[{"data":1,"prerenderedAt":525},["ShallowReactive",2],{"document-guarantee-assignement-and-postponement-of-claim-D943":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":180,"customdescription":6,"mdFm":181,"mdProseHtml":524},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"GUARANTEE AGREEMENT This Guarantee Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"First Party\"), 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 PARTY NAME] (the \"Customer\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] FOR VALUABLE CONSIDERATION, the undersigned hereby jointly and severally guarantee the performance and payment, forthwith after demand therefor as hereinafter provided, of all Obligations of [COMPANY NAME] (referred to herein as the \"Customer\") to [FIRST PARTY NAME] together with any costs and expenses incurred with respect to or arising out of such Obligations or any securities therefore, or costs incurred by or awarded against [FIRST PARTY NAME] in connection with any proceedings taken against the Customer or the undersigned or any one thereof or any moneys paid by [FIRST PARTY NAME] on account of Taxes (as hereinafter defined), wages, insurance or the remuneration or costs of any liquidator, trustee, agent or other Person, or on any other account whatsoever. AND EACH OF THE UNDERSIGNED HEREBY AGREES WITH [FIRST PARTY NAME] AS FOLLOWS: THAT this shall be a continuing guarantee and shall secure the present Obligations and all Obligations incurred or arising after the date hereof of the Customer to [FIRST PARTY NAME] and shall secure the ultimate balance due from the Customer to [FIRST PARTY NAME] and shall be binding as a continuing security on the undersigned and any one thereof. THAT all benefits of discussion and division are hereby renounced and [FIRST PARTY NAME] shall not be bound to exhaust its recourses against the Customer or others or the securities (which term as used herein includes other guarantees) they may hold nor to value such securities before being entitled to payment from the undersigned or any one thereof. THAT this guarantee shall be in addition to and without prejudice to any other securities by whomsoever given held at any time by [FIRST PARTY NAME] and [FIRST PARTY NAME] shall be under no obligation to marshal in favor of the undersigned any such securities or any of the funds or assets [FIRST PARTY NAME] may be entitled to receive or have a claim upon, and [FIRST PARTY NAME] may, without diminishing the liability hereunder of the undersigned or any one thereof, grant extensions of time or Other indulgences to the Customer or others and give up or modify, vary, exchange, renew or abstain from perfecting or taking advantage of any securities, waive, in whole or in part, the obligation of the Customer to provide [FIRST PARTY NAME] with the Supplemental Security Documents and may discharge any party or [FIRST PARTY NAME] and accept or make any compositions or arrangements and realize any securities when and in such manner as [FIRST PARTY NAME] may see fit and in no case shall [FIRST PARTY NAME] be responsible or shall the undersigned or any one thereof be released either in whole or in part for any act or omission in connection with the registration or filing of any security under any [YOUR COUNTRY LAW] or otherwise or the realization of any security or the postponement of such realization or having sold any security at an under value. THAT all dividends, compositions, proceeds of security valued and payments received by [FIRST PARTY NAME] from the Customer or from others shall be deemed to be payments in gross without any right on the part of the undersigned or any one thereof to claim in reduction of the liability under this guarantee the benefit of any such dividends, compositions, proceeds or payments or any securities held by [FIRST PARTY NAME] or proceeds thereof and the undersigned shall have no right to be subrogated in any rights of [FIRST PARTY NAME] until [FIRST PARTY NAME] shall have received payment in full of the Obligations of the Customer to [FIRST PARTY NAME] hereby guaranteed. THAT each of the undersigned shall pay all amounts payable hereunder free and clear of and without liability for, and subject to the provisions of Section 6, without deduction or withholding for, and to pay and to reimburse [FIRST PARTY NAME] upon demand for any payment made by it with respect to, and to indemnify and hold [FIRST PARTY NAME] harmless against any liability for (y) any and all present and future taxes (including stamp taxes), levies, imposts, deductions, charges, withholdings, duties, fees, interests, fines and penalties imposed by the jurisdiction from which payment is made on or In connection with the payment of any amount required to be paid to [FIRST PARTY NAME] pursuant to this guarantee or imposed by any jurisdiction with respect to the preparation, execution, delivery, registration, performance, amendment or enforcement of this guarantee (all of the foregoing items are herein referred to as \"Local Taxes\"); and (z) any and all present and future taxes (including stamp taxes), levies, imposts, deductions, charges, withholdings, duties, fees, interests, fines and penalties which shall be due in any jurisdiction with respect to the payment of or reimbursement for any Local Taxes by [FIRST PARTY NAME] (all of the foregoing listed in clauses (y) and (z) is herein referred to as \"Taxes\"). THAT if any of the undersigned is required by Law to make any deduction or withholding in respect of any Taxes from any amount payable under this guarantee or is prevented by operation of [YOUR COUNTRY LAW] from paying, causing to be paid or reimbursing for the payment of any Taxes, the undersigned shall pay such additional amount as may be necessary in order that the net amounts received by [FIRST PARTY NAME] after such deduction or withholding and after the deduction of any such Taxes not paid, caused to be paid or Reimbursed for by any one thereof shall equal the amounts which would have been realized by [FIRST PARTY NAME] if such deduction or withholding had not been made and if such Taxes had been paid, caused to be paid or reimbursed by the undersigned or any one thereof. Such additional amounts shall be paid (y) in the case of amounts payable as a result of a deduction or withholding from an amount payable under this guarantee, on the date the latter amount is payable and (z) in the case of an amount payable as a result of the failure by the undersigned or any one thereof to pay or reimburse for Taxes, on the earlier of the date on which such Taxes are due and the date on which such Taxes are paid by [FIRST PARTY NAME]. THAT with respect to any of the said Taxes, each of the undersigned shall make any required payment thereof