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1. Parties: Identification and details of the financing provider and recipient
2. Background: Context and purpose of the financing arrangement
3. Definitions: Key terms used throughout the agreement including revenue definitions, calculation periods, and payment mechanics
4. Facility and Purpose: Details of the financing amount, intended use, and any conditions precedent
5. Revenue Share Calculation: Formula and methodology for calculating revenue share payments, including revenue base and percentage
6. Payment Terms: Timeline and mechanics of payments, including payment dates, methods, and reconciliation processes
7. Representations and Warranties: Statements of fact by the recipient regarding their business, authority, and financial condition
8. Covenants: Ongoing obligations of the recipient including financial covenants and operational requirements
9. Events of Default: Circumstances constituting breach and corresponding remedies available to the financing provider
1. Security: Details of any security arrangements and enforcement rights when security is required for the financing
2. Information Rights: Additional reporting requirements and audit rights for larger facilities or higher-risk recipients
3. Conversion Rights: Rights to convert revenue share into equity, including conversion triggers and mechanics
4. Early Repayment: Terms and conditions for early repayment of the facility, including any premiums or penalties
1. Revenue Calculation Schedule: Detailed methodology for revenue calculations, including specific inclusions, exclusions, and accounting principles
2. Form of Revenue Report: Template for periodic revenue reporting including required information and format
3. Payment Schedule: Projected payment dates, minimum payment amounts, and caps if applicable
4. Security Documents: Forms of security documents and detailed security arrangements if applicable
5. Information Requirements: Detailed reporting requirements, templates, and timing for financial and operational information
Applicable Rate
Business Day
Completion Date
Default Event
Default Rate
Eligible Revenue
Excluded Revenue
Facility
Final Payment Date
Financial Information
Gross Revenue
Information Undertakings
Interest Period
Maximum Payment Amount
Minimum Payment Amount
Payment Date
Payment Percentage
Permitted Purpose
Qualifying Revenue
Recipient Account
Revenue Based Payment
Revenue Period
Revenue Report
Revenue Share
Security Documents
Term
Total Revenue Share Amount
Transaction Documents
Utilisation
Warranties
Facility
Purpose
Conditions Precedent
Utilisation
Revenue Share Calculation
Payments
Revenue Reporting
Information Rights
Representations and Warranties
General Undertakings
Financial Covenants
Information Undertakings
Events of Default
Acceleration
Security
Change of Control
Assignment and Transfer
Amendments and Waivers
Confidentiality
Data Protection
Notices
Calculations
Partial Invalidity
Remedies and Waivers
Counterparts
Governing Law
Enforcement
Jurisdiction
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