[{"data":1,"prerenderedAt":511},["ShallowReactive",2],{"document-guarantee-and-postponement-of-claims-D883":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":510},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"GUARANTEE AND POSTPONEMENT OF CLAIMS AGREEMENT This Guarantee and Postponement of Claims Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST GUARANTOR NAME] (the \"First Guarantor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND GUARANTOR NAME] (the \"Second Guarantor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [CREDITOR NAME] (the \"Creditor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] IN CONSIDERATION OF the sum of [AMOUNT] and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Guarantor (jointly and severally with every other Guarantor) agrees with the Creditor as follows: GUARANTEED OBLIGATIONS The Guarantor irrevocably and unconditionally guarantees the due and punctual payment and performance of all debts, liabilities and obligations (collectively the \"Guaranteed Obligations\") of [name of debtor] (the \"Debtor\") to the Creditor whenever, however or wherever incurred and any ultimate unpaid balance thereof. COSTS AND EXPENSES The Guarantor agrees to pay the Creditor, upon demand, all out-of-pocket costs and expenses (including, without limitation, legal fees on a solicitor and client basis) incurred by or on behalf of the Creditor in connection with enforcing any of its rights against the Debtor in respect of the Guaranteed Obligations or against the Guarantor. RIGHT TO IMMEDIATE PAYMENT The Creditor shall not be bound to seek or exhaust its recourse against the Debtor or any other persons or to realize on any securities it may hold in respect of the Guaranteed Obligations before being entitled to payment from the Guarantor under this agreement and the Guarantor renounces all benefits of discussion and division. PAYMENT ON DEMAND The liability of the Guarantor shall be payable immediately upon written demand and such demand shall be conclusively deemed to have been effectually made and given when an envelope containing such demand, addressed to the Guarantor, is delivered to the attention of the Guarantor at the address of the Guarantor set forth in this agreement or at such other address as the Guarantor may from time to time designate to the Creditor in writing. The liability of the Guarantor shall bear interest from the date of such demand and both before and after judgment at the rate of [PERCENTAGE %] per annum. STATEMENT OF ACCOUNTS Any account settled or stated by or between the Creditor and the Debtor, or if any such account has not been so stated or settled prior to any demand for payment, any account stated by the Creditor shall, in the absence of manifest error, be accepted by the Guarantor as conclusive evidence that the amount of the Guaranteed Obligations so settled or stated is due and payable by the Debtor to the Creditor. LIABILITY ABSOLUTE The liability of the Guarantor hereunder shall be absolute and unconditional and shall not be affected by: the invalidity, unenforceability or illegality, in whole or in part, of any agreements, instruments or other documents held by the Creditor to create, represent or evidence any Guaranteed Obligations; any defence, counterclaim or right of set-off available to the Debtor; any change in the name, objects, capital, constating documents or by-laws of the Debtor; any amalgamation, merger or re-organization of the Debtor or, if a partnership, in the firm, including, without limitation, by reason of the death, retirement or admission for membership of any partners (in which case this agreement shall apply to the corporation or partnership, as the case may be, resulting or continuing therefrom); or any [YOUR COUNTRY LAW], regulation or other circumstance which might otherwise constitute, in whole or in part, a defense available to, or a discharge of, the Guarantor, the Debtor or any other persons, firms or corporations in respect of the Guaranteed Obligations or the liability of the Guarantor. DEALINGS BY CREDITOR The Creditor may, without giving notice to or obtaining the consent of the Guarantor, grant extensions of time and other indulgences, take and give up securities, accept compositions, grant releases and discharges, whether full, partial, conditional or otherwise, perfect or final to perfect any securities, release any undertaking, property or assets charged by any securities to [NUMBER] [COMPANY NAME] and otherwise deal or fail to deal with the Debtor and others (including, without limitation, and other guarantors) and securities, hold any moneys received from the Debtor and others or from any securities unappropriated, apply such moneys against such part of the Guaranteed Obligations and change any such application in whole or in part from time to time, all as the Creditor may see fit, without prejudice to or in any way discharging or diminishing the liability of the Guarantor and no loss of or in respect of any securities received by the Creditor from the Debtor or any other persons, whether occasioned through the fault of the Creditor or otherwise, shall in any way discharge or diminish the liability of the Guarantor. LIABILITY AS PRINCIPAL DEBTOR All debts, liabilities and obligations purporting to be incurred by the Debtor and owing to the Creditor shall form part of the Guaranteed Obligations notwithstanding any incapacity, disability, or lack or limitation of status or power of the Debtor or any of its directors, officers or agents or that the Debtor may not be a legal entity or any irregularity or defect or informality in the incurring of such debts, liabilities or obligations and any such debts, liabilities and obligations which may not be recoverable from the Guarantor as guarantor shall be recoverable from the Guarantor as principal debtor upon demand and with interest, calculated and payable as provided in this agreement. CONTINUING NATURE AND REINSTATEMENT This agreement is a continuing guarantee and shall apply to and secure payment of all Guaranteed Obligations and any ultimate unpaid balance thereof. This agreement shall be reinstated if at any time any payment of any Guaranteed Obligations is rescinded or must otherwise be returned by the Creditor upon the insolvency, bankruptcy or reorganization of the Debtor or for any other reason whatsoever, all as though such payment had not been made. LIQUIDATION, BANKRUPTCY, ETC.",null,"Guarantee and Postponement of Claims","5",58,"doc","https://templates.business-in-a-box.com/imgs/1000px/guarantee-and-postponement-of-claims-D883.png","https://templates.business-in-a-box.com/imgs/250px/883.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#883.