within the time allowed under [YOUR COUNTRY LAW] and, within [NUMBER] days thereafter, shall furnish to [FIRST PARTY NAME] such certificates, receipts and other documents as may be required to establish any tax credit to which [FIRST PARTY NAME] may be entitled. If [FIRST PARTY NAME] shall determine in its sole discretion that it has irrevocably obtained a credit or similar tax benefit with respect to income taxes imposed by a jurisdiction in which it is located or under the [YOUR COUNTRY LAW] of which it is organized, on the basis of the payment of such Taxes by the undersigned or any one thereof, [FIRST PARTY NAME] shall promptly remit to the undersigned or any one thereof an amount equal to the amount of such credit or benefit as is, in its discretion, equitably attributable to such payment by [FIRST PARTY NAME] having taken into account all its dealings giving rise to similar credits or benefits in relation to the same tax period. If [FIRST PARTY NAME] subsequently shall determine that, for any reason, the amount of such credit or benefit has directly or indirectly been reduced, the undersigned or any one thereof shall upon request pay to [FIRST PARTY NAME] an amount equal to the amount of such reduction",null,"Guarantee Assignement and Postponement of Claim","6",65,"doc","https://templates.business-in-a-box.com/imgs/1000px/guarantee-assignement-and-postponement-of-claim-D943.png","https://templates.business-in-a-box.com/imgs/250px/943.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#943.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Transfer & Assignment Agreements","/templates/transfer-assignment-agreement/","guarantee assignement postponement claim","Guarantee Assignement and Postponement of Claim Template","https://templates.business-in-a-box.com/imgs/400px/943.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":17,"url":18},{"label":33,"url":34},"Guaranties & Collateral","/templates/guaranties-and-collateral/",[36,40,44,48,52,56,60,64,68,72,76,80,84,101,119,135,149,167],{"label":37,"url":38,"thumb":39,"extension":10},"Guarantee and Postponement of Claims","/template/guarantee-and-postponement-of-claims-D883","https://templates.business-in-a-box.com/imgs/250px/883.png",{"label":41,"url":42,"thumb":43,"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":45,"url":46,"thumb":47,"extension":10},"Guarantee of Account","/template/guarantee-of-account-D400","https://templates.business-in-a-box.com/imgs/250px/400.png",{"label":49,"url":50,"thumb":51,"extension":10},"Personal Guarantee","/template/personal-guarantee-D405","https://templates.business-in-a-box.com/imgs/250px/405.png",{"label":53,"url":54,"thumb":55,"extension":10},"Money Back Guarantee","/template/money-back-guarantee-D13025","https://templates.business-in-a-box.com/imgs/250px/13025.png",{"label":57,"url":58,"thumb":59,"extension":10},"Warranty and Guarantee Policy","/template/warranty-and-guarantee-policy-D13800","https://templates.business-in-a-box.com/imgs/250px/13800.png",{"label":61,"url":62,"thumb":63,"extension":10},"Guarantee Agreement","/template/guarantee-agreement-D5194","https://templates.business-in-a-box.com/imgs/250px/5194.png",{"label":65,"url":66,"thumb":67,"extension":10},"Assignment of a Claim for Damages","/template/assignment-of-a-claim-for-damages-D937","https://templates.business-in-a-box.com/imgs/250px/937.png",{"label":69,"url":70,"thumb":71,"extension":10},"Quit Claim Deed","/template/quit-claim-deed-D991","https://templates.business-in-a-box.com/imgs/250px/991.png",{"label":73,"url":74,"thumb":75,"extension":10},"Notice of Insurance Claim","/template/notice-of-insurance-claim-D372","https://templates.business-in-a-box.com/imgs/250px/372.png",{"label":77,"url":78,"thumb":79,"extension":10},"Checklist Making An Insurance Claim","/template/checklist-making-an-insurance-claim-D13218","https://templates.business-in-a-box.com/imgs/250px/13218.png",{"label":81,"url":82,"thumb":83,"extension":10},"Claim for Damage on Shipped Goods","/template/claim-for-damage-on-shipped-goods-D1051","https://templates.business-in-a-box.com/imgs/250px/1051.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":94,"keywords":93,"url":100},"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",513,"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":93,"description":6},"non disclosure agreement nda",[95,97],{"label":17,"url":96},"business-legal-agreements",{"label":98,"url":99},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":88,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":118},"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","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":109,"description":6},"loan agreement",[111,114,117],{"label":112,"url":113},"Finance & Accounting","finance-accounting",{"label":115,"url":116},"Business Loans","business-loan",{"label":115,"url":116},"/template/loan-agreement-D417",{"description":120,"descriptionCustom":6,"label":121,"pages":87,"size":122,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":127,"keywords":133,"url":134},"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},[128,129,130],{"label":112,"url":113},{"label":115,"url":116},{"label":131,"url":132},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":136,"descriptionCustom":6,"label":137,"pages":138,"size":139,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":144,"keywords":147,"url":148},"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},[145,146],{"label":17,"url":96},{"label":17,"url":96},"security agreement","/template/security-agreement-D915",{"description":150,"descriptionCustom":6,"label":151,"pages":152,"size":153,"extension":10,"preview":154,"thumb":155,"svgFrame":156,"seoMetadata":157,"parents":158,"keywords":165,"url":166},"GENERAL SAFETY RULES Your safety is the constant concern of this company. Every precaution has been taken to provide a safe workplace. [Name or title of the person in charge of safety] makes regular inspections and holds regular safety meetings. [He or she] also meets with management to plan and implement further improvements in our safety program. Common sense and personal interest in safety are still the greatest guarantees of your safety at work, on the road, and at home. We take your safety seriously and any willful or habitual violation of safety rules will be considered cause for dismissal. [YOUR COMPANY NAME] is sincerely concerned for the health and well being of each member of the team. The cooperation of every employee is necessary to make this company a safe place in which to work. Help yourself and others by reporting unsafe conditions or hazards immediately to your supervisor or to a member of the safety committee. Give earnest consideration to the rules of safety presented to you by poster signs, discussions