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1. Parties: Identification of the lender and borrower, including full legal names and addresses
2. Background: Context of the financing arrangement and general purpose
3. Definitions: Detailed definitions of key terms including 'Inventory', 'Borrowing Base', 'Eligible Inventory', 'Advance Rate', etc.
4. Facility and Purpose: Details of the credit facility, maximum amount, and permitted use of funds
5. Security Interest: Grant of security interest in inventory and related assets, PPSA compliance provisions
6. Borrowing Base: Formula for calculating available credit based on eligible inventory
7. Interest and Fees: Interest rates, calculation methods, fees, and payment terms
8. Conditions Precedent: Requirements to be met before initial and subsequent advances
9. Representations and Warranties: Borrower's statements regarding business, inventory, and legal compliance
10. Covenants: Ongoing obligations regarding inventory management, reporting, and business operations
11. Reporting Requirements: Required inventory reports, financial statements, and other periodic reporting
12. Insurance: Required insurance coverage for inventory and proof of insurance obligations
13. Events of Default: Circumstances constituting default and consequences
14. Remedies: Lender's rights and remedies upon default
15. General Provisions: Standard clauses including notices, amendments, governing law, etc.
1. Multiple Location Provisions: Required when inventory is stored at multiple locations, addressing specific requirements for each location
2. Third Party Agreements: Needed when third-party warehouses or processors are involved, including PPSA acknowledgments
3. Intercreditor Provisions: Required when there are multiple lenders or existing security interests
4. Foreign Currency Provisions: Necessary when inventory is purchased or valued in multiple currencies
5. Environmental Compliance: Required for inventory that involves hazardous materials or environmental regulations
6. Seasonal Advance Rate Adjustments: Used for seasonal businesses with fluctuating inventory levels
7. Consignment Provisions: Required when dealing with consignment inventory arrangements
8. Field Examination Rights: Detailed provisions for lender's right to examine and audit inventory
1. Schedule A - Eligible Inventory Criteria: Detailed criteria for determining eligible inventory for borrowing base
2. Schedule B - Approved Locations: List of approved locations for inventory storage
3. Schedule C - Borrowing Base Certificate: Form of borrowing base calculation and certification
4. Schedule D - Permitted Liens: List of pre-approved liens or encumbrances on inventory
5. Schedule E - Insurance Requirements: Detailed insurance requirements and minimum coverage amounts
6. Schedule F - Reporting Forms: Templates for required inventory and financial reporting
7. Appendix 1 - PPSA Financing Statements: Copies of PPSA financing statements and registrations
8. Appendix 2 - Warehouse Agreements: Copies of agreements with third-party warehouse operators if applicable
Applicable Law
Approved Location
Borrowing Base
Borrowing Base Certificate
Business Day
Collateral
Default
Default Rate
Eligible Inventory
Event of Default
Excluded Inventory
Financial Statements
Financing Statements
GAAP
Governing Law
Indebtedness
Insurance Policies
Interest Payment Date
Interest Period
Interest Rate
Inventory
Inventory Report
Lender's Rights
Lien
Loan Documents
Material Adverse Effect
Maximum Credit Amount
Net Orderly Liquidation Value
Obligations
Permitted Liens
PPSA
Prime Rate
Principal Amount
Required Insurance
Security Interest
Slow Moving Inventory
Subsidiary
Term
Third Party Warehouse
Warehouse Receipt
Work-in-Process
Collateral Description
Financial Covenants
Borrowing Base Calculation
Interest and Fees
Repayment Terms
Conditions Precedent
Representations and Warranties
Affirmative Covenants
Negative Covenants
Reporting Requirements
Insurance
Inspection Rights
Default
Remedies
Indemnification
Assignment
Confidentiality
Notice
Amendment
Governing Law
Dispute Resolution
Force Majeure
Termination
Severability
Entire Agreement
Further Assurance
Waiver
Set-off Rights
Currency
Tax
Costs and Expenses
Priority and Subordination
Release of Security
Environmental Compliance
Account Control
Third Party Rights
Power of Attorney
Retail
Manufacturing
Wholesale Distribution
Automotive
Electronics
Fashion and Apparel
Food and Beverage
Construction Materials
Agricultural Products
Pharmaceuticals
Consumer Goods
Industrial Equipment
Legal
Finance
Treasury
Operations
Supply Chain
Risk Management
Credit
Procurement
Warehouse Operations
Compliance
Commercial Banking
Asset-Based Lending
Chief Financial Officer
Treasury Manager
Finance Director
Credit Manager
Commercial Lending Officer
Risk Manager
Inventory Controller
Supply Chain Manager
Operations Director
Corporate Counsel
Legal Counsel
Commercial Banking Manager
Asset-Based Lending Manager
Warehouse Manager
Financial Controller
Procurement Manager
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