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"guarantee postponement claims","Guarantee and Postponement of Claims Template","https://templates.business-in-a-box.com/imgs/400px/883.png",[24,16,19],{"label":25,"url":26},"Templates","/templates/",[28,29,30],{"label":25,"url":26},{"label":17,"url":18},{"label":31,"url":32},"Guaranties & Collateral","/templates/guaranties-and-collateral/",[34,38,42,46,50,54,58,62,66,70,74,78,82,101,117,133,149,163],{"label":35,"url":36,"thumb":37,"extension":10},"Guarantee Assignement and Postponement of Claim","/template/guarantee-assignement-and-postponement-of-claim-D943","https://templates.business-in-a-box.com/imgs/250px/943.png",{"label":39,"url":40,"thumb":41,"extension":10},"Guarantee of Account","/template/guarantee-of-account-D400","https://templates.business-in-a-box.com/imgs/250px/400.png",{"label":43,"url":44,"thumb":45,"extension":10},"Personal Guarantee","/template/personal-guarantee-D405","https://templates.business-in-a-box.com/imgs/250px/405.png",{"label":47,"url":48,"thumb":49,"extension":10},"Money Back Guarantee","/template/money-back-guarantee-D13025","https://templates.business-in-a-box.com/imgs/250px/13025.png",{"label":51,"url":52,"thumb":53,"extension":10},"Warranty and Guarantee Policy","/template/warranty-and-guarantee-policy-D13800","https://templates.business-in-a-box.com/imgs/250px/13800.png",{"label":55,"url":56,"thumb":57,"extension":10},"Checklist Worker's Compensation Claims","/template/checklist-worker-s-compensation-claims-D475","https://templates.business-in-a-box.com/imgs/250px/475.png",{"label":59,"url":60,"thumb":61,"extension":10},"Guarantee Agreement","/template/guarantee-agreement-D5194","https://templates.business-in-a-box.com/imgs/250px/5194.png",{"label":63,"url":64,"thumb":65,"extension":10},"Guarantee of Claim Promissory Note","/template/guarantee-of-claim-promissory-note-D884","https://templates.business-in-a-box.com/imgs/250px/884.png",{"label":67,"url":68,"thumb":69,"extension":10},"8 Habits That Guarantee Success For Business Professionals","/template/8-habits-that-guarantee-success-for-business-professionals-D13594","https://templates.business-in-a-box.com/imgs/250px/13594.png",{"label":71,"url":72,"thumb":73,"extension":10},"Security Policy","/template/security-policy-D12645","https://templates.business-in-a-box.com/imgs/250px/12645.png",{"label":75,"url":76,"thumb":77,"extension":10},"Content Security Policy","/template/content-security-policy-D13937","https://templates.business-in-a-box.com/imgs/250px/13937.png",{"label":79,"url":80,"thumb":81,"extension":10},"Cyber Security Policy","/template/cyber-security-policy-D12867","https://templates.business-in-a-box.com/imgs/250px/12867.png",{"description":83,"descriptionCustom":6,"label":84,"pages":85,"size":86,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":92,"keywords":91,"url":100},"LOAN AGREEMENT This Loan Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Promise to Pay Within [NUMBER] months from today, Borrower promises to pay to Lender the sum of [AMOUNT], and interest and other charges stated below. Responsibility Although this Agreement may be signed below by more than one person, Borrower understands that both parties are individuals responsible for paying back the full amount. Breakdown of Loan Amount of Loan: Other (Describe): Amount Financed: Finance Charge: Total of Payments: Annual Rate: Repayment Borrower will repay the amount of this note in [NUMBER] equal uninterrupted monthly installments of [AMOUNT] each on the [DAY] of each month starting on the [DATE], and ending on [DATE]. Prepayment Borrower has the right to prepay the whole outstanding amount at any time","Loan Agreement","2",513,"https://templates.business-in-a-box.com/imgs/1000px/loan-agreement-D417.png","https://templates.business-in-a-box.com/imgs/250px/417.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#417.xml",{"title":91,"description":6},"loan agreement",[93,96,99],{"label":94,"url":95},"Finance & Accounting","finance-accounting",{"label":97,"url":98},"Business Loans","business-loan",{"label":97,"url":98},"/template/loan-agreement-D417",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":86,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":116},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":109,"description":6},"non disclosure agreement nda",[111,113],{"label":17,"url":112},"business-legal-agreements",{"label":114,"url":115},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":118,"descriptionCustom":6,"label":119,"pages":104,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":131,"url":132},"PROMISSORY NOTE This Promissory Note (the \"Note\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS FOR VALUE RECEIVED, the Borrower promises to pay to the order of Lender, at its principal office located at [ADDRESS], or at such other place that is designated in writing by the holder hereof, the principal sum of [AMOUNT], together with all charges and interest herein provided, payable at the rate and in the manner hereinafter set forth: Borrower shall make monthly payments of principal and interest at the rate of [%] per annum based upon an amortization of [NUMBER] months. Monthly payments shall be due on or before the first day of each month with the first payment being due on or before [DATE]. If not sooner paid, all amounts due under this Note, including principal, interest and other charges shall be due and payable in full on or before the first day of [MONTH], [YEAR] (the \"Maturity Date\"). Time is of the essence of the payment obligations hereunder and each monthly payment shall be due and payable on or before the first day of each month. This Note is and will be secured by a certain first priority security interest in all of the tangible and intangible property of the Borrower, to be recorded in all applicable governmental offices. The parties shall execute a separate security agreement, in form and substance acceptable to the Lender in all respects. Borrower agrees to execute any such security agreements presented by the Lender or other documents required by the Lender in order to perfect its security interest in the above described property. Said Security Agreement and any other instruments and documents executed in connection with or given as security for this Note shall hereinafter be referred to collectively as the \"Loan Documents.\" All of the terms, covenants, Conditions, representations and warranties contained in the Loan Documents are hereby made part of this Note to the same extent and with the same force and effect as if fully set forth herein. If all or any portion of any payment due hereunder is not received by the Lender within [NUMBER] calendar days after the date when such payment is due, Borrower shall pay a late charge equal to [%] of such payment, such late charge to be immediately due and payable without demand by Lender. Borrower shall have the right to prepay all (but not a portion) of the indebtedness evidenced by this Note at any time, by paying the Lender an amount equal to the sum of (I) the principal balance then outstanding, (ii) all interest accrued to the date of such prepayment, (iii) all interest calculated through the Maturity Date, and (iv) any late charge or charges then due and owing. If any payment under this Note is not paid in full by the [DAY] of any month during the term hereof or if the entire amount due as represented by this Note is not paid in full on or before the Maturity Date, or should default be made in the performance or observation of any of the terms, covenants, or conditions contained in the Loan Documents, or if any representation or warranty contained in the Loan Documents is breached or is or becomes untrue, this Note shall be in default, and the entire principal amount outstanding hereunder, accrued interest thereon, all late charges, if any, and any and all other charges due hereunder, shall, at Lender's option, immediately become due and payable, without further notice, the giving of such notice being expressly waived by the Borrower","Promissory Note",39,"https://templates.business-in-a-box.com/imgs/1000px/promissory-note-D434.png","https://templates.business-in-a-box.com/imgs/250px/434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#434.xml",{"title":6,"description":6},[126,127,128],{"label":94,"url":95},{"label":97,"url":98},{"label":129,"url":130},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":86,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":142,"keywords":147,"url":148},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: demand for extension of payment date Dear [Contact name], This will acknowledge our telephone conversation of this date. As was stated in our letter dated [Date], we should be receiving our financing by [Date].","Demand for Extension of Payment Date","1","https://templates.business-in-a-box.com/imgs/1000px/demand-for-extension-of-payment-date-D444.png","https://templates.business-in-a-box.com/imgs/250px/444.