| Guarantee and indemnity: director's guarantee, specific liabilities A personal guarantee and indemnity given by a director of a company of that corporate borrower's specific liabilities . Security has been given by the borrower. The borrower is incorporated in England and Wales. |
| Reservation of rights letter A letter from a lender to a borrower in which the lender reserves its rights under a facility agreement (also known as a loan agreement) to take action against the borrower in respect of a breach of the facility agreement. |
| Board minutes: borrower approving facility agreement and debenture Borrower board minutes approving execution of a facility agreement and debenture. They can also be used for a meeting of the directors of a company to approve other finance documents that the company is proposing to enter in connection with a secured financing transaction and are consistent with the requirements of Standard document, Facility agreement. However, if the facility agreement is not secured by a debenture, use Standard document, Board minutes: borrower approving facility agreement. This document includes integrated drafting notes. |
| Guarantee and indemnity: director's guarantee, all monies An all monies, personal guarantee and indemnity given by a director of a borrower company of the company's debts. The borrower is incorporated in England and Wales. |
| Facility agreement A bilateral, secured, sterling, term facility agreement (also known as a loan agreement) between a single lender and a single borrower. |
| Deed of release: full release A standard form deed of release by which a lender releases all mortgages and charges granted to it by a security provider under a security agreement. |
| Mortgage of shares A standard form mortgage of shares created by a company incorporated in England and Wales in favour of a single corporate lender. This standard document creates a mortgage over all the shares of a private limited company incorporated in England and Wales, together with a fixed charge over all dividends, interest and other rights attaching to those shares. This standard document contains integrated drafting notes and negotiating tips. For detailed information on legal issues that may arise when drafting a mortgage of shares, see Drafting note, About this document below. |
| Guarantee and indemnity: individual guarantor, all monies A personal guarantee given by an individual guarantor which guarantees and indemnifies the lender for the payment of all monies, debts and liabilities of a corporate borrower to that lender. The borrower is incorporated in England and Wales. If the guarantor is an individual who is a director of the borrower, use Standard document, Guarantee and indemnity: director's guarantee, all monies. NOTE: TO AVOID POTENTIAL UNDUE INFLUENCE ISSUES, THE LENDER SHOULD ENSURE THAT THE INDIVIDUAL TAKES SEPARATE LEGAL ADVICE ON THE GUARANTEE. |
| Undertaking to hold a deed of release A letter of undertaking from a law firm acting for a lender regarding the release of security. The law firm confirms that it holds a deed of release to the lender's order and undertakes to forward it to the security provider's lawyers once the lender confirms that it has received an agreed sum of money to enable it to release a mortgage or charge. |
| Guarantee and indemnity: corporate guarantor, specific liabilities A specific liabilities guarantee and indemnity given by a corporate guarantor of a company. Both companies are incorporated in England and Wales and security has been given by the borrower. |
| Shareholders' resolution: approving guarantee and indemnity Specimen special resolution passed by the shareholders for the purposes of section 39 of the Companies Act 2006 in relation to approval and execution of a guarantee and indemnity. In the case of a private limited company the directors may ask the shareholders to pass a written special resolution rather than convene a general meeting. However, a public limited company must convene a general meeting of shareholders to pass an appropriate resolution. For more information on general meetings, see PLC Corporate, Practice note, General meetings (including AGMs) - conduct of the meeting and PLC Corporate, Practice note, General meetings (including AGMs): preparation and notice: 1 October 2007. For more information on special resolutions, see PLC Corporate, Practice note, Special resolutions: Companies Act 2006. For more information on written resolutions, see PLC Corporate, Practice note, Written resolutions: Companies Act 2006. |
| Waiver letter A letter from a lender to a borrower waiving a breach of one or more obligations of the borrower under a facility agreement (also known as a loan agreement). This standard document includes integrated drafting notes. |
| Guarantee and indemnity: cross-guarantee, corporate guarantors, all monies An all monies guarantee and indemnity given by one or more corporate guarantors over obligations owed by multiple obligors (cross-guarantee). Each of the guarantors and the borrowers are companies incorporated in England and Wales. |
| Board minutes: guarantor approving guarantee and indemnity Outline board minutes of a parent, subsidiary or group company approving a guarantee and indemnity of a parent, subsidiary or group company's obligations. |
| Guarantee and indemnity: corporate guarantor, all monies An all monies guarantee and indemnity given by a corporate guarantor over obligations owed by a company. Both the guarantor and the borrower are incorporated in England and Wales. |
| Director's certificate A standard form director's certificate (also known as an officer's certificate) to be provided by a director of a company which is a borrower or which is giving a guarantee or other security under a loan facility agreement. The standard document includes integrated drafting notes and negotiating tips. For detailed information on legal issues that may arise when drafting a director's certificate, see Drafting note, General document notes. |
| Debenture A standard form debenture created by a company incorporated in England and Wales in favour of a single corporate lender. This standard document creates a mortgage over properties, fixed charges over a range of other assets and assignments by way of security over the benefit of contracts and insurance policies, together with a floating charge over assets not otherwise mortgaged, charged or assigned. This standard document contains integrated drafting notes and negotiating tips. For detailed information on legal issues that may arise when drafting a debenture, see Drafting note, About this document below. |
| Condition precedent waiver letter A letter waiving certain conditions precedent under a facility agreement (also known as a loan agreement). |
| Demand for loan repayment Form of demand for repayment of a loan to be served on a borrower by a lender following an event of default under a facility agreement (also known as a loan agreement). This standard document includes integrated drafting notes. |
| Board minutes: borrower approving facility agreement Borrower board minutes approving execution of a facility agreement. They can also be used for a meeting of the directors of a company to approve other finance documents that the company is proposing to enter in connection with an unsecured financing transaction and are consistent with the requirements of Standard document, Facility agreement. However, if the facility agreement is to be secured by a debenture, use Standard document, Board minutes: borrower approving facility agreement and debenture. This document includes integrated drafting notes. |
| Deed of release: partial release A standard form deed of release by which a lender releases some, but not all, of the mortgages and charges granted to it by a security provider under a security agreement. |
| Mortgage of chattels A standard form chattel mortgage created by a company incorporated in England and Wales in favour of a single corporate lender. This standard document, Mortgage of chattels creates a mortgage and a fixed charge over the chattels of a private limited company incorporated in England and Wales, together with an assignment of all rights and agreements relating to those chattels. This standard document contains integrated drafting notes and negotiating tips. For detailed information on legal issues that may arise when drafting a mortgage of chattels, see Drafting note, Drafting assumptions and legal issues. |
| Guarantee and indemnity: individual guarantor, specific liabilities A personal guarantee given by an individual guarantor who guarantees and indemnifies the lender for the payment of all payment obligations and liabilities of a corporate borrower due, owing or incurred to that lender under a facility agreement. The borrower is incorporated in England and Wales. If the guarantor is an individual who is a director of the borrower, use Standard document, Guarantee and indemnity: director's guarantee, specific liabilities. NOTE: TO AVOID POTENTIAL UNDUE INFLUENCE ISSUES, THE LENDER SHOULD ENSURE THAT THE INDIVIDUAL TAKES SEPARATE LEGAL ADVICE ON THE GUARANTEE. |