The Guarantee and Collateral Agreement is a crucial document in Canadian secured lending transactions, commonly used when a lender requires additional security beyond the primary borrower's assets. This agreement is particularly relevant when a parent company guarantees a subsidiary's obligations, or when related companies provide cross-guarantees and security. The document must comply with Canadian federal and provincial security laws, including the Personal Property Security Act (PPSA) in common law provinces or the Civil Code in Quebec. It typically includes detailed provisions regarding the scope of the guarantee, the grant of security interests, perfection requirements, enforcement mechanisms, and the rights and obligations of all parties. The agreement is essential in both bilateral and syndicated lending arrangements and can be adapted for various types of collateral, from tangible assets to intellectual property and investment property.
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1. Parties: Identification of all parties: Guarantor(s), Secured Party/Lender, and Principal Debtor
2. Background: Context of the guarantee and security arrangement, reference to primary debt obligations
3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and references to PPSA terms
4. Guarantee: Core guarantee provisions, including scope, nature (absolute/conditional), and continuing guarantee terms
5. Grant of Security Interest: Creation of security interest, description of collateral categories
6. Representations and Warranties: Guarantor's representations regarding authority, ownership of collateral, etc.
7. Covenants: Positive and negative covenants regarding collateral maintenance, reporting, and conduct
8. Perfection Requirements: Requirements for perfecting security interest, including registrations and filings
9. Events of Default: Circumstances constituting default under the agreement
10. Enforcement Rights and Remedies: Rights and remedies upon default, including PPSA remedies
11. Application of Proceeds: Order of application of proceeds from enforcement
12. General Provisions: Standard provisions including notices, amendments, assignments, governing law
1. Multiple Guarantors: Additional provisions for multiple guarantors, including joint and several liability
2. Specific Asset Provisions: Special provisions for specific types of collateral (securities, IP, receivables)
3. Cross-Border Provisions: Additional terms for cross-border enforcement and compliance
4. Subordination: Terms regarding subordination of guarantor claims against principal debtor
5. Currency Provisions: Terms dealing with multiple currencies and exchange rates
6. Quebec Security: Special provisions for Quebec civil law security if applicable
7. Consumer Protection: Additional provisions required when guarantor is a consumer
8. Future Property: Specific provisions dealing with after-acquired property
1. Schedule A - Collateral Description: Detailed description of all collateral covered by the security interest
2. Schedule B - Permitted Liens: List of permitted encumbrances on the collateral
3. Schedule C - Locations of Collateral: List of all locations where collateral is kept
4. Schedule D - Intellectual Property: Details of all intellectual property forming part of the collateral
5. Schedule E - Legal Description of Real Property: Description of any real property related to the collateral
6. Schedule F - Forms: Required forms for perfection of security interest
7. Schedule G - Existing Security Registrations: List of existing registrations against the guarantor
8. Appendix 1 - Guarantee Limit: If applicable, specification of any limits on the guarantee amount
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