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#444.xml",{"title":141,"description":6},"demand for extension of payment date",[143,144],{"label":94,"url":95},{"label":145,"url":146},"Administration","business-administration","demand for extension payment date","/template/demand-for-extension-of-payment-date-D444",{"description":150,"descriptionCustom":6,"label":151,"pages":152,"size":153,"extension":10,"preview":154,"thumb":155,"svgFrame":156,"seoMetadata":157,"parents":158,"keywords":161,"url":162},"SECURITY AGREEMENT This Security Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [SECURED PARTY NAME] (the \" Secured Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Debtor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] For value received, the undersigned Debtor, promises to pay to the order of [name], together with any other holder of this note (\"Secured Party\"), [amount], with interest at the rate of [%] per annum. Payment shall be made in successive equal monthly installments of [amount]. Each such Installment is payable on the [day] of each month, commencing on [date]. Recitals WHEREAS, the Secured Party has extended to the Debtor a certain loan as evidenced by a certain promissory note, in the original principal amount equal to [amount] dated on even date herewith (the \"Note\"); and WHEREAS, the Debtor wishes to grant a first priority security interest in and to all of the Debtor's tangible and intangible personal property pursuant to the terms hereof; NOW, THEREFORE, for and in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto covenant and agree as follows: DEFINITIONS The following terms shall have the meanings herein specified unless the context otherwise requires. Such definitions shall be equally applicable to the singular and plural forms of the terms defined: \"Contracts\" shall mean all contracts between the Debtor and one or more additional parties. \"Contract Rights\" shall mean all rights of the Debtor (including, without limitation, all rights to payment) under each Contract. \"Copyrights\" shall mean any [country] copyright to which the Debtor now or hereafter has title, as well as any application for a [country] copyright hereafter made by the Debtor. \"Equipment\" shall mean any \"equipment,\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all machinery, equipment, furnishings, fixtures and vehicles now or hereafter owned by the Debtor and any and all additions, substitutions and replacements of, any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto. \"General Intangibles\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Goods\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Inventory\" shall mean all raw materials, workinprocess, and finished inventory of the Debtor of every type or description and all documents of title covering such inventory, and shall specifically include all \"inventory\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by the Debtor. \"Marks\" shall mean any trademarks and service marks now held or hereafter acquired by the Debtor, which are registered in the [country] Patent and Trademark Office, as well as any unregistered marks used by the Debtor in the [COUNTRY] and trade dress, including logos and/or designs, in connection with which any of these registered or unregistered marks are used. \"Obligations\" shall mean: (i) all indebtedness, obligations and liabilities (including, without limitation, guarantees and other contingent liabilities) of the Debtor to the Secured Party, including but not limited to the Note; (ii) any and all sums advanced by the Secured Party in order to preserve the Collateral or preserve its security interest in the Collateral; and (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Debtor referred to in clause (i), after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys' fees and court costs. \"Patents\" shall mean any [country] patent to which the Debtor now or hereafter has title, as well as any application for a [country] patent now or hereafter made by Debtor. \"Proceeds\" shall have the meaning assigned that term under the [law or code] as in effect in the State of [state/province] on the date hereof or under other relevant law and, in any event, shall include, but not be limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Secured Party or the Debtor from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to the Debtor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral. \"Receivables\" shall mean any \"account\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [STATE/PROVINCE], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all of the Debtor's rights to payment for goods sold or leased or services performed by the Debtor, whether now in existence or arising from time to time hereafter, including, without limitation, rights evidenced by an account, note, contract, security agreement, or other evidence of indebtedness or security, together with (i) all security pledged, assigned, hypothecated or granted to or held by the Debtor to secure the foregoing; (ii) all of the Debtor's right, title and interest in and to any goods, the sale of which gave rise thereto; (iii) all guarantees, endorsements and indemnifications on, or of, any of the foregoing; (iv) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith; (v) all books, records, ledger cards and invoices relating thereto; (vi) all evidences of the filing of financing statements and other statements and the registration of other instruments in connection therewith and amendments thereto, notices to other creditors or secured parties, and certificates from filing or other registration officers; (vii) all credit information, reports and memoranda relating thereto and (viii) all other writings related in any way to the foregoing. GRANT OF SECURITY INTEREST The Debtor does hereby grant to the Secured Party a continuing security interest of first priority in all of the right, title and interest of the Debtor in, to and under all of the following property whether now existing or hereafter created or arising: ","Security Agreement","10",96,"https://templates.business-in-a-box.com/imgs/1000px/security-agreement-D915.png","https://templates.business-in-a-box.com/imgs/250px/915.