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The Guarantee And Collateral Agreement is a crucial document in UAE commercial and financial transactions, providing lenders or beneficiaries with multiple layers of security through both personal guarantees and asset-based collateral. This agreement is commonly used in financing transactions, particularly in corporate lending, real estate development, and major commercial projects within the UAE. The document must be structured to comply with UAE Civil Code requirements, the Security Interest Law, and other relevant federal legislation. It typically includes detailed provisions regarding the scope of guaranteed obligations, description of collateral, enforcement mechanisms, and the rights and obligations of all parties involved. The agreement's dual nature as both a guarantee and security document makes it particularly valuable in the UAE's commercial environment, where strong security packages are often required for significant financial transactions.

1. Parties: Identification of the guarantor, secured party (beneficiary), and principal debtor

2. Background: Context of the guarantee and underlying obligations being secured

3. Definitions and Interpretation: Key terms used throughout the agreement, including defined terms from facility agreements if applicable

4. Guarantee: Core guarantee obligations, including scope, nature (conditional/unconditional), and limitations

5. Security Interest Creation: Creation and granting of security interests over the collateral

6. Secured Obligations: Detailed description of the obligations being secured

7. Representations and Warranties: Guarantor's confirmations regarding capacity, authority, and collateral ownership

8. Perfection and Further Assurance: Requirements for perfecting security and obligations to execute further documents

9. Enforcement: Rights and procedures for enforcing the guarantee and security interests

10. Power of Attorney: Appointment of secured party as attorney for security perfection and enforcement

11. Payments and Discharge: Payment mechanics, currency provisions, and conditions for discharge

12. Costs and Expenses: Allocation of costs related to preparation, registration, and enforcement

13. Assignment and Transfer: Provisions regarding transfer of rights under the agreement

14. Notices: Communication procedures between parties

15. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions