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The Guarantee and Collateral Agreement is a crucial financing document used in Irish lending transactions where additional security and support for obligations is required. It is commonly employed in corporate financing, project finance, and general lending scenarios where a third party provides both a guarantee of payment/performance and security over assets. The document serves dual purposes: first, it establishes legally binding guarantee obligations under Irish law, and second, it creates security interests over specified assets to secure those obligations. This type of agreement is particularly important in commercial lending structures where lenders require both personal promises of payment (guarantees) and asset-backed security. The document must comply with Irish security and guarantee law requirements, including the Companies Act 2014, the Land and Conveyancing Law Reform Act 2009, and relevant EU regulations. It typically includes detailed provisions for enforcement, realization of security, and protection of the secured party's interests.

1. Parties: Identifies all parties to the agreement including guarantor(s), secured party/beneficiary, and principal debtor

2. Background: Explains the context of the guarantee and security arrangement, including reference to the principal debt obligations

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement

4. Guarantee: Sets out the primary guarantee obligations, including scope, limitations, and nature of the guarantee (continuing, primary, etc.)

5. Security Interest Creation: Establishes the grant of security interest over the collateral

6. Secured Obligations: Defines the obligations secured by the agreement

7. Representations and Warranties: Contains guarantor's representations regarding capacity, ownership of collateral, and other key matters

8. Covenants: Details positive and negative obligations of the guarantor regarding the collateral and general conduct

9. Perfection Requirements: Specifies actions required to perfect the security interest

10. Enforcement: Details rights and remedies upon default, including power of sale and appointment of receivers

11. Payments and Application of Proceeds: Governs how payments are made and proceeds of enforcement are applied

12. Protection of Purchasers: Provisions protecting third-party purchasers of collateral upon enforcement

13. Power of Attorney: Appointment of secured party as attorney to perfect or enforce security

14. Miscellaneous: Standard boilerplate provisions including notices, amendments, assignments, etc.

15. Governing Law and Jurisdiction: Specifies Irish law as governing law and jurisdiction for disputes