with your supervisor, posted department rules, and regulations published in the safety booklet. Begin right by always thinking of safety as you perform your job, or as you learn a new one. Accident reporting Any injury at work - no matter how small - must be reported immediately to your supervisor and receive first aid attention. Serious conditions often arise from small injuries if they are not cared for at once. Specific safety rules and guidelines To ensure your safety, and that of your coworkers, please observe and obey the following rules and guidelines: Observe and practice the safety procedures established for the job. In case of sickness or injury, no matter how slight, report at once to your supervisor. In no case should an employee treat his own or someone else's injuries or attempt to remove foreign particles from the eye. In case of injury resulting in possible fracture to legs, back, or neck, or any accident resulting in an unconscious condition, or a severe head injury, the employee is not to be moved until medical attention has been given by authorized personnel. Do not wear loose clothing or jewelry around machinery. It may catch on moving equipment and cause a serious injury. Never distract the attention of another employee, as you might cause him or her to be injured. If necessary to get the attention of another employee, wait until it can be done safely. Where required, you must wear protective equipment, such as goggles, safety glasses, masks, gloves, hair nets, etc. Safety equipment such as restraints, pull backs, and two-hand devices are designed for your protection. Be sure such equipment is adjusted for you. Pile materials, skids, bins, boxes, or other equipment so as not to block aisles, exits, fire fighting equipment, electric lighting or power panel, valves, etc. FIRE DOORS AND AISLES MUST BE KEPT CLEAR. Keep your work area clean. Use compressed air only for the job for which it is intended. Do not clean your clothes with it and do not fool with it. Observe smoking regulations. Shut down your machine before cleaning, repairing, or leaving. Tow motors and lift trucks will be operated only by authorized personnel. Walk-type lift trucks will not be ridden and no one but the operator is permitted to ride the tow motors","General Safety Rules","4",42,"https://templates.business-in-a-box.com/imgs/1000px/general-safety-rules-D716.png","https://templates.business-in-a-box.com/imgs/250px/716.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#716.xml",{"title":6,"description":6},[159,162],{"label":160,"url":161},"Human Resources","human-resources",{"label":163,"url":164},"Company Policies","company-policies","general safety rules","/template/general-safety-rules-D716",{"description":168,"descriptionCustom":6,"label":169,"pages":104,"size":88,"extension":10,"preview":170,"thumb":171,"svgFrame":172,"seoMetadata":173,"parents":175,"keywords":178,"url":179},"RELEASE OF LIABILITY WAIVER This Release of Liability Waiver (the \"Waiver\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Releasor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its address located at: [COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Releasee\"), with a mailing address of: [COMPLETE ADDRESS] LIABILITY EVENT 1.1 Under the terms of this Release of Liability Waiver, which is hereby acknowledged, the Releasor hereby releases and forever discharges the Releasee of: [DESCRIBE THE LIABILITY] (\"Liability\"). 1","Release Of Liability Waiver","https://templates.business-in-a-box.com/imgs/1000px/release-of-liability-waiver-D12892.png","https://templates.business-in-a-box.com/imgs/250px/12892.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12892.xml",{"title":174,"description":6},"release of liability waiver",[176,177],{"label":160,"url":161},{"label":163,"url":164},"release liability waiver","/template/release-of-liability-waiver-D12892",false,{"seo":182,"reviewer":194,"legal_disclaimer":198,"quick_facts":199,"at_a_glance":201,"personas":205,"variants":230,"glossary":258,"clauses":291,"how_to_fill":341,"common_mistakes":382,"faqs":407,"industries":435,"comparisons":452,"diy_vs_lawyer":466,"jurisdictions":479,"related_template_ids_curated":500,"schema":511,"classification":512},{"meta_title":183,"meta_description":184,"primary_keyword":185,"secondary_keywords":186},"Guarantee Assignment & Postponement of Claim Template | BIB","Free guarantee assignment and postponement of claim template for lenders, guarantors, and creditors. Covers claim subordination, assignment, and consent.","guarantee assignment and postponement of claim template",[187,188,189,190,191,192,193],"postponement of claim agreement","guarantee assignment template","subordination of guarantee","postponement of claim template word","guarantee assignment legal template","postponement of creditor claim","guarantee assignment free download",{"name":195,"credential":196,"reviewed_date":197},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":200,"legal_review_recommended":198,"signature_required":198,"notarization_required":180},"advanced",{"what_it_is":202,"when_you_need_it":203,"whats_inside":204},"A Guarantee Assignment and Postponement of Claim is a legally binding document in which a guarantor or subordinated creditor formally assigns their rights under a guarantee to a senior lender and agrees to postpone — that is, subordinate — any claim they hold against the borrower until the senior debt is fully repaid. This free Word download gives lenders, guarantors, and legal teams a structured starting point they can edit online and export as PDF for execution.\n","Use it when a senior lender requires that a related-party creditor, shareholder loan holder, or guarantor formally subordinate their claims as a condition of approving or continuing a credit facility. It is also used when an existing guarantee is being transferred from one creditor to another as part of a loan syndication, refinancing, or corporate restructuring.\n","Identification of all parties (assignor, assignee, and borrower), the guarantee being assigned, the postponement and subordination covenant, representations and warranties, conditions on repayment of the subordinated claim, events of default, and governing law and dispute resolution provisions.