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1. Parties: Identifies the Guarantor, the Holder of the promissory note (Beneficiary), and references the Maker of the promissory note
2. Background: Describes the underlying promissory note, its key terms, and the context for the guarantee
3. Definitions: Defines key terms including 'Promissory Note', 'Guaranteed Obligations', 'Event of Default', and other relevant terms
4. Guarantee: Core section establishing the guarantee, its scope, and the guaranteed obligations
5. Guarantor's Representations and Warranties: Key statements about the guarantor's capacity, authority, and financial condition
6. Nature of Guarantee: Specifies that the guarantee is continuing, unconditional, and irrevocable
7. Payment Obligations: Details the circumstances triggering payment obligations and payment mechanics
8. Preservation of Rights: Ensures the guarantee remains valid despite changes to the underlying promissory note or forbearance
9. Enforcement: Sets out the holder's rights to enforce the guarantee and the process for doing so
10. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and Hong Kong courts' jurisdiction
1. Security: Include if the guarantee is secured by specific assets or collateral
2. Multiple Guarantors: Include if there are multiple guarantors to address joint and several liability
3. Currency Provisions: Include if the promissory note is in a currency other than Hong Kong dollars
4. Tax Gross-up: Include if payments might be subject to withholding tax
5. Assignment and Transfer: Include if rights under the guarantee may be assigned or transferred
6. Costs and Expenses: Include if specific provisions about legal and enforcement costs are needed
1. Copy of Promissory Note: Attached copy of the underlying promissory note being guaranteed
2. Payment Schedule: If the promissory note has installment payments, schedule of payment dates and amounts
3. Security Details: If applicable, details of any security or collateral provided
4. Form of Demand: Standard form for making a demand under the guarantee
Business Day
Default Interest
Default Rate
Event of Default
Guaranteed Obligations
Guarantor
Hong Kong
Holder
Maker
Material Adverse Effect
Maturity Date
Original Promissory Note
Payment Date
Principal Amount
Promissory Note
Security
Taxes
Working Hours
Guaranteed Sum
Demand
Enforcement Action
Interest Period
Liabilities
Outstanding Amount
Permitted Transfer
Release Date
Relevant Documents
Representations and Warranties
Payment Obligations
Interest
Default Interest
Primary Liability
Continuing Security
Waiver of Defenses
Indemnity
Set-off Rights
Currency
Demand Requirements
Preservation of Rights
No Competition
Tax Gross-up
Costs and Expenses
Assignment and Transfer
Notices
Amendments
Severability
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Service of Process
Banking & Financial Services
Commercial Lending
Trade Finance
Real Estate
Manufacturing
Import/Export
Professional Services
Retail
Construction
Small and Medium Enterprises
Legal
Finance
Treasury
Credit
Risk Management
Compliance
Corporate Secretarial
Commercial Operations
Chief Financial Officer
Finance Director
Treasury Manager
Credit Manager
Legal Counsel
Commercial Director
Risk Manager
Banking Relationship Manager
Corporate Finance Manager
Compliance Officer
Company Secretary
Financial Controller
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