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#915.xml",{"title":6,"description":6},[159,160],{"label":17,"url":112},{"label":17,"url":112},"security agreement","/template/security-agreement-D915",{"description":164,"descriptionCustom":6,"label":165,"pages":85,"size":166,"extension":10,"preview":167,"thumb":168,"svgFrame":169,"seoMetadata":170,"parents":171,"keywords":174,"url":175},"INDEMNITY AGREEMENT This is an Indemnity Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Indemnitor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [INDEMNITEE NAME] (the \"Indemnitee\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] In consideration of the sum of [AMOUNT], and other good and valuable consideration, receipt of which is acknowledged, on behalf of themselves, their heirs, assigns and successors, jointly and severally enter into this Indemnity Agreement to hold each other harmless form any suit, liability, claim, action or loss arising out of the below described incident, the parties agree as follows: LIABILITY, LOSS OR DAMAGE","Indemnity Agreement",30,"https://templates.business-in-a-box.com/imgs/1000px/indemnity-agreement-D885.png","https://templates.business-in-a-box.com/imgs/250px/885.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#885.xml",{"title":6,"description":6},[172,173],{"label":17,"url":112},{"label":17,"url":112},"intercreditor agreement","/template/intercreditor-agreement-D885",false,{"seo":178,"reviewer":191,"legal_disclaimer":195,"quick_facts":196,"at_a_glance":198,"personas":202,"variants":227,"glossary":253,"clauses":287,"how_to_fill":336,"common_mistakes":377,"faqs":394,"industries":422,"comparisons":439,"diy_vs_lawyer":452,"jurisdictions":465,"related_template_ids_curated":486,"schema":497,"classification":498},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"Guarantee And Postponement Of Claims Template | BIB","Free guarantee and postponement of claims template for lenders and creditors. Covers guarantor obligations, debt subordination, and postponement triggers.","guarantee and postponement of claims template",[183,184,185,186,187,188,189,190],"guarantee and postponement of claims","debt postponement agreement template","subordination and guarantee agreement","guarantor postponement clause","commercial guarantee template word","postponement of shareholder loans","lender guarantee agreement template","subordinated debt guarantee",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":197,"legal_review_recommended":195,"signature_required":195,"notarization_required":176},"advanced",{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"A Guarantee and Postponement of Claims is a legally binding agreement in which a guarantor (typically a shareholder, director, or related party) both guarantees a borrower's obligations to a senior lender and agrees to postpone — that is, subordinate — any claims they hold against the borrower until the senior debt is fully repaid. This free Word download gives you a structured, lender-ready document you can edit online and export as PDF for execution by all parties.\n","Use it when a lender requires a related-party creditor — such as a shareholder who has made a loan to a company — to both guarantee the senior debt and agree not to collect their own loan until the senior lender has been paid in full. It is standard in SME lending, acquisition financing, and any transaction where insider debt exists alongside institutional credit.\n","Guarantee of the borrower's full obligations to the lender, postponement of the guarantor's claims against the borrower, restrictions on repayment of insider debt, enforcement rights, events triggering immediate demand, and indemnity provisions covering costs of enforcement.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Shareholders and directors","Satisfying a bank's requirement to guarantee and subordinate personal loans made to their company","persona-small-business-owner",{"title":208,"use_case":209,"icon_asset_id":210},"Commercial lenders and banks","Securing a guarantor's commitment and ensuring insider claims cannot be repaid ahead of senior debt","persona-lender",{"title":212,"use_case":213,"icon_asset_id":214},"Corporate lawyers","Documenting subordination and guarantee obligations in a structured financing transaction","persona-corporate-lawyer",{"title":216,"use_case":217,"icon_asset_id":218},"Acquisition finance advisors","Structuring seller-note subordination alongside senior acquisition debt","persona-m-and-a-advisor",{"title":220,"use_case":221,"icon_asset_id":222},"CFOs of SMEs","Complying with a lending covenant that requires postponement of related-party loans","persona-cfo",{"title":224,"use_case":225,"icon_asset_id":226},"Private equity and holding companies","Managing intercompany debt priority across portfolio entities in a leveraged structure","persona-private-equity",[228,231,235,239,243,247,250],{"situation":229,"recommended_template":7,"slug":230},"Shareholder loan must be subordinated to a bank credit facility","guarantee-and-postponement-of-claims-D883",{"situation":232,"recommended_template":233,"slug":234},"Personal guarantee only, without a postponement of insider claims","Personal Guarantee Agreement","personal-guarantee-D405",{"situation":236,"recommended_template":237,"slug":238},"Seller note must rank behind acquisition debt in priority","Subordination Agreement","subordination-agreement-D423",{"situation":240,"recommended_template":241,"slug":242},"Multiple creditors agreeing on a priority waterfall","Intercreditor Agreement","non-profit-partnership-agreement-D14023",{"situation":244,"recommended_template":245,"slug":246},"Guarantor seeks to limit exposure to a fixed maximum amount","Limited Guarantee Agreement","guarantee-agreement-D5194",{"situation":248,"recommended_template":249,"slug":246},"Corporate parent guaranteeing a subsidiary's obligations","Corporate Guarantee Agreement",{"situation":251,"recommended_template":252,"slug":234},"Guarantee required alongside a loan agreement for an SME borrower","Loan Agreement with Personal Guarantee",[254,257,260,263,266,269,272,275,278,281,284],{"term":255,"definition":256},"Guarantor","The person or entity who promises to repay a borrower's debt to the lender if the borrower defaults.",{"term":258,"definition":259},"Postponed Claims","Debts or obligations owed by the borrower to the guarantor that the guarantor agrees to defer collecting until the senior lender is fully repaid.",{"term":261,"definition":262},"Senior Debt","Debt that ranks first in priority for repayment — typically a bank loan or credit facility — ahead of all subordinated or deferred obligations.",{"term":264,"definition":265},"Subordination","A contractual arrangement in which one creditor agrees that their claim against a debtor ranks below another creditor's claim for repayment purposes.",{"term":267,"definition":268},"Insider Debt","Loans or advances made to a company by related parties such as shareholders, directors, or affiliated entities.",{"term":270,"definition":271},"Demand Guarantee","A guarantee that allows the lender to demand payment from the guarantor immediately upon the borrower's default, without first exhausting remedies against the borrower.",{"term":273,"definition":274},"Continuing Guarantee","A guarantee that covers all present and future obligations of the borrower to the lender, not just a single transaction or fixed amount.",{"term":276,"definition":277},"Principal Obligor","A clause in which the guarantor agrees to be liable as if they were the primary borrower, preventing them from raising defenses available to a secondary surety.",{"term":279,"definition":280},"Postponement Trigger","An event — typically a borrower default or lender demand — that