\n",[206,210,214,218,222,226],{"title":207,"use_case":208,"icon_asset_id":209},"Commercial lenders and banks","Requiring guarantors to subordinate shareholder loans before approving a credit facility","persona-lender",{"title":211,"use_case":212,"icon_asset_id":213},"Business owners and shareholders","Formalizing the postponement of a shareholder loan to satisfy a bank's lending conditions","persona-small-business-owner",{"title":215,"use_case":216,"icon_asset_id":217},"Corporate lawyers and solicitors","Drafting or reviewing subordination and assignment documents in financing transactions","persona-corporate-lawyer",{"title":219,"use_case":220,"icon_asset_id":221},"Private equity and venture lenders","Structuring intercreditor arrangements when participating in a leveraged finance deal","persona-investor",{"title":223,"use_case":224,"icon_asset_id":225},"Chief financial officers","Managing the capital stack and ensuring intercompany claims are properly subordinated","persona-cfo",{"title":227,"use_case":228,"icon_asset_id":229},"Loan syndication managers","Assigning guarantee rights to a new lead lender following a refinancing or syndication","persona-operations-director",[231,235,239,243,247,251,254],{"situation":232,"recommended_template":233,"slug":234},"Subordinating a shareholder loan to a senior bank facility","Guarantee Assignment and Postponement of Claim","guarantee-assignement-and-postponement-of-claim-D943",{"situation":236,"recommended_template":237,"slug":238},"Transferring all rights under a guarantee to a new lender","Assignment of Guarantee","guarantee-of-account-D400",{"situation":240,"recommended_template":241,"slug":242},"Ranking two creditors' claims relative to each other without a guarantee","Intercreditor Agreement","non-profit-partnership-agreement-D14023",{"situation":244,"recommended_template":245,"slug":246},"Subordinating debt obligations between a parent and subsidiary","Subordination Agreement","subordination-agreement-D423",{"situation":248,"recommended_template":249,"slug":250},"Providing a personal guarantee for a commercial loan","Personal Guarantee Agreement","personal-guarantee-D405",{"situation":252,"recommended_template":253,"slug":238},"Releasing a guarantor from obligations after the loan is repaid","Release of Guarantee",{"situation":255,"recommended_template":256,"slug":257},"Documenting a cross-guarantee structure among group companies","Cross-Guarantee Agreement","guarantee-agreement-D5194",[259,262,264,267,270,273,276,279,282,285,288],{"term":260,"definition":261},"Postponement of Claim","A contractual commitment by a creditor to defer repayment of their claim against a borrower until a senior creditor has been paid in full.",{"term":237,"definition":263},"The transfer of the benefit and rights under a guarantee from one creditor (the assignor) to another (the assignee).",{"term":265,"definition":266},"Subordination","The process by which one creditor's rights to repayment are ranked below those of another creditor in the event of default or insolvency.",{"term":268,"definition":269},"Senior Debt","Debt that has the highest priority claim on a borrower's assets in the event of default, typically held by institutional lenders or banks.",{"term":271,"definition":272},"Assignor","The party transferring rights under the guarantee — typically the original guarantor or an existing creditor.",{"term":274,"definition":275},"Assignee","The party receiving the transferred guarantee rights — typically a senior lender or a new creditor joining a financing structure.",{"term":277,"definition":278},"Shareholder Loan","A loan made by a shareholder to their own company, often subject to postponement requirements by institutional lenders as a condition of credit approval.",{"term":280,"definition":281},"Intercreditor Arrangement","An agreement or set of agreements governing the relative rights and priorities of two or more creditors with claims against the same borrower.",{"term":283,"definition":284},"Event of Default","A defined trigger — such as missed payment, insolvency, or breach of covenant — that accelerates senior debt and may suspend all payments on the subordinated claim.",{"term":286,"definition":287},"Standstill Period","A defined period following an event of default during which the subordinated creditor is contractually prohibited from taking any enforcement action or demanding repayment.",{"term":289,"definition":290},"Guarantee Obligations","The full set of duties and liabilities a guarantor has undertaken to perform on behalf of the primary debtor, as defined in the original guarantee document.",[292,297,301,306,311,316,321,326,331,336],{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Parties and Recitals","Identifies the assignor, assignee, borrower, and any consenting parties by their full legal names, and sets out the factual background explaining why the document is being executed.","This Agreement is made on [DATE] between [ASSIGNOR LEGAL NAME] ('Assignor'), [ASSIGNEE LEGAL NAME] ('Assignee'), and [BORROWER LEGAL NAME] ('Borrower'). The Assignor holds a guarantee dated [DATE] in favour of the Assignor in respect of the Borrower's obligations.","Using trade names instead of registered legal entity names — if the named party does not match the entity that executed the original guarantee, the assignment may be unenforceable.",{"name":237,"plain_english":298,"sample_language":299,"common_mistake":300},"The operative clause by which the assignor unconditionally transfers all rights, title, and interest in the guarantee to the assignee, effective on the date stated.","The Assignor hereby assigns absolutely to the Assignee all of the Assignor's right, title, and interest in and to the Guarantee, including all claims, benefits, and proceeds arising thereunder, with effect from [EFFECTIVE DATE].","Assigning only 'some' rights rather than all rights under the guarantee — partial assignments create ambiguity about who can enforce and in what circumstances.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Postponement and Subordination Covenant","The core subordination commitment: the assignor agrees that all amounts owed to it by the borrower are deferred until the senior debt is repaid in full.","The Assignor agrees that all amounts owing by the Borrower to the Assignor (the 'Postponed Claim') shall be postponed and subordinated to all amounts owing to the Assignee under the [CREDIT FACILITY AGREEMENT dated DATE] until the Senior Debt has been repaid in full and the credit facility cancelled.","Failing to define 'Senior Debt' by reference to a specific facility agreement — an undefined senior debt concept leaves the scope of subordination open to dispute.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Restrictions on the Postponed Claim","Prohibits the subordinated creditor from demanding repayment, accepting payments, taking security, or assigning the postponed claim without the senior lender's written consent while the senior debt is outstanding.","Until the Senior Debt has been repaid in full, the Assignor shall not, without the prior written consent of the Assignee: (a) demand or accept payment of any part of the Postponed Claim; (b) take any security for the Postponed Claim; or (c) assign or encumber the Postponed Claim.","Omitting the restriction on taking additional security for the postponed claim — a subordinated creditor who secures their loan after signing can effectively jump the priority queue.