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Guarantee And Collateral Agreement
"I need a Guarantee and Collateral Agreement for a syndicated loan facility closing in March 2025, where three corporate guarantors will provide security over their assets including real estate, machinery, and receivables, with the security to be held by a security trustee for a consortium of five banks."
1. Parties: Identifies the guarantor, secured party/beneficiary, and principal debtor
2. Background: Explains the underlying transaction and purpose of the guarantee and security
3. Definitions and Interpretation: Defines key terms and establishes interpretation rules
4. Guarantee: Sets out the primary guarantee obligations and their scope
5. Nature of Guarantee: Specifies whether continuing guarantee, defines guaranteed obligations
6. Security Interest Creation: Creates the security interest over the collateral
7. Representations and Warranties: Standard and security-specific representations by the guarantor
8. Covenants: Positive and negative obligations regarding the collateral and guarantee
9. Rights and Obligations: Details the rights of the secured party and obligations of the guarantor
10. Events of Default: Lists circumstances constituting default and consequences
11. Enforcement: Procedures and rights for enforcing the guarantee and security
12. Power of Attorney: Appointment of secured party as attorney for enforcement purposes
13. Indemnity: Indemnification provisions for secured party
14. Expenses and Payments: Provisions regarding costs, expenses, and payment mechanics
15. Miscellaneous: Standard boilerplate provisions including notices, amendments, governing law
1. Security Trustee Provisions: Required when security is held by a trustee for multiple beneficiaries
2. Currency Provisions: Required for cross-border transactions involving multiple currencies
3. Tax Provisions: Detailed tax provisions needed for complex transactions or cross-border deals
4. Priority Arrangements: Required when there are multiple secured creditors
5. Further Assurance: Detailed provisions for additional documentation or perfection requirements
6. Insurance: Detailed insurance requirements for specific types of collateral
7. Bank Account Control: Required when bank accounts form part of the collateral
8. Intellectual Property: Required when IP assets form part of the collateral
1. Schedule 1 - Collateral Description: Detailed description of all assets subject to security
2. Schedule 2 - Secured Obligations: Detailed description of the obligations being guaranteed and secured
3. Schedule 3 - Perfection Requirements: List of all required filings and registrations
4. Schedule 4 - Forms of Notices: Standard form notices for third parties regarding the security
5. Schedule 5 - Existing Security Interests: List of permitted existing security interests over the collateral
6. Schedule 6 - Bank Accounts: Details of all bank accounts subject to security
7. Appendix A - Form of Accession Deed: Standard form for additional parties to accede to the agreement
8. Appendix B - Form of Security Power of Attorney: Standard form of power of attorney for enforcement
Authors
Banking
Financial Services
Real Estate
Infrastructure
Manufacturing
Technology
Telecommunications
Energy
Healthcare
Retail
Hospitality
Agriculture
Mining
Construction
Trading
Legal
Finance
Risk Management
Compliance
Treasury
Credit
Corporate Secretarial
Banking Operations
Business Development
Security Administration
Chief Financial Officer
Legal Counsel
Finance Director
Credit Manager
Risk Manager
Corporate Lawyer
Security Trustee
Loan Officer
Compliance Officer
Transaction Manager
Business Development Manager
Company Secretary
Financial Controller
Treasury Manager
Banking Relationship Manager
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