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The document titled 'Contract of Guarantee to Lender relating to Loan Facility' is a legally binding agreement between two parties, namely the Guarantor and the Lender. The purpose of this document is to provide a guarantee from the Guarantor to the Lender for the obligations and liabilities of a loan agreement between the Lender and the Borrower. The Guarantor requests the Lender to grant or continue to grant the loan to the Borrower, and in return, the Guarantor agrees to give a guarantee in respect of the loan.
The document begins with an interpretation section, which defines various terms used throughout the guarantee. It provides definitions for terms such as 'additional loan,' 'borrower,' 'borrower liability,' 'business day,' 'debt,' 'expenses,' 'guarantee,' 'guaranteed amounts,' 'guarantor liability,' 'loan,' 'loan agreement,' 'person,' and 'security.' These definitions ensure clarity and understanding of the terms used in the guarantee.
The guarantee outlines the consideration for the Guarantor's agreement, which is the Lender agreeing to grant or continue to grant the loan to the Borrower. It then sets out the Guarantor's obligations and liabilities under the guarantee. The Guarantor guarantees that the debt will be paid when it becomes due and payable by the Borrower. The Guarantor also agrees to pay the debt and expenses on written demand from the Lender.
The limit of the Guarantor's liability is specified in the guarantee. The Guarantor will not be liable for any additional loan unless the Guarantor has given written approval or later agrees in writing to be liable for it. The Lender may still make the additional loan to the Borrower even without the Guarantor's approval, but it will not affect the Guarantor's liability for the debt.
The guarantee also addresses the Lender's claim against the Borrower in case of bankruptcy or other financial difficulties. It states that the Lender will be entitled to make a claim against the Borrower's assets for the full amount of the Borrower liability, regardless of any part payment made by the Guarantor.
The document includes provisions for payments without deduction, change of the Lender's organizational structure, joint and several liability of multiple Guarantors, evidence of the Borrower and Guarantor liability, interest on expenses, provision of correct information by the Guarantor, notices and demands, and other general matters.
The guarantee concludes with clauses regarding the disclosure of information, unenforceability of certain terms, termination, payment in other currencies, and the choice of law and jurisdiction. It also includes a jurisdiction clause and signature blocks for the parties and witnesses.
Each section of the guarantee provides detailed information and clauses to ensure clarity and understanding of the rights and obligations of the Guarantor and the Lender.
1. Understand the purpose: The document is a guarantee provided by the Guarantor to the Lender for the obligations and liabilities of a loan agreement between the Lender and the Borrower.
2. Familiarize with the definitions: Review the definitions section to understand the meanings of various terms used throughout the guarantee.
3. Consideration: Recognize that the Guarantor's agreement is in consideration of the Lender granting or continuing to grant the loan to the Borrower.
4. Guarantor's obligations: Understand that the Guarantor guarantees the payment of the debt and expenses when they become due and payable by the Borrower.
5. Limit of liability: Note that the Guarantor's liability is limited to the principal sum, interest, fees, commissions, charges, and expenses accrued under the agreement up to the date of payment.
6. Additional loan: Be aware that the Guarantor is not liable for any additional loan unless written approval is given or agreed upon later.
7. Lender's claim: Understand that the Lender can make a claim against the Borrower's assets for the full amount of the Borrower liability, even if the Guarantor has made a part payment.
8. Payments without deduction: Ensure that payments under the guarantee are made without any deduction of sums owed by the Lender to the Guarantor.
9. Change of organizational structure: Recognize that the Guarantor's obligations are not affected by any changes in the name, constitution, or ownership of the Lender.
10. Joint and several liability: Understand that if there are multiple Guarantors, each Guarantor is individually responsible for complying with the guarantee.
11. Evidence of liability: Acknowledge that a certificate signed by the Lender's officer regarding the amount of liability is conclusive evidence against the Guarantor.
12. Interest on expenses: Be aware that if the Guarantor fails to pay expenses, interest will be charged on the unpaid amount.
13. Provision of correct information: Confirm that all information provided to the Lender is true, accurate, and complete.
14. Notices and demands: Understand the requirements for giving notices or demands under the guarantee.
15. Disclosure of information: Agree to the disclosure of personal and credit information by the Guarantor to the Lender.
16. Termination: Note that the Guarantor can terminate the guarantee by giving one month's notice in writing.
17. Payment in other currencies: Recognize that the Guarantor liability must be paid in the original currency, and any conversion will be at the Lender's determined exchange rate.
18. No rights for third parties: Understand that third parties have no right to enforce the terms of the guarantee.
19. Choice of law and jurisdiction: Acknowledge the choice of law and jurisdiction specified in the guarantee.