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Permitted Payments","Carves out specific circumstances in which the borrower is allowed to make payments on the subordinated claim — typically when no event of default exists and the senior lender gives written consent.","Notwithstanding the foregoing, the Borrower may make scheduled interest payments on the Postponed Claim provided that: (a) no Event of Default has occurred and is continuing; and (b) [ASSIGNEE NAME] has provided prior written consent to each such payment.","Allowing automatic repayment of the subordinated claim on a fixed schedule without an explicit no-default condition — any payment made after a default event may be clawable in insolvency.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Representations and Warranties","Each party confirms key facts: the assignor has authority to assign, the guarantee is valid and in full force, no prior assignments have been made, and no undisclosed claims exist.","The Assignor represents and warrants that: (a) it has full authority to enter into and perform this Agreement; (b) the Guarantee is valid, binding, and in full force and effect; (c) the Assignor has not previously assigned or encumbered the Guarantee or the Postponed Claim.","No warranty that the guarantee has not been previously assigned — if a prior unrecorded assignment exists, the assignee may receive a worthless interest.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Notice of Assignment","Requires the assignor to notify the borrower and any other relevant parties of the assignment, and records the borrower's acknowledgment that future payments must be directed to the assignee.","The Assignor shall promptly notify the Borrower of this assignment in the form set out in Schedule [X]. The Borrower acknowledges the assignment and agrees to make all payments in respect of the Guarantee directly to the Assignee at [PAYMENT DETAILS].","Failing to obtain the borrower's written acknowledgment — in some jurisdictions, an assignment of a debt or guarantee right is not effective against the debtor until they receive formal notice.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Events of Default and Standstill","Lists the triggers that suspend all rights of the subordinated creditor and imposes a standstill period during which no enforcement action, demand, or repayment may occur.","Upon the occurrence of an Event of Default under the [CREDIT FACILITY AGREEMENT], the Assignor shall not, for a period of [180] days (the 'Standstill Period'), demand repayment of the Postponed Claim or take any enforcement action against the Borrower or its assets.","Setting a standstill period that is shorter than the senior lender's enforcement timeline — a 30-day standstill gives the subordinated creditor a head start on enforcement that defeats the purpose of subordination.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Consent and Release on Full Repayment","Provides that once the senior debt is repaid in full and the facility cancelled, the postponement and restrictions automatically terminate and the assignor recovers free and unencumbered rights to the postponed claim.","Upon confirmation from the Assignee that the Senior Debt has been repaid in full and the [CREDIT FACILITY AGREEMENT] has been terminated, this Agreement shall cease to have effect and the Postponed Claim shall be released from subordination without further action by any party.","Requiring the subordinated creditor to execute a separate release document after repayment — this creates a practical enforcement risk if the senior lender is unresponsive or dissolved.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Governing Law and Dispute Resolution","Specifies which jurisdiction's law governs the agreement and the mechanism for resolving disputes — typically litigation in a named court or commercial arbitration.","This Agreement shall be governed by and construed in accordance with the laws of [JURISDICTION]. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [COURT / ARBITRATION BODY, CITY].","Choosing a governing law that differs from the law governing the original guarantee or the senior facility — inconsistent governing law across a credit package creates conflicts of law that are costly to resolve.",[342,347,352,357,362,367,372,377],{"step":343,"title":344,"description":345,"tip":346},1,"Identify all parties by registered legal name","Enter the full registered legal names of the assignor, assignee, and borrower. Confirm each name against the original guarantee document and the senior credit facility agreement to ensure consistency.","Pull the exact entity name from the relevant corporate registry — a name mismatch between this document and the original guarantee is the most common execution error.",{"step":348,"title":349,"description":350,"tip":351},2,"Reference the original guarantee precisely","Enter the date, parties, and governing document number of the guarantee being assigned. Attach a copy of the original guarantee as a schedule if the transaction requires it for completeness.","If the original guarantee has been amended, reference the amendment date as well — assigning an outdated version leaves the amendment's obligations outside the transfer.",{"step":353,"title":354,"description":355,"tip":356},3,"Define senior debt by reference to the specific facility","In the postponement clause, identify the senior debt by naming the exact credit facility agreement — including date and parties — rather than using a generic description such as 'all amounts owing.'","Scope matters: if the borrower has multiple facilities with the same lender, specify whether all facilities or only the named one trigger the postponement.",{"step":358,"title":359,"description":360,"tip":361},4,"Set the terms of permitted payments","Determine whether any payments on the postponed claim are permitted while senior debt is outstanding, and if so, under what conditions. Enter any agreed payment frequency, cap, or consent mechanism in the permitted payments clause.","Senior lenders typically allow interest-only payments on shareholder loans provided no default exists — document this carve-out explicitly to avoid later dispute.",{"step":363,"title":364,"description":365,"tip":366},5,"Specify the standstill period duration","Enter the number of days the subordinated creditor must wait before taking enforcement action after an event of default. Align this period with the enforcement timeline in the senior facility agreement.","A standstill of 90–180 