# Draft Guaranty Agreement > 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. - Skill: `finchipaiorg/draft-guaranty-agreement` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-guaranty-agreement` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-guaranty-agreement/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/draft-guaranty-agreement --- # 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.