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1. Parties: Identifies the guarantor, lender (creditor), and borrower (principal debtor), including their complete legal names and addresses
2. Background: Describes the underlying loan agreement and explains why the guaranty is being provided
3. Definitions: Defines key terms used throughout the agreement, including 'Guaranteed Obligations', 'Event of Default', and other relevant terms
4. Scope of Guaranty: Clearly defines the extent of the guarantor's obligations and the specific debts or obligations being guaranteed
5. Nature of Guaranty: Specifies whether the guaranty is continuing, unconditional, irrevocable, and/or joint and several
6. Guarantor's Representations and Warranties: Sets forth the guarantor's declarations regarding their legal capacity, authority, and financial condition
7. Payment Obligations: Details the circumstances triggering payment obligations and the process for demanding payment from the guarantor
8. Preservation of Rights: Establishes that the lender's rights against the guarantor are not affected by modifications to the underlying loan or actions regarding the borrower
9. Subrogation and Indemnity: Outlines the guarantor's rights of subrogation and any indemnification provisions
10. Duration and Termination: Specifies when the guaranty becomes effective and under what circumstances it may be terminated
11. Governing Law and Jurisdiction: Confirms Philippine law as governing law and specifies courts having jurisdiction
12. Notices: Provides the mechanism and addresses for formal communications between parties
13. Miscellaneous: Contains standard boilerplate provisions including severability, entire agreement, and amendments
1. Security: Include when the guaranty is secured by specific assets or collateral
2. Corporate Authority: Include when the guarantor is a corporation, detailing corporate approvals obtained
3. Financial Covenants: Include when the guarantor must maintain specific financial metrics or conditions
4. Guarantee Limitations: Include when there are specific caps or limitations on the guarantor's liability
5. Co-Guarantors: Include when multiple guarantors are involved, specifying their relationships and obligations
6. Foreign Currency Provisions: Include when the guaranteed obligation is in a currency other than Philippine Peso
7. Tax Provisions: Include when specific tax implications need to be addressed, particularly for cross-border guaranties
1. Schedule 1 - Underlying Loan Agreement: Copy or summary of the main loan agreement being guaranteed
2. Schedule 2 - Guaranteed Obligations: Detailed description of the specific obligations covered by the guaranty
3. Schedule 3 - Security Details: If applicable, details of any security or collateral provided
4. Schedule 4 - Form of Demand: Template for making a formal demand under the guaranty
5. Appendix A - Corporate Authorizations: Copies of relevant corporate approvals and authorizations
6. Appendix B - Financial Statements: Recent financial statements of the guarantor if required
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