder); Guarantor hereby waives any and all rights to consent
thereto. Guarantor waives any right
