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The Guarantee and Indemnity Agreement is a critical security document used in commercial and financial transactions under United States law when additional assurance is required for a party's obligations. It is commonly used in lending transactions, corporate finance, real estate deals, and commercial contracts where one party seeks additional security for another's obligations. The agreement combines two distinct legal concepts: a guarantee (a promise to pay another's debt) and an indemnity (a primary obligation to protect against loss). This document is essential when a lender or contracting party requires additional security beyond the principal debtor's covenant, particularly in high-value transactions or when dealing with special purpose vehicles or subsidiaries. The agreement must comply with both federal and state-specific requirements, including the Statute of Frauds and the Uniform Commercial Code, and may need to address specific state law requirements regarding enforceability and consumer protection.

1. Parties: Identifies all parties to the agreement including the guarantor(s), creditor/beneficiary, and reference to the principal debtor

2. Background: Sets out the context of the guarantee, including reference to the principal agreement or debt being guaranteed

3. Definitions: Defines key terms used throughout the agreement, including 'Guaranteed Obligations' and 'Enforcement Event'

4. Guarantee: Details the primary guarantee obligations, including scope and nature of the guarantee

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

6. Nature of Guarantee and Indemnity: Establishes whether the guarantee is continuing, unconditional, irrevocable, and/or joint and several

7. Representations and Warranties: Sets out guarantor's representations regarding their capacity, authority, and financial condition

8. Preservation of Rights: Explains how the guarantee remains valid despite various changes or circumstances

9. Payments: Details payment obligations, including timing, method, and currency of payments

10. Costs and Expenses: Allocates responsibility for costs related to preparation, enforcement, and amendments

11. Enforcement: Specifies when and how the guarantee can be enforced

12. Assignment and Transfer: Addresses the ability to transfer or assign rights under the guarantee

13. Notices: Specifies how formal communications between parties should be made

14. Governing Law and Jurisdiction: Specifies applicable law and courts for dispute resolution