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The Guarantee Facility Agreement is a crucial financial instrument used when a company requires a standing arrangement with a financial institution for the issuance of guarantees to support its business operations. This agreement, governed by Maltese law, establishes a framework under which the guarantee provider commits to issue various types of guarantees (such as performance bonds, tender guarantees, or payment guarantees) up to a specified facility limit. The document is particularly relevant for companies engaged in contracts requiring performance security, participating in tenders, or needing guarantees for regulatory compliance. The agreement includes comprehensive provisions on facility utilization, fees, conditions precedent, and ongoing obligations, while ensuring compliance with Maltese banking regulations and EU financial services requirements. It serves as the master agreement governing all guarantees to be issued under the facility, streamlining the process for obtaining individual guarantees when needed.

1. Parties: Identification of the guarantee facility provider, the applicant/obligor, and any initial guarantors

2. Background: Context of the agreement, relationship between parties, and purpose of the guarantee facility

3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and construction principles

4. The Facility: Details of the guarantee facility, including nature, purpose, and facility limit

5. Conditions Precedent: Conditions that must be satisfied before the facility becomes available

6. Utilization: Procedures and requirements for requesting and issuing guarantees under the facility

7. Guarantee Terms: Standard terms applicable to all guarantees issued under the facility

8. Facility Limit and Availability: Rules governing the facility limit, availability period, and calculation of utilized amounts

9. Fees and Expenses: All fees payable, including facility fees, guarantee issuance fees, and expenses

10. Tax Provisions: Tax-related obligations and gross-up provisions

11. Representations and Warranties: Standard representations and warranties given by the applicant

12. Undertakings: General, financial, and information undertakings of the applicant

13. Events of Default: Circumstances constituting default and their consequences

14. Changes to Parties: Rules regarding assignments, transfers, and changes to parties

15. Administration: Administrative provisions, calculations, and notices

16. Governing Law and Jurisdiction: Choice of Maltese law and jurisdiction provisions