activates the postponement provisions and prohibits any repayment of insider claims.",{"term":282,"definition":283},"Indemnity","A separate obligation requiring the guarantor to reimburse the lender for all losses, costs, and expenses arising from the borrower's default or enforcement of the guarantee.",{"term":285,"definition":286},"Waiver of Defenses","A clause in which the guarantor surrenders the right to raise certain legal defenses — such as the lender granting time to the borrower — that would otherwise release a guarantor at common law.",[288,293,298,303,308,313,318,322,327,331],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Parties and Recitals","Identifies the lender, the borrower, and the guarantor by their full legal names, and summarizes the commercial context — the loan or credit facility being supported.","THIS GUARANTEE AND POSTPONEMENT OF CLAIMS is made as of [DATE] among [LENDER LEGAL NAME] ('Lender'), [BORROWER LEGAL NAME] ('Borrower'), and [GUARANTOR FULL NAME / ENTITY] ('Guarantor').","Using a trade name or informal description instead of the registered legal name for any party. A mismatch between the agreement and corporate registry records can complicate enforcement or create an argument that the wrong entity signed.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Guarantee of Borrower's Obligations","The guarantor unconditionally guarantees to the lender that the borrower will perform all obligations under the principal debt instrument — including repayment of principal, interest, fees, and costs.","The Guarantor hereby unconditionally and irrevocably guarantees to the Lender the due and punctual payment and performance of all present and future obligations of the Borrower under the [CREDIT AGREEMENT / LOAN AGREEMENT] dated [DATE] ('Principal Debt'), including principal, interest at [RATE]%, fees, and all enforcement costs.","Limiting the guarantee to the original principal amount and omitting interest, default interest, fees, and enforcement costs. The lender ends up bearing those amounts even if the guarantee is called.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Principal Obligor Clause","Deems the guarantor to be liable as a primary obligor rather than a secondary surety, preventing the guarantor from claiming that the lender must first pursue the borrower before making demand.","The Guarantor's obligations under this Agreement are those of a principal obligor and not merely a surety. The Lender may demand payment from the Guarantor without first making demand upon, or exhausting its remedies against, the Borrower.","Omitting the principal obligor clause and leaving the guarantee as a true secondary suretyship. The lender then faces procedural hurdles — and potentially statute-of-limitations issues — before it can collect from the guarantor.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Postponement of Claims","The guarantor agrees that all amounts the borrower owes to the guarantor — including shareholder loans, director advances, and intercompany receivables — are postponed and subordinated to the senior debt until it is fully discharged.","The Guarantor hereby postpones and subordinates to the Lender all claims, debts, liabilities, and obligations now or hereafter owing by the Borrower to the Guarantor (the 'Postponed Claims'), including without limitation the shareholder loan of $[AMOUNT] dated [DATE], until all obligations under the Principal Debt have been unconditionally and irrevocably discharged in full.","Drafting the postponement to cover only currently existing insider loans and failing to capture future advances. The borrower then takes a new shareholder loan after signing, which falls outside the postponement and ranks pari passu with the senior lender.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Restrictions on Dealing with Postponed Claims","Prohibits the guarantor from collecting, assigning, or taking security over the postponed claims without the lender's prior written consent while the senior debt remains outstanding.","Until the Principal Debt has been fully discharged, the Guarantor shall not, without the Lender's prior written consent: (a) demand, accept, or receive any payment of or on account of any Postponed Claim; (b) assign, encumber, or otherwise deal with any Postponed Claim; or (c) exercise any right of set-off in respect of any Postponed Claim.","Restricting only cash repayment and overlooking set-off, assignment, and the granting of security over the insider claim. A guarantor who assigns the postponed claim to a third party can circumvent the entire subordination.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Permitted Payments","Carves out circumstances under which the guarantor may receive repayment of the postponed claims — typically ordinary-course management fees or salary, or repayment once the lender confirms the borrower is not in default.","Notwithstanding the foregoing, the Borrower may pay the Guarantor: (a) salary and reasonable management fees not to exceed $[AMOUNT] per [month/year] in the ordinary course of business; and (b) amounts in respect of Postponed Claims where the Lender has provided prior written confirmation that no Event of Default exists and no such payment would cause one.","No permitted-payment carve-out at all, which creates a commercially unworkable arrangement if the guarantor is also a working director drawing a salary. Lenders who omit this often face pushback at signing or non-compliance post-closing.",{"name":285,"plain_english":319,"sample_language":320,"common_mistake":321},"The guarantor waives all defenses that would otherwise reduce or extinguish liability under the guarantee — including changes to the loan terms, time granted to the borrower, release of co-guarantors, and failure by the lender to enforce security.","The Guarantor's obligations under this Agreement shall not be affected by: (a) any amendment, restatement, or waiver of the Principal Debt; (b) any time, indulgence, or concession granted to the Borrower; (c) the release or discharge of any other guarantor or co-obligor; or (d) the failure, delay, or inability of the Lender to enforce any security held for the Principal Debt.","Partial waiver language that only addresses common-law defenses and omits statutory defenses available in the applicable jurisdiction. In several Canadian provinces and UK courts, statutory rights of surety must be expressly waived to be excluded.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Postponement Enforcement and Turnover","Requires the guarantor to hold in trust and immediately pay over to the lender any amounts they receive in violation of the postponement, including in insolvency proceedings.","If the Guarantor receives any payment or distribution in respect of any Postponed Claim in contravention of this Agreement, including in any insolvency, bankruptcy, or winding-up proceeding, the Guarantor shall hold such amount in trust for the Lender and immediately pay it over to the Lender to be applied against the Principal Debt.","No turnover or trust mechanism. Without it, a guarantor who improperly receives a payment in insolvency simply keeps it — the subordination exists on paper but provides no practical remedy.",{"name":282,"plain_english":328,"sample_language":329,"common_mistake":330},"A standalone indemnity under which the guarantor agrees to reimburse the lender on a full indemnity basis for all costs, losses, and expenses arising from the borrower's default, regardless of whether the guarantee itself is enforceable.","As a separate and independent obligation, the Guarantor agrees to indemnify and hold harmless the Lender from and against all losses, damages, costs (including legal fees on a full indemnity basis), and expenses incurred by the Lender arising from or in connection with any failure by the Borrower to perform any obligation under the Principal Debt.","Omitting the indemnity as a separate obligation. If the guarantee is found unenforceable for any technical reason — e.g., lack of consideration or a defect in execution — the lender has no fallback recovery right without a freestanding indemnity.