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Guarantee Facility Agreement
"I need a Guarantee Facility Agreement for my construction company to obtain performance bonds and bid bonds from First National Bank, with a facility limit of $10 million, to be used for government infrastructure projects in California."
1. Parties: Identification of the guarantee facility provider, the applicant/obligor, and any other key parties
2. Background: Context of the agreement and commercial purpose of the guarantee facility
3. Definitions and Interpretation: Defined terms, construction rules, and interpretation principles
4. The Facility: Nature, purpose, and amount of the guarantee facility
5. Conditions Precedent: Documents and conditions required before the facility becomes available
6. Utilization: Process and requirements for requesting and issuing guarantees under the facility
7. Fees and Expenses: Fee structure, payment terms, and allocation of costs
8. Tax Provisions: Tax-related obligations, gross-up provisions, and tax indemnities
9. Representations and Warranties: Statements of fact and assurances given by the parties
10. Undertakings: Ongoing obligations and covenants of the parties
11. Events of Default: Circumstances constituting default and their consequences
12. Changes to Parties: Transfer and assignment provisions
13. Payment Mechanics: Payment procedures, currency provisions, and set-off rights
14. Administration: Notice requirements and calculation conventions
15. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions
16. Boilerplate: Standard contractual provisions including severability, entire agreement, etc.
1. Security: Required if the facility is secured by collateral or other security interests
2. Counter-Indemnities: Used when counter-indemnities are required from third parties
3. Multiple Guarantor Provisions: Required when there are multiple guarantors, addressing joint and several liability
4. Syndication Provisions: Needed for syndicated facilities, including agency and majority lender provisions
5. Regulatory Compliance: Special provisions required for regulated entities or transactions
6. Currency Options: Required if guarantees can be issued in multiple currencies
7. Special Purpose Provisions: Specific provisions for particular types of guarantees (e.g., performance bonds, tender guarantees)
8. Bank Products: Required if the facility includes other banking products besides guarantees
1. Form of Utilization Request: Standard form for requesting issuance of guarantees
2. Form of Guarantee: Template(s) for guarantees to be issued under the facility
3. Conditions Precedent Documents: List of required documents and evidence
4. Fee Schedule: Detailed breakdown of fees and charges
5. Authorized Signatories: List of persons authorized to request guarantees
6. Form of Transfer Certificate: Template for transferring rights/obligations under the facility
7. Guarantee Facility Letter: Form of facility letter to be issued for each guarantee
8. Compliance Certificate: Template for periodic compliance certification
Authors
Applicable Law
Application
Authorized Representative
Available Facility
Bank Guarantee
Banking Day
Beneficiary
Business Day
Change of Control
Closing Date
Collateral
Compliance Certificate
Counter-Indemnity
Default
Default Rate
Effective Date
Event of Default
Expiry Date
Facility
Facility Amount
Facility Documents
Facility Limit
Facility Period
Fee Letter
Finance Document
Financial Indebtedness
Financial Statements
Guarantee
Guarantee Commission
Guarantee Fee
Guaranteed Obligations
Indemnified Party
Interest Period
Issue Date
Issuing Bank
Legal Requirement
Material Adverse Effect
Notice of Default
Obligor
Outstanding Amount
Permitted Security
Potential Default
Principal Obligor
Reference Banks
Reference Rate
Relevant Jurisdiction
Security
Security Documents
Subsidiary
Tax
Term
Transaction Documents
Unpaid Sum
Utilization
Utilization Date
Utilization Request
Facility Terms
Conditions Precedent
Utilization
Guarantee Issuance
Fees and Commissions
Payments
Tax Gross-Up
Increased Costs
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Security
Counter-Indemnity
Set-Off
Assignment and Transfer
Amendments and Waivers
Confidentiality
Anti-Money Laundering
Sanctions Compliance
FATCA
Notices
Calculations
Partial Invalidity
Remedies and Waivers
Counterparts
Third Party Rights
Governing Law
Enforcement
Jurisdiction
Service of Process
Banking and Financial Services
Construction and Infrastructure
International Trade
Manufacturing
Energy and Utilities
Real Estate Development
Telecommunications
Mining and Resources
Retail and Consumer Goods
Transportation and Logistics
Government and Public Sector
Healthcare
Legal
Treasury
Finance
Risk Management
Commercial
Compliance
Credit
Operations
Trade Finance
Corporate Banking
Project Finance
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
Risk Manager
Commercial Director
Contract Manager
Credit Manager
Compliance Officer
Project Finance Manager
Trade Finance Manager
Corporate Banking Relationship Manager
General Counsel
Financial Controller
Operations Director
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