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Guarantee And Indemnity Form
"I need a Guarantee and Indemnity Form for our US-based manufacturing company to guarantee a $2 million equipment lease for our subsidiary, with the guarantee to be secured against our company's commercial property and to include provisions for potential additional guarantors."
1. Parties: Identifies the Guarantor(s), the Beneficiary (creditor), and the Principal Debtor
2. Background: Describes the context of the guarantee, including reference to the underlying obligation or facility being guaranteed
3. Definitions: Defines key terms used throughout the document including 'Guaranteed Obligations', 'Security', and 'Event of Default'
4. Guarantee: Sets out the primary guarantee obligations, including the scope and nature of the guarantee
5. Indemnity: Contains the indemnity provisions, operating as a separate obligation from the guarantee
6. Nature of Guarantee: Specifies that the guarantee is continuing, unconditional, and irrevocable
7. Preservation of Rights: Ensures the guarantee remains valid despite various changes or circumstances
8. Payments: Details how and when payments must be made, including provisions for tax and set-off
9. Representations and Warranties: Contains guarantor's confirmations about their capacity and authority
10. Covenants: Ongoing obligations of the guarantor during the life of the guarantee
11. Default and Enforcement: Describes events of default and the beneficiary's enforcement rights
12. Expenses and Interest: Covers costs, expenses, and default interest
13. Notices: Specifies how formal communications between parties should be made
14. General Provisions: Contains boilerplate clauses including severability, amendments, and governing law
15. Execution: Formal execution blocks for signing, witnessing, and dating the document
1. Multiple Guarantors: Additional provisions for joint and several liability when there is more than one guarantor
2. Security Provisions: Required when the guarantee is secured by specific assets or collateral
3. Consumer Protection Clauses: Required when the guarantor is an individual and consumer protection laws apply
4. Corporate Guarantor Provisions: Specific provisions required for corporate guarantors including corporate benefit statements
5. Limited Guarantee Provisions: Used when the guarantee is limited by amount or time
6. Cross-Guarantee Provisions: Required when there are multiple related guarantees
7. Assignment and Transfer: Optional provisions regarding the ability to transfer or assign the guarantee rights
8. Subordination Provisions: Required when the guarantee needs to be subordinated to other obligations
1. Schedule 1 - Guaranteed Obligations: Details of the underlying obligations being guaranteed, including facility agreements or specific debts
2. Schedule 2 - Security Details: Description of any security provided in support of the guarantee
3. Schedule 3 - Guarantee Limitations: Any specific limitations on the guarantee amount or scope
4. Schedule 4 - Form of Demand: Standard form for making a demand under the guarantee
5. Schedule 5 - Additional Guarantor Accession Deed: Form for adding new guarantors to the guarantee
6. Appendix A - Related Agreements: List and copies of related agreements referenced in the guarantee
7. Appendix B - Corporate Authorizations: Copies of relevant corporate authorizations where applicable
Authors
Principal Debtor
Guarantor
Beneficiary
Security
Underlying Agreement
Event of Default
Guaranteed Amount
Demand
Business Day
Effective Date
Enforcement Event
Finance Documents
Guarantee Period
Guaranteed Liabilities
Indemnified Amounts
Interest Rate
Material Adverse Effect
Permitted Security
Related Rights
Security Interest
Taxes
Default Rate
Facility Agreement
Financial Indebtedness
Insolvency Event
Losses
Notice
Payment Date
Secured Obligations
Security Documents
Termination Date
Transaction Documents
Default Interest
Encumbrance
Release Date
Secured Parties
Security Agent
Guarantee Limit
Enforcement Notice
Indemnity
Representations and Warranties
Payment Obligations
Continuing Security
Principal Debtor's Obligations
Nature of Liability
Preservation of Rights
Discharge and Release
Assignment and Transfer
Enforcement
Default
Demand Requirements
Set-Off Rights
Currency Provisions
Costs and Expenses
Tax Gross-Up
Amendments and Waivers
Severability
Notices
Governing Law
Jurisdiction
Limitation of Liability
Entire Agreement
Multiple Guarantors
Termination
Reinstatement
Waiver of Defenses
Authority and Capacity
Confidentiality
Further Assurance
Counterparts
Time of Essence
Third Party Rights
Banking and Financial Services
Real Estate
Commercial Lending
Corporate Finance
Manufacturing
Retail
Construction
Healthcare
Technology
Energy
Infrastructure
Agriculture
Transportation
Hospitality
Legal
Finance
Treasury
Risk Management
Compliance
Commercial
Credit
Corporate Secretariat
Business Development
Underwriting
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Lawyer
Risk Manager
Credit Manager
Commercial Director
Treasury Manager
Compliance Officer
Contract Manager
Business Development Manager
Financial Controller
Company Secretary
Banking Relationship Manager
Senior Underwriter
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