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Guarantee And Collateral Agreement Template for Switzerland

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Key Requirements PROMPT example:

Guarantee And Collateral Agreement

"I need a Swiss law Guarantee and Collateral Agreement to secure a CHF 5 million loan to our manufacturing subsidiary, with the parent company as guarantor and security over the subsidiary's equipment and receivables."

Document background
The Guarantee and Collateral Agreement is a crucial document in Swiss secured financing transactions, providing both personal guarantee commitments and asset-based security. It is commonly used in corporate lending, project finance, and other commercial transactions where additional security is required to support financial obligations. The agreement must strictly comply with Swiss law requirements, particularly regarding form requirements for guarantees under the Swiss Code of Obligations and security interest provisions under the Swiss Civil Code. It details the scope of guaranteed obligations, describes the pledged collateral, establishes enforcement mechanisms, and outlines the rights and obligations of all parties involved. This type of agreement is particularly important in cross-border transactions where Swiss entities or assets are involved, and it can be adapted to various types of collateral including movable assets, receivables, bank accounts, and intellectual property.
Suggested Sections

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

2. Background: Context of the guarantee and security arrangement, including the underlying obligations being secured

3. Definitions and Interpretation: Key terms used throughout the agreement, including defined terms for types of collateral and secured obligations

4. Guarantee: Core guarantee provisions, including the scope, maximum amount (as required by Swiss law), and nature of the guarantee obligations

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

6. Representations and Warranties: Standard representations regarding authority, ownership of collateral, and absence of encumbrances

7. Covenants: Ongoing obligations regarding maintenance and preservation of collateral

8. Enforcement: Rights and procedures for enforcing the guarantee and security interests upon default

9. Payments and Application of Proceeds: Rules for applying proceeds from enforcement or collateral

10. Power of Attorney: Appointment of secured party as attorney-in-fact for enforcement purposes

11. Notices: Communication procedures between parties

12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

Optional Sections

1. Financial Covenants: Additional financial maintenance requirements for guarantor - include when guarantor is a corporate entity

2. Bank Accounts: Specific provisions for bank account pledges - include when bank accounts form part of collateral

3. Intellectual Property: Specific provisions for IP security - include when IP assets form part of collateral

4. Insurance: Requirements for insurance of collateral - include for physical assets

5. Subordination: Subordination provisions - include when there are multiple creditors

6. Tax Gross-up: Tax provisions - include for cross-border transactions

7. Currency Provisions: Currency conversion rules - include for multi-currency facilities

8. Further Assurance: Obligations to execute additional documents - include for complex collateral structures

Suggested Schedules

1. Schedule 1 - Collateral Description: Detailed description of all assets subject to security interests

2. Schedule 2 - Secured Obligations: Description of the obligations being guaranteed and secured

3. Schedule 3 - Perfection Requirements: List of required filings and registrations for security interests

4. Schedule 4 - Form of Notice: Standard forms for notifications to third parties

5. Schedule 5 - Bank Account Details: Details of relevant bank accounts and payment instructions

6. Appendix A - Form of Transfer Certificate: Standard form for transferring rights under the agreement

7. Appendix B - Security Filing Forms: Required forms for security interest registration

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions








































Clauses






























Relevant Industries

Banking & Financial Services

Real Estate

Manufacturing

Technology

Infrastructure

Energy

Telecommunications

Healthcare

Retail

Construction

Transportation & Logistics

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Credit

Corporate Finance

Operations

Commercial

Relevant Roles

Chief Financial Officer

Treasury Manager

Legal Counsel

Risk Manager

Corporate Finance Director

Credit Manager

Compliance Officer

Security Trustee

Transaction Manager

Portfolio Manager

Commercial Director

Finance Director

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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