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1. 1. Parties: Identifies and defines the lender, borrower, and any guarantors to the agreement
2. 2. Background: Sets out the context and purpose of the loan agreement, including the nature of the asset-based lending arrangement
3. 3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. 4. The Facility: Details of the loan facility, including amount, purpose, and asset-based lending mechanics
5. 5. Security: Description of assets provided as security and the security interest creation
6. 6. Conditions Precedent: Conditions that must be satisfied before drawdown of the facility
7. 7. Representations and Warranties: Statements of fact made by the borrower regarding their business and secured assets
8. 8. Covenants: Ongoing obligations of the borrower including financial covenants and asset maintenance requirements
9. 9. Events of Default: Circumstances that trigger default and enforcement remedies
1. Guarantees: Required when third-party guarantees are part of the security package
2. Intercreditor Provisions: Regulates relationship between multiple creditors when there are multiple lenders or ranking of security
3. Insurance Requirements: Specific insurance requirements for secured assets when particular asset insurance is required
4. Asset Monitoring: Specific provisions for monitoring and reporting on the secured assets when enhanced oversight is needed
1. Schedule 1 - Conditions Precedent: Detailed list of required documents and conditions to be satisfied
2. Schedule 2 - Form of Drawdown Notice: Template for requesting loan disbursements
3. Schedule 3 - Secured Assets: Detailed description and valuation of assets provided as security
4. Schedule 4 - Financial Covenants: Detailed financial ratios, calculations and reporting requirements
5. Schedule 5 - Form of Compliance Certificate: Template for periodic compliance reporting
6. Schedule 6 - Borrowing Base Calculation: Formula and methodology for calculating the borrowing base against secured assets
Applicable Margin
Asset Base Certificate
Availability Period
Borrowing Base
Business Day
Charged Assets
Commitment
Default
Default Rate
Eligible Inventory
Eligible Receivables
Event of Default
Facility
Facility Amount
Finance Documents
Financial Indebtedness
Financial Statements
Group
Interest Payment Date
Interest Period
LIBOR/SONIA
Loan
Material Adverse Effect
Net Orderly Liquidation Value
Obligors
Permitted Security
Qualifying Assets
Receivables
Repeating Representations
Security Documents
Security Interest
Secured Obligations
Subsidiary
Term
Termination Date
Transaction Security
Utilisation
Utilisation Date
Valuation
Facility Terms
Purpose
Borrowing Base
Security
Conditions Precedent
Utilisation
Interest
Fees
Tax Gross Up and Indemnities
Increased Costs
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Asset Monitoring
Events of Default
Changes to Parties
Payment Mechanics
Set-off
Notices
Calculations and Certificates
Partial Invalidity
Remedies and Waivers
Amendments and Waivers
Confidentiality
Counterparts
Governing Law
Enforcement
Jurisdiction
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