Guaranty of Lease With Warranties



1. Identification of Parties. [Name] (Landlord) and [name] (Tenant) have entered into a Lease dated [date] for [description of premises]. [Parent corporation of tenant or other third party] will act as Guarantor of this Lease.

2. Purpose of Guaranty. Guarantor has entered into this Guaranty with Landlord in order to induce Landlord to enter into, execute, and deliver the annexed Lease.

3. Warranties of Guarantor. Guarantor for consideration warrants, represents, and agrees with Landlord that:

a. Guarantor has examined, approved, and is fully familiar with all of the terms, conditions, and covenants of the Lease.

b. Guarantor hereby guarantees to Landlord full payment by Tenant under the Lease on Tenant's part to be paid there under from and after the date hereof, subject to any rights Tenant or Guarantor may have against Landlord under the Lease.

c. Except as set forth in this Guaranty, this Guaranty is primary, absolute, and unconditional and shall not be released, discharged, mitigated, impaired, or affected by any modifications of the Lease or by any waiver or by failure of Landlord to enforce any of the terms, covenants, and conditions or by any extension of time or indulgence extended by Landlord to Tenant except to the extent of such modification, waiver, or extension.

d. Landlord may proceed directly against Guarantor under this Guaranty without being required to proceed against Tenant under the Lease or to exhaust any other rights or remedies it may have against Tenant including, without limitation, the right to recover possession of the leased premises provided that, in such event, Guarantor shall have the benefit of Tenant's rights under the Lease.

e. Guarantor's liability under this Guaranty shall not be deemed to be waived, released, discharged, mitigated, impaired, or affected by reason of the release or the discharge of Tenant under the Lease in any bankruptcy, reorganization, or insolvency proceedings.

f. This Guaranty shall not be orally changed or terminated.

g. Guarantor waives trial by jury in any action or proceeding brought against Guarantor under this Guaranty or any matter whatsoever in any way connected with this Guaranty.

h. Landlord may pursue Landlord's remedies under this Guaranty concurrently with or independently of any such action or proceeding against Tenant under the Lease.

i. This Guaranty shall inure to the benefit of Landlord, Landlord's distributees, personal representatives, successors, and assigns, and shall be binding upon Guarantor, Guarantor's successors and assigns.

j. Except as set forth in this Guaranty to the contrary, the word "Tenant" as used in this Guaranty shall be deemed to and shall include any assignee to whom the Lease shall have been assigned in accordance and in compliance with the provisions thereof.

k. If Guarantor is a corporation, then Guarantor also warrants and represents that Tenant on the date hereof is a wholly owned subsidiary of the undersigned; that it is in furtherance of the corporate purposes of the Guarantor that the Lease with Tenant be entered into; and that this Lease has been duly authorized by unanimous vote of the Board of Directors of Guarantor at a duly held and convened meeting at which a quorum was present and by all parties whose consent is required for the execution hereof; and Guarantor further acknowledges that Landlord would not enter into the Lease with Tenant in the absence of this Guaranty.

IN WITNESS WHEREOF, Guarantor has executed this Guaranty this [date].

[signature]

Guarantor

Witness:

[signature]