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1. Parties: Identifies the Guarantor, Principal Debtor (Borrower), and the Bank
2. Background: Sets out the context of the facility agreement and reason for guarantee
3. Definitions: Defines key terms used throughout the guarantee including Guaranteed Obligations, Security Documents, and Events of Default
4. Guarantee and Indemnity: Core provisions detailing the guarantee obligations and indemnification terms
5. Nature of Guarantee: Specifies the guarantee as continuing, unconditional, and irrevocable
6. Payment Provisions: Details of payment obligations, mechanisms, and timing requirements
7. Representations and Warranties: Guarantor's confirmations regarding capacity, authority, and financial condition
8. Covenants: Ongoing obligations of the Guarantor throughout the guarantee period
9. Events of Default: Circumstances constituting default under the guarantee
10. Enforcement and Remedies: Rights and remedies available to the Bank upon default
11. Miscellaneous: Standard boilerplate provisions including notices, assignments, and amendments
12. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction provisions
1. Security Provisions: Additional security arrangements when the guarantee is secured by specific assets
2. Currency Provisions: Provisions for currency conversion and payment terms for cross-border transactions
3. Tax Gross-up: Provisions dealing with withholding tax and other tax implications
4. Change of Control: Provisions triggered by change in ownership or control of the Guarantor
5. Financial Covenants: Specific financial maintenance covenants applicable to the Guarantor
1. Facility Agreement Details: Summary or copy of the main facility agreement being guaranteed
2. Form of Demand: Standard form for making demands under the guarantee
3. Corporate Authorizations: Copies of relevant board resolutions and corporate authorizations
4. Security Documents: List and copies of related security documents if applicable
5. Compliance Certificate: Form of certificate for periodic confirmation of compliance with guarantee terms
Guaranteed Obligations
Event of Default
Security
Secured Liabilities
Guarantor
Principal Debtor
Bank
Business Day
Facility
Interest Period
Default Interest
Demand
Enforcement Action
Material Adverse Effect
Potential Event of Default
Security Documents
Subsidiary
Tax
Working Day
Permitted Security Interest
Finance Documents
Financial Indebtedness
Group
Holding Company
Loan
Outstanding Amount
Relevant Jurisdiction
Security Interest
Taxes
Third Party Rights
Transaction Documents
Authority
Authorized Signatory
Representations and Warranties
Payment Obligations
Continuing Security
Default and Enforcement
Interest and Charges
Set-off Rights
Currency Provisions
Tax Gross-up
Costs and Expenses
Amendments and Waivers
Assignment and Transfer
Notices
Governing Law
Jurisdiction
Severability
Entire Agreement
Non-Competition
Reinstatement
Further Assurance
Discharge and Release
Waiver of Defenses
Preservation of Rights
Primary Obligation
Indemnities
Payments
Default Interest
Subordination
Information Undertakings
Financial Covenants
Change of Control
Confidentiality
Counterparts
Time of Essence
Third Party Rights
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