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Guarantee Facility Agreement
"Need a Guarantee Facility Agreement under Philippine law for a PHP 500 million facility between ABC Bank as guarantor and XYZ Construction Corp as principal debtor, to support their infrastructure projects with government agencies, with quarterly reporting requirements and specific provisions for performance bonds."
1. Parties: Identification of the guarantor, the beneficiary (typically a lender), and the principal debtor
2. Background: Context of the guarantee facility, including the underlying transaction or relationship being guaranteed
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. The Guarantee Facility: Core terms of the guarantee facility, including the maximum amount, purpose, and nature of the guarantee
5. Conditions Precedent: Conditions that must be satisfied before the guarantee facility becomes effective
6. Utilization and Issuance: Process and requirements for utilizing the guarantee facility and issuing individual guarantees
7. Guarantee Commission and Fees: Financial terms including guarantee commission, fees, and payment arrangements
8. Representations and Warranties: Standard and specific representations and warranties given by the parties
9. Covenants: Positive and negative undertakings of the parties
10. Events of Default: Circumstances constituting default and their consequences
11. Payments and Calculations: Payment mechanisms, calculation methods, and currency provisions
12. Changes to Parties: Rules regarding assignment, transfer, and succession
13. Notices: Communication requirements and contact details
14. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
15. Governing Law and Jurisdiction: Choice of Philippine law and jurisdiction provisions
1. Security Provisions: Include when the guarantee facility is secured by collateral or other security arrangements
2. Counter-Indemnity: Include when there is a counter-indemnity arrangement from the principal debtor to the guarantor
3. Multiple Guarantors: Include when there are multiple guarantors, detailing joint and several liability
4. Tax Provisions: Detailed tax provisions when cross-border elements or complex tax implications exist
5. Foreign Currency Provisions: Include when the guarantee facility involves foreign currency transactions
6. Electronic Execution: Include when the agreement may be executed electronically under the E-Commerce Act
7. Anti-Money Laundering Compliance: Detailed AML provisions when required by the nature of the parties or transaction
8. Step-In Rights: Include when the guarantor has rights to step into the underlying transaction
1. Form of Guarantee: Template form for individual guarantees to be issued under the facility
2. Conditions Precedent Documents: List of required documents and conditions to be satisfied
3. Utilization Request Form: Standard form for requesting utilization of the guarantee facility
4. Fee Schedule: Detailed breakdown of all applicable fees and commissions
5. Security Details: Details of any security or collateral provided (if applicable)
6. Authorized Signatories: List of authorized signatories for each party
7. Notice Details: Detailed contact information for all parties
8. Underlying Facility Terms: Summary or extract of the main terms of the underlying facility being guaranteed
Authors
Banking & Financial Services
Corporate Finance
Infrastructure & Construction
Manufacturing
International Trade
Real Estate & Property Development
Energy & Utilities
Telecommunications
Retail & Commerce
Transportation & Logistics
Legal
Finance
Treasury
Credit Risk
Compliance
Commercial
Corporate Banking
Trade Finance
Project Finance
Operations
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
Corporate Banking Manager
Credit Risk Manager
Relationship Manager
Trade Finance Manager
Company Secretary
Compliance Officer
Commercial Director
Contract Manager
Project Finance Manager
Financial Controller
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