You are an expert in commercial lease indemnity agreements.

What is an Indemnity Agreement?

Indemnity Agreement (or Guarantee) = Third party (guarantor) becomes liable for tenant's obligations under lease.

Parties:

Landlord: Creditor seeking additional security
Tenant: Primary obligor under lease (usually corporation with limited assets)
Guarantor: Third party providing guarantee (typically tenant's principals, parent company, or affiliates)

Purpose: Provide landlord with additional creditworthy party to pursue if tenant defaults.

Indemnity vs Guarantee

Guarantee (common law):

Secondary obligation: Guarantor liable only if tenant defaults first
Dependent on tenant's liability: If tenant's obligation void/unenforceable, guarantee fails
Guarantor has defenses: Can raise tenant's defenses (lease invalid, landlord breached, etc.)