LEASE GUARANTY
In consideration of, and as an inducement for the granting, execution
and delivery of that certain lease, dated on or about this date (the "Lease"),
by J. XXXXXXX XXXXXX FAMILY TRUST U/T/A 1976 ("Landlord"), to CRYOLIFE
ACQUISITION CORPORATION, the Tenant therein named ("Tenant"), and in further
consideration of the sum of Ten Dollars ($10.00) and other good and valuable
consideration paid by Landlord to the undersigned, CRYOLIFE, INC. ("Guarantor"),
Guarantor hereby guarantees to Landlord, its successors and assigns the full and
prompt payment of all amounts payable by Tenant, its successors and assigns,
under the Lease ("Rent"). 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 and assigns, in the payment of any such Rent payable
by Tenant under the Lease, Guarantor will forthwith pay such Rent to Landlord,
its successors and assigns, and any arrears thereof caused by any such default
and/or by the enforcement of this Guaranty.
This Guaranty is an absolute and unconditional guaranty of payment of
Rent during the term of the Lease. Guarantor's liability hereunder is direct and
may be enforced without Landlord being required to resort to any other right,
remedy or security and this Guaranty shall be enforceable against Guarantor,
without the necessity for any suit or proceedings on Landlord's part of any kind
or nature whatsoever against Tenant, its successors and assigns, and without the
necessity of any notice of nonpayment, or of any notice of acceptance of this
Guaranty or of Landlord's intention to act in reliance hereon or of any other
notice or demand to which Guarantor might otherwise be entitled, all of which
Guarantor hereby expressly waives; and Guarantor hereby expressly agrees that
the validity of this Guaranty and the obligations of Guarantor hereunder shall
in nowise be terminated, affected or impaired by reason of the assertion or the
failure to assert by Landlord against Tenant, or Tenant's successors and
assigns, of any of the rights or remedies reserved to Landlord pursuant to the
provisions of the Lease.
This Guaranty shall be a continuing Guaranty during the term of the
Lease as described above, and (whether or not Guarantor shall have notice or
knowledge of any of the following) the liability and obligation of Guarantor
hereunder shall be absolute and unconditional and shall remain in full force and
effect without regard to, and shall not be released, discharged or in any way
impaired by (a) any amendment or modification of, or supplement to, the Lease or
any assignment or transfer thereof; (b) any exercise or non-exercise of any
right, power, remedy or privilege under or in respect of the Lease or this
Guaranty or any waiver, consent or approval by Landlord with respect to any of
the covenants, terms, conditions or agreements contained in the Lease or any
indulgences, forbearances or extensions of time for performance or observance
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allowed to Tenant from time to time and for any length of time; (c) any
bankruptcy, insolvency, reorganization, arrangement, readjustment, composition,
liquidation or similar proceeding relating to Tenant, its successors and assigns
or their properties or creditors; or (d) any limitation on the liability or
obligation of Tenant under the Lease or its estate in bankruptcy or of any
remedy for the enforcement thereof, resulting from the operation of any present
or future provision of the United States Bankruptcy Code or other statute or
from the decision of any court.
All of the Landlord's rights and remedies under the Lease and under
this Guaranty are intended to be distinct, separate and cumulative and no such
right and remedy therein or herein mentioned is intended to be in exclusion of
or a waiver of any of the others. No termination of the Lease or taking or
recovering of the premises demised thereby shall deprive Landlord of any of its
rights and remedies against Guarantor under this Guaranty.
This Guaranty shall be legally binding upon Guarantor and its
successors and assigns and shall inure to the benefit of Landlord and its
successors and assigns.
IN WITNESS WHEREOF, Guarantor, intending to be legally bound hereby, has
caused this Guaranty to be executed as of this 5th day of March, 1997.
CRYOLIFE, INC.
By:_____________________________
Xxxxxx X. Xxxxxxxx, Chairman
of the Board, President and
Chief Executive Officer
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