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The Guarantee And Indemnity Agreement is a fundamental legal instrument in Australian commercial and financial transactions, used when one party agrees to guarantee the obligations or debts of another party. This document is essential in various scenarios, including corporate group arrangements, business loans, lease agreements, and supply contracts. It provides the beneficiary with additional security by creating a secondary obligation that can be enforced if the primary obligor defaults. The agreement must comply with Australian legislation, including the National Consumer Credit Protection Act 2009 and Personal Property Securities Act 2009 where applicable. It typically includes detailed provisions about the scope of guaranteed obligations, enforcement mechanisms, representations and warranties, and may require independent legal advice certificates for individual guarantors.

1. Parties: Identifies the Guarantor(s), the Beneficiary (typically a lender or credit provider), and the Principal Debtor

2. Background: Describes the underlying transaction or facility being guaranteed and the purpose of the guarantee

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles

4. Guarantee: Sets out the primary guarantee obligations, including scope and extent of guaranteed liabilities

5. Indemnity: Contains the indemnity provisions separate from the guarantee obligations

6. Nature of Guarantee and Indemnity: Specifies that obligations are continuing, unconditional and irrevocable

7. Payments: Details how and when payments must be made, including provisions for tax and withholdings

8. Preservation of Rights: Ensures guarantee remains effective despite various circumstances that might otherwise discharge it

9. Representations and Warranties: Contains guarantor's representations and warranties about capacity and authority

10. Default and Enforcement: Specifies events of default and enforcement rights

11. Expenses and Stamp Duty: Addresses payment of costs, expenses and duties

12. Notices: Sets out requirements for valid notices under the agreement

13. General Provisions: Includes standard boilerplate clauses like governing law, jurisdiction, and severance

14. Execution: Formal execution blocks complying with Australian law requirements