Draft Guaranty Agreement

---
name: draft-guaranty-agreement
task_id: banking-finance/draft-guaranty-agreement
description: Drafts a guaranty agreement using the provided template and source documents, and prepares a cover memo flagging open issues, material template changes, and authorization deficiencies.
activates_for: [planner, solver, checker]
---

# Skill: Parent Guaranty Agreement Drafting with Cover Memo

## 1. Subject-matter triage
- Confirm the primary deliverable is the operative guaranty draft, with the cover memo as a secondary advisory document.
- If the sources include multiple drafting variants, borrower/guarantor entities, or execution options, enumerate them first and draft against the one actually supported by the materials.
- Use the source documents to identify the facility context, governing law, notice mechanics, signatories, and any approval limits before finalizing language.
- Draft the agreement first; only after the agreement file is complete should the cover memo be prepared.

## 2. Failure modes the skill is correcting
- Drafting a guaranty without stating whether it is a guaranty of payment or of collection, when direct enforcement is intended.
- Omitting the standard “absolute, unconditional, and continuing” formulation or using those concepts inconsistently across the operative provisions.
- Leaving out customary suretyship-defense waivers that preserve lender enforcement despite notice, acceptance, or procedural objections.
- Failing to include a fraudulent transfer / enforceability savings clause that caps liability at the maximum amount permitted by applicable law.
- Missing a mismatch between transaction exposure and the approving authority in the organizational resolutions or other authorization materials.
- Overlooking the relationship between subrogation waivers, reimbursement claims, and any contribution rights among co-guarantors.
- Inserting template language that conflicts with the source set on notice addresses, execution blocks, governing law, or defined terms.
- Treating the cover memo as a generic summary instead of a targeted issue-spotting note identifying material deviations from the template.

## 3. Legal frameworks / domain conventions that apply
- Guaranty of payment vs. collection: state the intended enforcement model expressly and draft consistently with direct recourse if that is the transaction structure.
- Absolute, unconditional, continuing guaranty: use the customary formulation to avoid arguments that performance conditions or termination events limit enforcement.
- Suretyship waivers: include the customary waivers of presentment, demand, protest, notice of acceptance, notice of nonpayment, diligence, and similar defenses where supported by the sources.
- Fraudulent transfer / enforceability savings clause: tie liability to the maximum enforceable amount under applicable law, using the governing-law concept reflected in the draft.
- Authorization consistency: compare resolutions, consents, incumbency materials, and any cap language against the guaranteed obligation and flag any shortfall.
- Subrogation and reimbursement: determine whether the guarantor’s rights are postponed until the lender is paid in full so the guarantor does not compete with the lender.
- Contribution rights among co-guarantors: if multiple guarantors exist, preserve, subordinate, or coordinate contribution rights in a way that matches the transaction structure.
- Claim coordination: reconcile any waiver of claims against the borrower with the treatment of claims against other guarantors and explain the intended allocation in the memo.
- Notice and execution mechanics: follow the source documents for notice details, counterpart execution, and signature authority rather than relying on generic template assumptions.

## 4. Analytical scaffolds
1. Enforcement model: confirm whether the agreement should allow immediate demand on the guarantor or require prior pursuit of the borrower, and draft the operative clause accordingly.
2. Scope and duration: verify the guaranty covers the intended obligations, remains continuing until release, and aligns with the credit facility definition set.
3. Waiver package: check that the suretyship-defense waivers are complete and internally consistent across all operative sections.
4. Savings clause: ensure the enforceability limitation is tied to the proper legal standard and does not undercut the payment guaranty beyond what law requires.
5. Authorization review: compare the approving documents to the exposed obligation and identify any cap, signer, or entity mismatch.
6. Claim hierarchy: confirm the lender’s claims stay senior to any reimbursement, subrogation, or contribution claims until the debt is fully satisfied.
7. Co-guarantor coordination: if more than one guarantor is involved, ensure the draft handles inter-guarantor contribution and common defenses consistently.
8. Source alignment: reconcile defined terms, references, and exhibits with the template and source package so the final draft does not contain orphaned or inconsistent provisions.
9. Notice / signature mechanics: populate notices, addresses, and signature blocks from the transaction materials and confirm each required signer is included.
10. Cover memo framing: identify material deviations from the template, open issues, and action items; separate drafting choices from unresolved business or legal questions.
11. Authority support: cite the contractual, statutory, or doctrinal basis for each legal proposition relied on in the memo or drafting notes.

## 5. Vertical / structural / temporal relationships
- Keep lender remedies structurally senior to guarantor reimbursement, subrogation, and contribution rights until all secured obligations are paid in full.
- Preserve the temporal sequence between authorization, execution, delivery, and effectiveness so any condition precedent language matches the transaction timeline.
- If the source materials show a cap, threshold, or limitation at one level and a broader obligation at another, surface the mismatch in the memo and avoid silently expanding authority in the draft.
- Where the facility contemplates multiple obligors or phases, make clear which obligations are guaranteed now and which are reserved or excluded.

## 6. Output structure conventions
- Guaranty agreement draft: deliver a complete, operative agreement with defined terms, operative guaranty provisions, waivers, savings language, notices, execution blocks, and any needed schedules or exhibits.
- Cover memo to partner: identify the material template changes, open legal or factual issues, authorization deficiencies, and recommended follow-up.
- In the memo, distinguish drafting edits from judgment calls and note why each material deviation from the template was made.
- Use conventional legal drafting headings and internal organization; do not mirror any hidden evaluation checklist.
- Before finishing, confirm the guaranty draft file is complete and non-empty, then confirm the cover memo file is complete and non-empty.
- If the sources do not support a point, flag it as open rather than inventing language to fill the gap.
- Keep the drafting style conservative, bankable, and internally consistent with the transaction documents.