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1. Parties: Identifies the guarantor, lender, and borrower with full legal names and addresses
2. Background: Explains the context of the underlying loan and the reason for the guarantee
3. Definitions: Defines key terms used throughout the agreement including 'Guaranteed Obligations', 'Event of Default', and other relevant terms
4. Guarantee: Core terms of the guarantee, including scope, limitations, and nature of the guarantee (absolute, continuing, unconditional)
5. Representations and Warranties: Guarantor's statements about their capacity, authority, and financial condition
6. Payment Terms: Specifics about when and how the guarantee can be called upon, including payment mechanisms
7. Duration: Term of the guarantee and conditions for termination or discharge
8. Enforcement: Rights and remedies of the lender in case of default
9. Governing Law and Jurisdiction: Specifies the applicable law and courts that will handle disputes
1. Security: Details of any collateral securing the guarantee, including description and enforcement rights
2. Multiple Guarantors: Provisions for joint and several liability when more than one guarantor is involved
3. Subordination: Provisions regarding priority of claims and relationship with other creditors
4. Financial Covenants: Specific financial requirements the guarantor must maintain throughout the guarantee period
1. Schedule of Guaranteed Obligations: Detailed list of the specific obligations being guaranteed, including loan amounts, interest rates, and payment schedules
2. Schedule of Security: Detailed description of any assets provided as security for the guarantee
3. Form of Demand: Template for making a demand under the guarantee, including required notices and procedures
4. Compliance Certificate: Template for periodic certification of compliance with financial covenants if applicable
Event of Default
Guarantee
Principal Agreement
Security
Guaranteed Amount
Enforcement Notice
Demand
Business Day
Effective Date
Guarantee Period
Underlying Loan Agreement
Credit Agreement
Guarantor
Lender
Borrower
Secured Parties
Liability
Default Interest
Material Adverse Effect
Release Date
Termination Date
Security Interest
Permitted Security
Governing Law
Jurisdiction
Related Rights
Maximum Liability Amount
Guarantee Fee
Notice
Representations and Warranties
Continuing Security
Payment Obligations
Default and Enforcement
Discharge and Release
Subrogation Rights
Waiver
Set-off Rights
Amendment and Assignment
Notices
Reinstatement
Further Assurance
Severability
Confidentiality
Costs and Expenses
Interest
Duration
Governing Law
Jurisdiction
Entire Agreement
Counterparts
Joint and Several Liability
Indemnification
Remedies and Waivers
Subordination
Tax Gross-up
Currency
Time of Essence
Successors and Assigns
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