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Corporate Guarantee For Bank Loan
"Need a Corporate Guarantee For Bank Loan where our parent company in Singapore will guarantee a SGD 5 million facility for our manufacturing subsidiary, to be effective from March 2025. The guarantee should include specific provisions for cross-border payments as the subsidiary is based in Malaysia."
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
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