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Governing Law, Jurisdiction, and Execution","Specifies which jurisdiction's law governs the agreement, where disputes will be resolved, and the execution formalities — including independent legal advice requirements where applicable.","This Agreement is governed by the laws of [PROVINCE / STATE / COUNTRY] and the parties submit to the exclusive jurisdiction of the courts of [JURISDICTION]. The Guarantor acknowledges having received independent legal advice prior to execution.","No acknowledgment of independent legal advice in jurisdictions where its absence can void a personal guarantee. In the UK and several Canadian provinces, a guarantee signed without evidence of independent advice is vulnerable to being set aside on grounds of undue influence, particularly where the guarantor is a spouse or domestic partner of the borrower.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify and confirm all party details","Enter the full registered legal names of the lender, borrower, and guarantor. For corporate entities, confirm the jurisdiction of incorporation. For individuals, use the name as it appears on government-issued ID.","Cross-reference the guarantor's name with the register of directors or shareholders to confirm they have authority to grant the guarantee and postponement.",{"step":343,"title":344,"description":345,"tip":346},2,"Reference the principal debt instrument precisely","Insert the exact name, date, and key terms of the underlying loan or credit agreement — the principal amount, interest rate, and maturity date. This anchors the scope of the guarantee and postponement to a defined obligation.","Attach the principal loan agreement as a schedule if the lender requires it, so the guarantor cannot later claim they were unaware of the full debt terms.",{"step":348,"title":349,"description":350,"tip":351},3,"Identify and schedule all existing postponed claims","List every current loan, advance, or intercompany receivable that the borrower owes to the guarantor — with amount, date, and instrument reference. These become the defined 'Postponed Claims' in the postponement clause.","Run a full intercompany receivables reconciliation before drafting. A single unlisted insider loan can undermine the lender's priority position.",{"step":353,"title":354,"description":355,"tip":356},4,"Confirm the scope of the guarantee — limited or unlimited","Decide whether the guarantee is unlimited (covering all present and future obligations) or capped at a specific maximum amount. Insert the cap in the guarantee clause if a limit is agreed.","Lenders typically prefer unlimited guarantees. If the guarantor negotiates a cap, set it above the total principal plus 18 months of projected interest and fees to avoid gaps.",{"step":358,"title":359,"description":360,"tip":361},5,"Draft the permitted-payments carve-out","Agree with the lender on what the guarantor may receive from the borrower during the postponement period — typically salary and reasonable management fees up to a defined annual amount — and insert the agreed figures.","Express the permitted salary or management fee as an annual dollar cap rather than 'reasonable compensation' — the latter is indefinite and invites disputes.",{"step":363,"title":364,"description":365,"tip":366},6,"Confirm the waiver of defenses language is jurisdiction-appropriate","Review the waiver-of-defenses clause against the statutory rights of sureties in the governing jurisdiction. In Canada and the UK, certain statutory protections must be expressly named and waived.","Have local counsel confirm the waiver language is sufficient for the governing province or country before execution — a partial waiver is worse than none because it creates false certainty.",{"step":368,"title":369,"description":370,"tip":371},7,"Arrange independent legal advice for the guarantor","In most lender policies, the guarantor must obtain independent legal advice before signing. Document this with a lawyer's certificate or an acknowledgment signed by the guarantor confirming they received and understood independent advice.","Many banks will not register or rely on a personal guarantee without a completed ILA certificate. Build this step into the closing checklist at the outset, not the day before signing.",{"step":373,"title":374,"description":375,"tip":376},8,"Execute and distribute executed copies","All parties must sign the agreement before or at the same time as the underlying loan is funded. Provide each party with a fully executed original or certified copy. Store the executed copy alongside the principal debt instrument.","Use Business in a Box eSign to timestamp execution and ensure the guarantor and lender receive simultaneous copies — avoiding any argument about which version was the operative final document.",[378,382,386,390],{"mistake":379,"why_it_matters":380,"fix":381},"Postponement covers only existing insider loans","If the postponement clause is limited to named existing loans, any new advance the guarantor makes to the borrower after signing falls outside the subordination and ranks equally with the senior lender.","Draft the postponement to cover all present and future claims the guarantor holds or may acquire against the borrower, not just a scheduled list of current advances.",{"mistake":383,"why_it_matters":384,"fix":385},"No turnover or constructive trust provision","Without a turnover obligation, a guarantor who receives a payment from the borrower in violation of the postponement — including in insolvency — has no contractual duty to hand it to the lender. The lender's only remedy becomes a damages claim, which may itself rank behind other creditors.","Include an express provision that any prohibited payment received by the guarantor is held in trust for the lender and must be paid over immediately, with this obligation surviving insolvency proceedings.",{"mistake":387,"why_it_matters":388,"fix":389},"Guarantee limited to principal only","A guarantee capped at the principal loan amount leaves the lender exposed to all accrued interest, default interest, enforcement fees, and legal costs — which can exceed 20–30% of principal on a defaulted facility.","Draft the guarantee to cover principal, interest at the contracted rate, default interest, all fees, and enforcement costs including legal fees on a full indemnity basis.",{"mistake":391,"why_it_matters":392,"fix":393},"No independent legal advice documentation","In the UK, Canada, and Australia, personal guarantees signed by a spouse, domestic partner, or financially unsophisticated individual are vulnerable to being set aside for undue influence or non est factum if there is no evidence of independent advice.","Require the guarantor to obtain a certificate from independent counsel confirming the nature and effect of the guarantee and postponement before execution, and attach it to the executed agreement.",[395,398,401,404,407,410,413,416,419],{"question":396,"answer":397},"What is a guarantee and postponement of claims?","A guarantee and postponement of claims is a legal agreement in which a related-party creditor — typically a shareholder or director who has loaned money to a company — both guarantees the company's debt to a senior lender and agrees to defer collecting their own loan until the senior debt is fully repaid. It combines two distinct protections in a single document: the lender gains a guarantee against default and assurance that the insider creditor will not be repaid ahead of them.