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The Deed of Guarantee and Indemnity is a crucial legal instrument in Malaysian commercial transactions, commonly used in lending arrangements, property transactions, and corporate finance. It provides security to creditors by having a third party (Guarantor) guarantee the obligations of a debtor, while also including an independent indemnity obligation. The document must comply with Malaysian legal requirements, particularly the Contracts Act 1950 and Stamp Act 1949, and must be properly executed as a deed to ensure enforceability. It's typically used when additional security is required beyond the principal debtor's covenant, such as in parent company guarantees, personal guarantees for business loans, or in project finance structures. The deed format provides additional benefits including a longer limitation period and no requirement for consideration.

1. Parties: Identifies the Guarantor(s), Principal Debtor(s), and Beneficiary with full legal names and addresses

2. Background: Recitals explaining the context of the principal debt/obligation and the purpose of the guarantee

3. Definitions and Interpretation: Defines key terms and establishes interpretation rules, including definition of Guaranteed Obligations

4. Guarantee: Core guarantee provisions, including the scope and nature of the guaranteed obligations

5. Indemnity: Primary indemnity obligations of the guarantor(s)

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

7. Preservation of Rights: Provisions maintaining the validity of the guarantee despite various circumstances

8. Representations and Warranties: Guarantor's confirmations about their capacity and authority

9. Payments: Terms regarding payment obligations, including timing, method, and currency

10. Costs and Expenses: Allocation of costs related to preparation, enforcement, and preservation of the guarantee

11. Notices: Communication requirements and contact details

12. Assignment and Transfer: Rights and restrictions regarding transfer of rights/obligations

13. General Provisions: Standard boilerplate clauses including severability, whole agreement, etc.

14. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and jurisdiction for disputes

15. Execution: Execution blocks meeting requirements for valid deed execution under Malaysian law