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Guarantee And Collateral Agreement
"I need a Guarantee and Collateral Agreement for a mining equipment financing deal where our subsidiary company will guarantee a $50M facility and provide security over its equipment and receivables, with the agreement to be effective from March 2025."
1. Parties: Identifies all parties to the agreement including guarantor(s), secured party/beneficiary, and principal debtor
2. Background: Sets out the context of the guarantee and security arrangement, including reference to the underlying facility or obligation being guaranteed
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Guarantee: Core guarantee provisions including scope of guaranteed obligations, nature of guarantee (continuing, unconditional), and payment obligations
5. Grant of Security Interest: Creates and establishes the security interest over the collateral
6. Secured Obligations: Defines the obligations secured by the collateral
7. Representations and Warranties: Statements of fact and assurances given by the guarantor regarding their capacity and the collateral
8. Undertakings: Ongoing obligations of the guarantor regarding maintenance and dealing with the collateral
9. Events of Default: Circumstances that trigger enforcement rights
10. Enforcement: Rights and remedies of the secured party upon default
11. Power of Attorney: Appointment of secured party as attorney for enforcement purposes
12. Protection of Secured Party: Provisions protecting the secured party's interests and limiting their liability
13. PPSA Provisions: Specific provisions required under the Personal Property Securities Act
14. Payments and Recovery: Procedures for payments and secured party's recovery rights
15. General Provisions: Standard boilerplate clauses including notices, governing law, and jurisdiction
1. Multiple Guarantors: Additional provisions for when there are multiple guarantors, including joint and several liability
2. Specific Asset Provisions: Special provisions for particular types of collateral (e.g., real property, shares, intellectual property)
3. Foreign Currency Provisions: Required when guaranteed obligations or security involves multiple currencies
4. Independent Trustee Provisions: Additional provisions when a guarantor acts as trustee of a trust
5. Marshalling and Administration: Provisions dealing with multiple security interests and their priority
6. Contractual Subordination: Provisions dealing with priority of payments and subordination arrangements
7. Account Bank Provisions: Specific provisions for when security includes bank accounts
8. Insurance Requirements: Detailed insurance obligations when specific insurance is required for collateral
1. Schedule 1 - Guarantor Details: Details of guarantor(s) including name, address, ACN/ABN, and contact information
2. Schedule 2 - Secured Obligations: Detailed description of the guaranteed and secured obligations
3. Schedule 3 - Collateral Description: Detailed description of all assets subject to the security interest
4. Schedule 4 - Specified Documents: List of principal documents relating to the secured obligations
5. Schedule 5 - Security Interest Perfection Requirements: Specific requirements for perfecting security interests in different types of collateral
6. Schedule 6 - Existing Security Interests: Details of any permitted existing security interests over the collateral
7. Appendix A - Notice and Acknowledgment Forms: Template forms for notifying third parties of the security interest
8. Appendix B - Security Interest Release Forms: Template forms for releasing security interests when obligations are discharged
Authors
Banking and Financial Services
Corporate Finance
Real Estate and Property
Manufacturing
Mining and Resources
Infrastructure
Agriculture
Retail and Commercial
Technology and Software
Professional Services
Legal
Finance
Risk Management
Treasury
Compliance
Credit
Commercial
Corporate Secretariat
Security Administration
Transaction Management
Legal Counsel
Finance Director
Chief Financial Officer
Risk Manager
Credit Manager
Commercial Director
Corporate Treasurer
Security Trustee Officer
Compliance Officer
Transaction Manager
Banking Relationship Manager
Corporate Secretary
Financial Controller
Head of Credit
Senior Loan Officer
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