\n",{"question":399,"answer":400},"Why do lenders require a guarantee and postponement of claims?","Lenders require this document because insider loans — made by shareholders or directors — create a competing claim against the borrower's assets. Without postponement, the insider creditor could demand repayment before the senior lender is paid, draining the borrower's cash or triggering insolvency with the senior lender left partially unpaid. The guarantee component provides a personal recovery right against the guarantor if the borrower defaults.\n",{"question":402,"answer":403},"What is the difference between a guarantee and a postponement of claims?","A guarantee is a promise by the guarantor to pay the lender if the borrower does not. A postponement of claims is a promise by the guarantor not to collect any money the borrower owes them until the lender is fully repaid. They address different risks: the guarantee addresses insolvency of the borrower; the postponement addresses the risk that the borrower repays the insider ahead of the lender. A combined agreement addresses both simultaneously.\n",{"question":405,"answer":406},"Is a guarantee and postponement of claims legally enforceable?","Yes, when properly executed, a guarantee and postponement of claims is generally enforceable in common-law jurisdictions including the US, Canada, the UK, and Australia. Enforceability depends on the guarantor having capacity, sufficient consideration existing, proper execution formalities being followed, and the guarantor having received independent legal advice where required. Courts in several jurisdictions have set aside guarantees where these conditions were not met.\n",{"question":408,"answer":409},"Can a guarantor limit their exposure under this agreement?","Yes. A guarantor can negotiate a financial cap — for example, limiting the guarantee to a maximum of $[AMOUNT] — while the postponement of claims remains unlimited. Lenders typically accept a cap on the guarantee at or above the full principal amount, though they generally resist capping it below the principal. The permitted-payments carve-out can also limit the practical scope of the postponement by allowing the guarantor to receive salary and management fees during the loan term.\n",{"question":411,"answer":412},"What happens to the postponed claims if the borrower becomes insolvent?","In insolvency, the postponement and turnover provisions become critical. If the guarantor has been correctly documented as a subordinated creditor, their claim against the borrower's estate ranks below the senior lender's in the distribution waterfall. If the guarantor receives any payment from the insolvency estate in violation of the postponement, the turnover clause requires them to hold it in trust and pay it immediately to the senior lender. This is why a properly drafted turnover provision is essential.\n",{"question":414,"answer":415},"Does the guarantor need independent legal advice before signing?","In most jurisdictions it is strongly advisable, and in some it is effectively required for the guarantee to be enforceable. In the UK and Canada, personal guarantees — particularly those given by a spouse, domestic partner, or director with limited bargaining power — are routinely challenged on grounds of undue influence or misrepresentation where independent advice was not obtained. Most institutional lenders require a signed certificate from independent counsel before accepting a personal guarantee.\n",{"question":417,"answer":418},"What is a permitted payment under a postponement of claims?","A permitted payment is an agreed carve-out in the postponement clause allowing the guarantor to receive specified payments from the borrower during the postponement period despite the general prohibition. Common permitted payments include salary for the guarantor's role as an employee or director, and management fees up to a defined annual cap. These carve-outs are negotiated at the time of drafting and must be expressly stated in the agreement — they do not arise by implication.\n",{"question":420,"answer":421},"How does this document differ from a subordination agreement?","A subordination agreement addresses only the priority ranking of debts — it makes one creditor's claim rank below another's. A guarantee and postponement of claims does that and more: it also creates a personal guarantee obligation requiring the guarantor to pay the lender directly if the borrower defaults. The combined document is more common in SME lending where the insider creditor is also a director or shareholder with personal assets available to support the guarantee.\n",[423,427,431,435],{"industry":424,"icon_asset_id":425,"specifics":426},"Banking and Commercial Lending","industry-fintech","Standard condition precedent to any SME credit facility where the borrowing entity has outstanding shareholder or director loans on its balance sheet.",{"industry":428,"icon_asset_id":429,"specifics":430},"Private Equity and M&A","industry-private-equity","Seller notes and management loans in leveraged buyouts must be formally subordinated to acquisition debt through a guarantee and postponement structure.",{"industry":432,"icon_asset_id":433,"specifics":434},"Real Estate Development","industry-real-estate","Developer shareholder loans are routinely postponed behind construction lender facilities, with the developer also providing a personal guarantee for cost overruns.",{"industry":436,"icon_asset_id":437,"specifics":438},"Professional Services","industry-professional-services","Firm partners who have made capital contributions structured as loans must postpone those claims to external credit lines secured against the practice.",[440,443,446,449],{"vs":233,"vs_template_id":441,"summary":442},"personal-guarantee-D884","A personal guarantee agreement creates a guarantor's obligation to repay the lender if the borrower defaults, but does not address the priority of the guarantor's own claims against the borrower. A guarantee and postponement of claims adds the subordination component, making it the correct document whenever the guarantor also holds insider debt. Use a standalone personal guarantee only when the guarantor has no existing loans to the borrower.",{"vs":237,"vs_template_id":444,"summary":445},"D{SUBORDINATION_AGREEMENT_ID}","A subordination agreement deals exclusively with the ranking of one creditor's debt below another's — it contains no guarantee. A guarantee and postponement of claims combines subordination with a personal recovery right against the guarantor. Where the lender needs