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SBLC Non Recourse Loan
"I need an SBLC Non-Recourse Loan agreement under Philippine law for a USD 5 million facility to finance a renewable energy project, with the SBLC to be issued by ABC Bank Manila, and the loan to be drawn down by March 2025."
1. Parties: Identification of the Lender, Borrower, and any SBLC issuing bank or security trustee
2. Background: Context of the transaction, including the purpose of the loan and the SBLC arrangement
3. Definitions: Detailed definitions of terms used throughout the agreement, including banking, SBLC, and financial terms
4. Facility and Purpose: Details of the loan facility, amount, and permitted purpose
5. SBLC Terms: Specific terms and conditions of the Standby Letter of Credit
6. Non-Recourse Provisions: Clear stipulation of the non-recourse nature and limitations of the lender's recourse
7. Conditions Precedent: Conditions that must be satisfied before the loan becomes effective
8. Drawdown: Procedures and conditions for drawing down the loan facility
9. Repayment Terms: Repayment schedule, methods, and procedures
10. Security and Collateral: Details of security arrangements and SBLC as primary collateral
11. Representations and Warranties: Standard and transaction-specific representations and warranties
12. Covenants: Positive and negative covenants applicable to the borrower
13. Events of Default: Circumstances constituting default and consequences
14. Enforcement: Rights and remedies in case of default, limited to the SBLC and specified collateral
15. Governing Law and Jurisdiction: Philippine law as governing law and jurisdiction provisions
16. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Security Trustee Provisions: Required when a security trustee is appointed to hold the SBLC or other security on behalf of the lender
2. Currency Provisions: Required for cross-border transactions or when the SBLC is denominated in a foreign currency
3. Multiple Lender Provisions: Required when there are multiple lenders involved in the facility
4. Tax Provisions: Detailed tax provisions required when there are cross-border elements or specific tax considerations
5. Assignment and Transfer: Detailed provisions for assignment rights when transferability of the loan or SBLC is contemplated
6. Account Bank Provisions: Required when specific account arrangements are needed for loan disbursement or repayment
7. Insurance: Required when additional insurance coverage is needed beyond the SBLC
1. Schedule 1 - SBLC Details: Full details of the SBLC including issuing bank, amount, validity, and terms
2. Schedule 2 - Conditions Precedent: Detailed list of all required conditions precedent documents and requirements
3. Schedule 3 - Drawdown Request Form: Form of drawdown request to be used by the borrower
4. Schedule 4 - Repayment Schedule: Detailed repayment schedule including dates and amounts
5. Schedule 5 - Security Documents: List and copies of all security documents
6. Schedule 6 - Fees and Charges: Detailed breakdown of all applicable fees and charges
7. Appendix A - Form of SBLC: The agreed form of the Standby Letter of Credit
8. Appendix B - Form of Compliance Certificate: Template for periodic compliance certification by the borrower
9. Appendix C - Notice Details: Contact details and notice requirements for all parties
Authors
Facility
Purpose
Conditions Precedent
Drawdown
Interest
Repayment
Prepayment
Non-Recourse Provisions
SBLC Terms
Security
Representations and Warranties
Information Undertakings
General Undertakings
Financial Covenants
Events of Default
Enforcement
Changes to Parties
Payment Mechanics
Set-off
Notices
Confidentiality
Counterparts
Governing Law
Dispute Resolution
Assignment
Force Majeure
Severability
Amendments
Waiver
Indemnification
Costs and Expenses
Tax Provisions
Currency Provisions
Anti-Money Laundering
Sanctions Compliance
Authority and Capacity
Entire Agreement
Third Party Rights
Further Assurance
Banking and Financial Services
Real Estate Development
Infrastructure
Energy and Utilities
Manufacturing
Mining and Resources
Telecommunications
Construction
International Trade
Project Finance
Commercial Real Estate
Industrial Development
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Banking
Trade Finance
Credit
Operations
Corporate Secretarial
Project Finance
Structured Finance
Chief Financial Officer
Finance Director
Treasury Manager
Corporate Banker
Trade Finance Manager
Legal Counsel
Banking Lawyer
Risk Manager
Credit Officer
Compliance Officer
Project Finance Manager
Corporate Finance Manager
Managing Director
Banking Operations Manager
Financial Controller
Transaction Manager
Structured Finance Director
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