days is standard in commercial lending — anything shorter may be unacceptable to institutional lenders and could render the postponement commercially ineffective.",{"step":368,"title":369,"description":370,"tip":371},6,"Complete the notice of assignment and obtain borrower acknowledgment","Prepare the notice of assignment in the form required by Schedule [X] and ensure the borrower signs the acknowledgment section before or simultaneously with execution of this agreement.","In Canada and the UK, an equitable assignment becomes a legal assignment only after formal notice is given — without it, the assignee may not be able to enforce directly against the borrower.",{"step":373,"title":374,"description":375,"tip":376},7,"Confirm governing law is consistent across the credit package","Check that the governing law selected in this document matches the governing law of the original guarantee and the senior credit facility. Note any jurisdiction-specific requirements for execution — notarization, witnessing, or registration.","In Quebec and civil law jurisdictions, assignments of claims may need to be perfected by notarial act or registration to be enforceable against third parties.",{"step":378,"title":379,"description":380,"tip":381},8,"Execute in the required signing format before funding","All parties — assignor, assignee, and borrower — must sign before the senior lender advances funds or extends credit. Counterpart execution by electronic signature is generally valid, but confirm this is acceptable under the governing law.","Senior lenders typically require a fully executed copy of this document as a condition precedent to drawdown — execute it as part of the closing checklist, not after.",[383,387,391,395,399,403],{"mistake":384,"why_it_matters":385,"fix":386},"Using generic 'all amounts owing' as the senior debt definition","An undefined or overbroad senior debt definition means the subordination may apply to future unrelated facilities or obligations the assignor never intended to subordinate to, creating an indefinite postponement.","Define Senior Debt by explicit reference to the named credit facility agreement, its date, and the parties involved. Include a clause confirming that the definition does not extend to subsequently entered facilities unless expressly agreed.",{"mistake":388,"why_it_matters":389,"fix":390},"Failing to obtain written borrower acknowledgment of the assignment","In many common-law jurisdictions, an assignment of a guarantee or debt right does not bind the debtor until they receive formal notice. Without acknowledgment, the borrower may continue making payments to the assignor, and the assignee has no direct enforcement right.","Include a notice of assignment schedule and have the borrower sign an acknowledgment contemporaneously with execution. In civil law jurisdictions, confirm whether notarial or registered notice is required.",{"mistake":392,"why_it_matters":393,"fix":394},"Setting a standstill period shorter than the lender's enforcement timeline","If the subordinated creditor can demand repayment or commence proceedings within 30 days of a default while the senior lender needs 90 days to accelerate and enforce, the postponement fails its commercial purpose and may be challenged in insolvency.","Align the standstill period with the notice and cure periods in the senior facility agreement — 90 to 180 days is the market standard for commercial transactions.",{"mistake":396,"why_it_matters":397,"fix":398},"Omitting restrictions on the subordinated creditor taking additional security","A subordinated creditor who takes a charge or mortgage over the borrower's assets after signing the postponement can effectively gain priority over the senior lender for those specific assets, undermining the entire subordination structure.","Add an explicit prohibition on the assignor taking any form of security for the postponed claim without the senior lender's prior written consent for the duration of the senior debt.",{"mistake":400,"why_it_matters":401,"fix":402},"Executing the document after the senior facility has already been drawn","Most senior facility agreements require the guarantee assignment and postponement as a condition precedent to drawdown. Executing it after funding has occurred may mean the subordination is not part of the agreed credit conditions and could be challenged as a preference in insolvency.","Include this document in the closing checklist and ensure it is fully executed before or simultaneously with the first drawdown under the senior facility.",{"mistake":404,"why_it_matters":405,"fix":406},"Governing law inconsistent with the original guarantee or senior facility","When the assignment agreement is governed by a different law than the underlying guarantee, courts may need to apply two sets of rules to determine enforceability — the result is unpredictable and expensive to resolve in litigation.","Review the governing law clause of both the original guarantee and the senior facility before completing this document and align all three instruments to the same jurisdiction.",[408,411,414,417,420,423,426,429,432],{"question":409,"answer":410},"What is a guarantee assignment and postponement of claim?","A guarantee assignment and postponement of claim is a legal document with two distinct functions. First, it transfers (assigns) the rights under an existing guarantee from one creditor to another — typically to a senior lender. Second, it requires the original creditor or guarantor to formally subordinate and postpone any claim they hold against the borrower until the senior lender has been fully repaid. The document is a standard component of commercial lending and restructuring transactions where multiple creditors have claims against the same borrower.\n",{"question":412,"answer":413},"Why do banks require a postponement of claim?","Senior lenders require a postponement of claim to ensure that related-party creditors — most commonly shareholders who have loaned money to their own company — cannot demand repayment ahead of the bank if the borrower gets into financial difficulty. Without a signed postponement, a shareholder loan ranks equally with the bank's debt in insolvency, reducing the assets available to the senior lender. Banks typically require the document as a condition precedent to approving or renewing a credit facility.\n",{"question":415,"answer":416},"What is the difference between subordination and postponement?","Subordination and postponement are closely related but technically distinct. Subordination refers to the general ranking of one debt below another in the capital structure — the subordinated creditor receives payment only after the senior creditor is satisfied. Postponement is the contractual mechanism that achieves subordination: the creditor with the lower-ranking claim agrees not to demand repayment, accept payments, or take enforcement action until the senior debt is cleared. In practice, both terms are often used interchangeably, and many agreements combine both concepts in a single document.