both protections — priority over insider debt and a personal backstop — the combined document is required.",{"vs":249,"vs_template_id":447,"summary":448},"guarantee-agreement-D12685","A corporate guarantee is given by a legal entity — typically a parent company — guaranteeing a subsidiary's debt. It contains no postponement mechanics because a parent typically does not hold consumer or shareholder loans against the subsidiary in the same way an individual director does. Use a corporate guarantee for parent-subsidiary support structures; use a guarantee and postponement when the guarantor is an individual insider creditor.",{"vs":84,"vs_template_id":450,"summary":451},"loan-agreement-D170","A loan agreement governs the terms of the debt between lender and borrower — principal, interest, covenants, and events of default. A guarantee and postponement of claims is a collateral document that supports the loan agreement by securing a personal recovery right and controlling insider debt priority. Both documents are typically executed simultaneously at loan closing.",{"use_template":453,"template_plus_review":457,"custom_drafted":461},{"best_for":454,"cost":455,"time":456},"Straightforward SME lending transactions where the lender is a domestic bank and the guarantor is a single shareholder with a simple insider loan","Free","30–60 minutes",{"best_for":458,"cost":459,"time":460},"Transactions involving multiple guarantors, cross-border elements, complex intercompany debt structures, or a guarantor who is a spouse or domestic partner","$500–$1,500","2–5 days",{"best_for":462,"cost":463,"time":464},"Leveraged buyouts, syndicated facilities, multi-jurisdictional structures, or any transaction where enforcement of the postponement in insolvency is a primary concern","$2,000–$8,000+","1–3 weeks",[466,471,476,481],{"code":467,"name":468,"flag_asset_id":469,"note":470},"us","United States","flag-us","In the US, guarantee enforceability is primarily governed by state law and the Uniform Commercial Code. Many states require guarantees to be in writing and signed to satisfy the Statute of Frauds. Subordination of insider debt is recognized under bankruptcy law — Section 510 of the Bankruptcy Code allows courts to enforce contractual subordination agreements against a debtor's estate. California and New York have specific anti-deficiency and suretyship protection rules that must be addressed in the waiver-of-defenses clause.",{"code":472,"name":473,"flag_asset_id":474,"note":475},"ca","Canada","flag-ca","Each Canadian province has its own Guarantees Acknowledgment or equivalent legislation requiring that personal guarantees be signed before a notary or commissioner of oaths, with the guarantor formally acknowledging they understand the nature of the document. Ontario's Statute of Frauds requires guarantees to be in writing. Postponement agreements are enforceable in insolvency under the Bankruptcy and Insolvency Act and the Companies' Creditors Arrangement Act, provided they are properly registered where required. Quebec guarantees are governed by the Civil Code and follow suretyship rules distinct from common-law provinces.",{"code":477,"name":478,"flag_asset_id":479,"note":480},"uk","United Kingdom","flag-uk","UK personal guarantees are governed by common law and the Statute of Frauds 1677, which requires them to be in writing and signed by the guarantor. The rule in Royal Bank of Scotland v. Etridge (No. 2) [2001] requires lenders to take steps to ensure a guarantor — particularly a spouse or cohabitant — has received independent legal advice before relying on the guarantee. Postponement provisions are enforceable in administration and liquidation under the Insolvency Act 1986, subject to the anti-avoidance provisions for transactions at an undervalue.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"eu","European Union","flag-eu","EU member states treat personal guarantees and subordination agreements under their respective national contract and insolvency laws — there is no harmonized EU guarantee regime. Germany, France, and the Netherlands each have distinct formality requirements and creditor-protection rules. In cross-border EU transactions, the governing law clause is critical: EU Regulation 593/2008 (Rome I) determines which national law applies to the guarantee obligations, while insolvency proceedings are governed by the EU Insolvency Regulation 2015/848. GDPR considerations arise where the agreement involves processing personal data of individual guarantors.",[234,246,487,488,489,490,491,492,493,494,495,496],"loan-agreement-D417","non-disclosure-agreement-nda-D12692","promissory-note-D434","demand-for-extension-of-payment-date-D444","security-agreement-D915","intercreditor-agreement-D885","letter-of-default-on-promissory-note-D431","indemnity-agreement-D885","forbearance-agreement-D12966","secured-lumpsum-promissory-note-agreement-D13041",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":112,"secondary_folder":499,"document_type":500,"industry":501,"business_stage":502,"tags":503,"confidence":509},"guaranties-and-collateral","agreement","general","all-stages",[504,505,506,507,508],"guarantee","legal","subordination","collateral","lending",0.95,"\u003Ch2>What is a Guarantee and Postponement of Claims?\u003C/h2>\n\u003Cp>A \u003Cstrong>Guarantee and Postponement of Claims\u003C/strong> is a legally binding agreement in which a related-party creditor — typically a shareholder, director, or affiliated entity that has advanced money to a company — simultaneously guarantees the company's debt to a senior lender and agrees to subordinate their own claims against the company until that senior debt is fully repaid. The document combines two distinct legal mechanisms: the \u003Cstrong>guarantee\u003C/strong> creates a personal obligation requiring the guarantor to pay the lender directly if the borrower defaults; the \u003Cstrong>postponement\u003C/strong> controls the priority waterfall by preventing the insider creditor from collecting their loan ahead of the senior lender, including in insolvency proceedings. Together, they give the lender both a recovery right and structural priority over competing insider debt.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly executed guarantee and postponement of claims, a lender extending credit to a company that carries shareholder or director loans on its balance sheet faces two simultaneous risks: the borrower may default without the lender having a direct recovery right against the individual behind the company, and the insider creditor may demand repayment of their own loan — legally and without restriction — before the senior lender is paid. Either event can leave the lender exposed on a facility that appeared fully secured at closing. The postponement provisions are particularly critical in insolvency: without a documented subordination and turnover obligation, the insider creditor participates in the distribution of the borrower's estate on equal footing with the senior lender, potentially absorbing assets that should have satisfied the senior debt first. This template provides a structured, lender-ready starting point covering all core mechanics — guarantee, postponement, permitted payments, waiver of defenses, and turnover — so that all parties enter the transaction with clear, enforceable obligations documented before the first dollar is advanced.\u003C/p>\n",1778773599047]