The General Security Agreement is a fundamental document in secured lending transactions under English and Welsh law. It is used when a lender requires security over multiple asset classes of a borrower as collateral for financial obligations. The agreement details the assets being secured, the secured obligations, the borrower's obligations regarding the secured assets, and the lender's enforcement rights. It must be properly executed and registered to ensure enforceability and priority under English law. This document is particularly important in corporate lending, acquisition finance, and asset-based lending transactions.
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1. Parties: Identifies the secured party and the grantor
2. Background: Context of the security arrangement and underlying obligations
3. Definitions: Key terms used throughout the agreement including relevant legislation
4. Grant of Security: Core security creation provisions and scope of security interest
5. Secured Obligations: Definition and scope of obligations being secured
6. Representations and Warranties: Grantor's statements about secured assets, authority, and compliance with laws
7. Covenants: Ongoing obligations regarding secured assets, maintenance, and reporting
8. Enforcement: Rights and remedies upon default, including power of sale and appointment of receivers
9. Further Assurance: Obligations to execute additional documents and perfect security
10. Miscellaneous: Standard boilerplate provisions including notices, assignments, and amendments
1. Financial Collateral Provisions: Special provisions required when security includes financial collateral such as shares or cash
2. Intellectual Property Provisions: Specific provisions for securing and maintaining intellectual property rights
3. Real Property Provisions: Additional provisions required when securing real estate assets
4. Insurance Provisions: Specific requirements for insurance of secured assets
5. Bank Account Provisions: Special provisions for charged accounts and control agreements
1. Schedule 1 - Secured Assets: Detailed description and/or list of all assets subject to security
2. Schedule 2 - Forms of Notice: Standard form notices required to perfect security interests
3. Schedule 3 - Addresses for Service: Contact details for formal notices under the agreement
4. Schedule 4 - Existing Security: Details of permitted security interests already in place
5. Schedule 5 - Form of Accession Deed: Standard form for additional parties to accede to the security
What is a general security agreement in business finance?
A general security agreement (GSA) in business finance is a legal contract that allows a lender to claim certain assets of a borrower if they fail to repay their loan. It serves as collateral and provides the lender with a security interest over the borrower's assets. In the UK, a GSA is commonly used for small and medium-sized businesses seeking financing from banks or other lenders. It typically covers all present and future assets of the business, such as inventory, equipment, and accounts receivable.
How does a GSA protect lenders in a loan deal?
A General Security Agreement (GSA) is a legal document that provides lenders with a comprehensive security interest over a borrower's assets, including both present and future assets. In a loan deal, a GSA protects lenders by giving them the right to seize and sell the borrower's assets if the borrower defaults on the loan repayments. This serves as collateral, reducing the lender's risk and providing a means of recovering the outstanding debt. The GSA grants the lender a floating charge over the borrower's assets until a default occurs, at which point the charge becomes fixed, allowing the lender to take control of the specified assets.
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