\n",{"question":418,"answer":419},"Who are the parties to a guarantee assignment and postponement of claim?","There are typically three parties. The assignor is the party transferring their guarantee rights and agreeing to postpone their claim — often a shareholder, related company, or existing creditor. The assignee is the party receiving the guarantee rights — typically the senior lender or bank. The borrower is the company whose obligations are the subject of the guarantee and the postponed claim. In some structures, the borrower signs as a consenting party rather than a full counterparty.\n",{"question":421,"answer":422},"Can a postponed claim ever be repaid before the senior debt is cleared?","Yes, but only under conditions expressly permitted in the agreement. Most postponement documents allow the borrower to make scheduled interest payments on the subordinated claim provided no event of default has occurred and the senior lender has given written consent. Principal repayments are almost never permitted while senior debt is outstanding without the lender's explicit approval. Any payment made in breach of the postponement covenant may be treated as a preference and clawed back in insolvency proceedings.\n",{"question":424,"answer":425},"Is a guarantee assignment and postponement of claim enforceable in insolvency?","Generally yes, provided the document was properly executed before the insolvency event and was not entered into as a preference or fraudulent transfer. In most jurisdictions, a subordination agreement signed at arm's length as part of a genuine commercial lending transaction is respected by insolvency courts. However, a subordination executed close in time to an insolvency event — particularly if it benefited a connected party — may be challenged as a transaction at undervalue or an unfair preference. Legal advice is strongly recommended when the borrower is in financial difficulty.\n",{"question":427,"answer":428},"Does the borrower need to sign the postponement agreement?","The borrower's signature or written acknowledgment is required in most common-law jurisdictions for the assignment to take full legal effect against them. Without formal notice of the assignment, the borrower may continue paying the assignor rather than the assignee, and the assignee may lack a direct right of enforcement against the borrower. Some structures require only the assignor and assignee to sign, with a separate notice served on the borrower — but obtaining the borrower's acknowledgment in the agreement itself is the safer practice.\n",{"question":430,"answer":431},"What happens when the senior debt is fully repaid?","Once the senior debt is repaid in full and the senior credit facility is cancelled or terminated, the postponement and all related restrictions automatically terminate. The subordinated creditor regains their unrestricted right to demand repayment of the postponed claim from the borrower. Well- drafted agreements include a self-executing release clause so that the assignor does not need to obtain a separate discharge document from the lender — which is particularly important if the lender has been wound up or merged after the repayment.\n",{"question":433,"answer":434},"Do I need a lawyer to complete this document?","For straightforward transactions — such as a shareholder postponing a small intercompany loan to satisfy a standard bank lending condition — a high- quality template is often sufficient with a brief legal review. However, legal advice is strongly recommended when the transaction involves large sums, cross-border parties, complex capital structures, or a borrower that is already in financial difficulty. A lawyer can also confirm whether the assignment must be registered or perfected in the relevant jurisdiction to be effective against third parties and in insolvency.\n",[436,440,444,448],{"industry":437,"icon_asset_id":438,"specifics":439},"Commercial Banking and Lending","industry-fintech","Standard condition precedent to drawing down a term loan or revolving credit facility where shareholders have existing intercompany loans that must be subordinated.",{"industry":441,"icon_asset_id":442,"specifics":443},"Private Equity and Leveraged Finance","industry-professional-services","Used in leveraged buyout structures to rank mezzanine debt, vendor loans, and management co-invest claims below senior secured facilities.",{"industry":445,"icon_asset_id":446,"specifics":447},"Real Estate and Property Development","industry-real-estate","Required by construction lenders when a developer has funded early-stage costs through shareholder loans that must be postponed behind the construction facility.",{"industry":449,"icon_asset_id":450,"specifics":451},"Manufacturing and Industrial","industry-manufacturing","Applied when owner-operators have made working capital loans to their companies and a bank or equipment finance lender requires formal subordination as a lending condition.",[453,456,459,462],{"vs":249,"vs_template_id":454,"summary":455},"personal-guarantee-D13338","A personal guarantee creates a new obligation — the guarantor promises to repay the lender if the borrower defaults. A guarantee assignment and postponement of claim does not create a new obligation; it transfers existing guarantee rights to a new holder and subordinates the assignor's existing claim. Both documents are often used together in the same lending transaction.",{"vs":245,"vs_template_id":457,"summary":458},"D{SUBORDINATION_AGREEMENT_ID}","A standalone subordination agreement ranks one debt below another but does not necessarily transfer the guarantee itself to the senior lender. A guarantee assignment and postponement of claim combines two functions — the transfer of guarantee rights and the subordination of the postponed claim — making it a more comprehensive instrument for transactions where the lender requires both protections simultaneously.",{"vs":241,"vs_template_id":460,"summary":461},"D{INTERCREDITOR_AGREEMENT_ID}","An intercreditor agreement governs the full relationship between two or more creditors — covering payment waterfall, enforcement rights, amendments, and restructuring votes. A guarantee assignment and postponement of claim is narrower: it addresses one specific guarantee transfer and one specific postponement obligation. For complex multi-lender structures, an intercreditor agreement is required; for simpler bilateral arrangements, this document