Exhibit 10.21
GUARANTY OF
LEASE
In consideration
of, and as an inducement for the granting, execution and delivery
of the foregoing Second Amended and Restated Lease Agreement, dated
as of October 26, 2007 (as the same may be amended,
modified, assigned, extended, supplemented, renewed, replaced
and/or restated from time to time, collectively, the “
Lease ”), by 750 Park
Place Realty Co., LLC (“ Landlord ”) to B.J.K. Inc., d/b/a
Chem Rx (“ Tenant
”), and in further consideration of the sum of One ($1.00)
Dollar and other good and valuable consideration paid by Landlord
to the undersigned, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Chem Rx Corporation , a
Delaware corporation having an address at 750 Park Place, Long
Beach, New York 11561 (the “ Guarantor ”), hereby guaranties
to Landlord, its successors and assigns, the (a) full and
prompt payment of all (i) Rent (as defined in the Lease),
(ii) use and occupancy charges to which Landlord may be
entitled by law or otherwise after the termination of the Lease and
during the continued occupancy by Tenant, its successors and
assigns, (iii) costs incurred by Landlord in seeking a
termination of the Lease (including, without limitation, through a
final judgment by a court of competent jurisdiction) and all costs
incurred by Landlord in recovering vacant possession of the
Premises (as defined in the Lease) after Default (as defined in the
Lease) by Tenant and/or by the enforcement of this Guaranty,
including without limitation, reasonable attorneys’ fees and
disbursements and (iv) damages, costs, expenses, claims or
liabilities that may arise as a result of Tenant’s
failure to pay for all costs of Tenant’s work or alterations,
improvements or modifications to the Premises by or for Tenant
(other than such costs which the Lease expressly provides will be
paid for by Landlord, if any) or that may arise as a result of
Tenant’s failure to pay for any labor, materials or other
costs for improvements performed by or for Tenant with respect to
the Premises which costs if not paid for could give rise to a lien
against the Premises, except to the extent that the payment of such
costs was required to be made by Landlord pursuant to the terms of
the Lease, and (b) full and timely performance and observance
of all the covenants, terms, conditions and agreements in the Lease
provided to be performed and observed by Tenant, its successors and
assigns (hereinafter such payment and performance obligations are
collectively referred to as the “ Obligations ”); and the Guarantor
hereby covenants and agrees to and with Landlord, its successors
and assigns, that if Default shall at any time be made by Tenant,
its successors or assigns, in the performance and observance of any
the Obligations, including, without limitation, the obligation to
pay Rent, the Guarantor shall and will forthwith pay such Rent to
Landlord, its successors and assigns, and any arrears thereof, and
shall and will forthwith faithfully perform and fulfill all of
the other Obligations, and will forthwith pay to Landlord all
damages that may arise in consequence of any Default by
Tenant, its successors or assigns, under the Lease, including,
without limitation, all reasonable attorney’s fees and
disbursements incurred by Landlord or caused by any such Default
and/or by the enforcement of this Guaranty (hereinafter referred to
as “ this Guaranty
”). Terms printed with initial capital letters in this
Guaranty and not otherwise defined shall have the respective
meanings assigned to them in the Lease.
This Guaranty is
an absolute and unconditional guaranty of payment and of
performance. It shall be enforceable against the Guarantor, its
successors and assigns, without the necessity for any suit or
proceedings on Landlord’s part of any kind or nature
whatsoever against Tenant, its
1
successors or assigns,
and without the necessity of any notice of non-payment,
non-performance or non-observance or of any notice of acceptance of
this Guaranty or of any other notice or demand to which the
Guarantor might otherwise be entitled, all of which the Guarantor
hereby expressly waives; and the Guarantor hereby expressly agrees
that the validity of this Guaranty and the obligations of the
Guarantor hereunder shall in nowise be terminated, affected,
diminished or impaired by reason of (i) the assertion of, or
the failure to assert by Landlord against Tenant, or against
Tenant’s successors or assigns, any of the rights or remedies
reserved to Landlord pursuant to the provisions of the Lease
or (ii) the assertion of, or the failure to assert by Landlord
against the Guarantor or against its successors or assigns, any of
the rights or remedies reserved to Landlord pursuant to the
provisions of this Guaranty or the Lease, or by relief of Tenant or
any other guarantor from any of their respective obligations under
or in connection with the Lease. Without in any way limiting the
foregoing, the Guarantor shall and doe
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