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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."
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
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
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
Banking & Financial Services
Real Estate
Manufacturing
Technology
Infrastructure
Energy
Telecommunications
Healthcare
Retail
Construction
Transportation & Logistics
Legal
Finance
Treasury
Risk Management
Compliance
Credit
Corporate Finance
Operations
Commercial
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
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