suffices.",{"vs":463,"vs_template_id":464,"summary":465},"Deed of Assignment","D{DEED_OF_ASSIGNMENT_ID}","A general deed of assignment transfers any contractual right or asset from one party to another. A guarantee assignment and postponement of claim is a specialized instrument that combines the assignment of guarantee rights with a formal subordination covenant — including standstill provisions, permitted payment carve-outs, and insolvency protections that a general deed of assignment does not address.",{"use_template":467,"template_plus_review":471,"custom_drafted":475},{"best_for":468,"cost":469,"time":470},"Standard shareholder loan postponements required by a domestic bank as a condition of a straightforward SME credit facility","Free","30–60 minutes",{"best_for":472,"cost":473,"time":474},"Transactions involving sums above $250,000, cross-border parties, or a borrower with an existing credit history that requires careful subordination scoping","$500–$1,500","2–5 business days",{"best_for":476,"cost":477,"time":478},"Leveraged finance transactions, multi-lender capital structures, distressed borrowers, or cross-border deals requiring perfection of the assignment in multiple jurisdictions","$3,000–$10,000+","1–3 weeks",[480,485,490,495],{"code":481,"name":482,"flag_asset_id":483,"note":484},"us","United States","flag-us","In the US, subordination agreements are generally enforceable under both state contract law and federal bankruptcy law (11 U.S.C. § 510), which expressly upholds contractual subordination in insolvency proceedings. Enforceability varies by state for specific provisions — California and New York courts, which handle the majority of commercial lending disputes, have well-developed case law supporting arm's-length subordination arrangements. UCC Article 9 may require filing a financing statement if the assignment involves a security interest in commercial tort claims or certain financial assets.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"ca","Canada","flag-ca","Canadian courts consistently enforce subordination and postponement agreements in insolvency proceedings under the Bankruptcy and Insolvency Act and the Companies' Creditors Arrangement Act, provided the document was executed at arm's length and not as a preference. In Quebec, the assignment of a claim (cession de créance) must comply with the Civil Code of Quebec and may require notification by a bailiff or notarial act to be opposable against the debtor and third parties. Each province's Personal Property Security Act may require registration to perfect the assignment against third-party creditors.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"uk","United Kingdom","flag-uk","Under the Law of Property Act 1925, a legal assignment of a debt or other chose in action requires written notice to the debtor to take full legal effect — without notice, the assignment is merely equitable and the assignee cannot sue in their own name. The Insolvency Act 1986 may subject the postponement to challenge as a preference or transaction at an undervalue if executed within the relevant look-back periods before administration or liquidation. Post-Brexit, EU regulations no longer apply, and English law governs cross-border assignments for most UK-incorporated entities.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"eu","European Union","flag-eu","Enforceability of guarantee assignments and subordination arrangements across EU member states is governed primarily by national contract and insolvency law, with significant variation between jurisdictions. The EU Insolvency Regulation (2015/848) governs cross-border insolvency proceedings within the EU and generally respects contractual subordination arrangements. In France and Germany, additional formal requirements — such as signification by huissier in France or notarial execution for certain German security documents — may apply. GDPR considerations arise when the assignment involves the transfer of personal data about the borrower or its directors.",[250,501,502,503,504,505,506,507,508,509,238,510],"non-disclosure-agreement-nda-D12692","loan-agreement-D417","promissory-note-D434","security-agreement-D915","general-safety-rules-D716","release-of-liability-waiver-D12892","amendment-agreement-D13872","demand-letter-D13262","letter-of-intent_acquisition-of-business-D5197","indemnification-agreement-D13016",{"emit_how_to":198,"emit_defined_term":198},{"primary_folder":96,"secondary_folder":513,"document_type":514,"industry":515,"business_stage":516,"tags":517,"confidence":523},"guaranties-and-collateral","agreement","general","all-stages",[518,519,520,521,522],"guarantee","lender","legal","subordination","collateral",0.95,"\u003Ch2>What is a Guarantee Assignment and Postponement of Claim?\u003C/h2>\n\u003Cp>A \u003Cstrong>Guarantee Assignment and Postponement of Claim\u003C/strong> is a legally binding document that performs two distinct but related functions in a commercial lending transaction. First, it assigns — that is, formally transfers — the rights held by one creditor under an existing guarantee to a senior lender or new creditor. Second, it requires the original creditor (most often a shareholder or related-party lender) to postpone and subordinate any claim they hold against the borrower until the senior debt has been repaid in full. The document is a standard instrument in commercial banking, leveraged finance, and corporate restructuring, and is typically required by institutional lenders as a condition precedent to approving or drawing down a credit facility where intercompany or shareholder loans are present in the borrower's capital structure.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed guarantee assignment and postponement of claim, a senior lender has no contractual protection against a shareholder or related-party creditor demanding repayment ahead of the bank when the borrower faces financial difficulty. In insolvency, an unsubordinated shareholder loan ranks equally with the bank's debt and reduces the recoverable assets available to the senior lender — directly affecting how much the bank can recover. For the borrower, failing to provide this document typically means the credit facility is not approved, not renewed, or placed in default. For the shareholder-creditor, signing without legal review carries its own risks: the standstill and permitted-payment provisions can leave them unable to recover their loan for years. This template gives all parties a structured, court-tested starting point that covers the assignment mechanics, the subordination covenant, standstill protections, and the automatic release on repayment — reducing the risk of gaps that become expensive disputes at the worst possible moment.\u003C/p>\n",1778773601861]