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Guaranty And Security Agreement
"I need a Guaranty and Security Agreement under South African law where our parent company and three subsidiary companies will act as guarantors for a R50 million facility agreement, with security over their movable assets and shares in group companies."
1. Parties: Identification of the Guarantor(s), Secured Party/ies, and Principal Debtor(s)
2. Background: Context of the underlying obligations and purpose of the guarantee and security arrangement
3. Definitions and Interpretation: Key terms used in the agreement, including defined terms for secured obligations, collateral, and enforcement events
4. Guarantee Provisions: Core guarantee obligations, including nature and extent of the guarantee, primary vs. secondary nature
5. Security Interest Creation: Express creation of security interests over specified collateral
6. Secured Obligations: Definition and scope of obligations being secured
7. Representations and Warranties: Guarantor's confirmations regarding capacity, ownership of collateral, and absence of restrictions
8. Perfection Requirements: Actions required to perfect security interests, including registration requirements
9. Guarantor's Covenants: Ongoing obligations regarding maintenance and preservation of collateral
10. Events of Default: Circumstances triggering enforcement rights
11. Enforcement Rights: Powers and remedies available upon default
12. Power of Attorney: Appointment of secured party as attorney for perfection and enforcement
13. Costs and Indemnities: Allocation of costs and indemnification obligations
14. Notices: Communication procedures and contact details
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and amendments
1. Multiple Guarantors: Additional provisions for joint and several liability when there are multiple guarantors
2. Special Collateral Provisions: Specific provisions for unique types of collateral such as intellectual property or shares
3. Currency Provisions: Required when guaranteed obligations are in foreign currency
4. Subordination Provisions: When the guarantee needs to be subordinated to other obligations
5. Bank Accounts: Special provisions for security over bank accounts and operation thereof
6. Insurance Requirements: Detailed insurance obligations when significant physical assets are involved
7. Further Advances: Provisions for securing future advances under facility agreements
8. Tax Gross-up: Required when tax implications need to be addressed specifically
1. Schedule 1 - Collateral Description: Detailed description of all assets subject to security interest
2. Schedule 2 - Secured Obligations: List of specific agreements or obligations being guaranteed and secured
3. Schedule 3 - Perfection Requirements: Checklist of required perfection actions for different types of collateral
4. Schedule 4 - Form of Notice to Third Parties: Template notices for perfecting security over certain assets
5. Schedule 5 - Existing Security Interests: List of permitted existing security interests over collateral
6. Appendix A - Resolution of Authority: Corporate resolutions authorizing the guarantee and security
7. Appendix B - Registration Forms: Required statutory forms for security registration
8. Appendix C - Compliance Certificates: Form of periodic compliance certificates if required
Authors
Banking and Financial Services
Corporate Lending
Real Estate and Property Development
Manufacturing
Mining and Resources
Retail and Commercial
Agriculture
Technology and Communications
Infrastructure Development
Energy and Utilities
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Finance
Credit
Operations
Company Secretarial
Portfolio Management
Chief Financial Officer
Legal Counsel
Finance Director
Treasury Manager
Credit Manager
Risk Manager
Corporate Finance Manager
Security Trustee Officer
Compliance Officer
Company Secretary
Transaction Manager
Portfolio Manager
Relationship Manager
Credit Risk Officer
Legal Director
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