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1. Parties: Identification of the lender and borrower with their full legal names, registration details, and addresses
2. Background: Context of the loan facility, relationship between parties, and purpose of the evergreen facility
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement, including specific definitions related to the evergreen nature of the facility
4. The Facility: Details of the loan facility including amount, purpose, evergreen nature, and renewal mechanisms
5. Conditions Precedent: Prerequisites that must be satisfied before the facility becomes available and for subsequent drawings
6. Drawdown Mechanics: Procedures and requirements for drawing down the loan, including notice requirements and drawdown periods
7. Interest and Fees: Interest calculation method, payment dates, default interest, and all applicable fees
8. Repayment and Prepayment: Terms for repayment, prepayment provisions, and mechanics of the revolving facility
9. Evergreen Renewal Provisions: Specific terms governing the automatic renewal of the facility, including conditions and termination rights
10. Representations and Warranties: Standard and specific representations and warranties given by the borrower
11. Covenants: Positive and negative undertakings of the borrower, including financial covenants
12. Events of Default: Circumstances constituting default and consequences thereof
13. Changes to Parties: Provisions regarding assignment, transfer, and succession
14. Payments and Calculations: Payment mechanics, business day conventions, and calculation principles
15. Notices: Communication procedures between parties
16. General Provisions: Miscellaneous legal provisions including severability, amendments, and counterparts
17. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction provisions
1. Security: Required if the loan is secured - details of security arrangements and enforcement rights
2. Guarantee: Required if there is a guarantor - terms of guarantee and guarantor obligations
3. Tax Gross Up and Indemnities: Detailed tax provisions required for cross-border lending or if tax complexity exists
4. Increased Costs and Market Disruption: Required for more sophisticated lending arrangements or where market sensitivity is important
5. Set-off Rights: Detailed set-off provisions if parties maintain multiple relationships
6. Anti-Money Laundering Provisions: Enhanced AML provisions for high-risk borrowers or jurisdictions
7. Syndication Provisions: Required if the facility may be syndicated in the future
8. Currency Provisions: Required if multiple currencies are involved or for cross-border lending
1. Schedule 1 - Conditions Precedent: Detailed list of required documents and conditions
2. Schedule 2 - Form of Drawdown Notice: Template for borrower to request drawdowns
3. Schedule 3 - Form of Renewal Notice: Template for confirmation of facility renewal
4. Schedule 4 - Repayment Schedule: If applicable, schedule of repayment dates and amounts
5. Schedule 5 - Financial Covenants: Detailed financial covenant calculations and reporting requirements
6. Schedule 6 - Forms of Compliance Certificate: Template for periodic compliance certification
7. Appendix A - Fee Schedule: Detailed breakdown of all applicable fees
8. Appendix B - Interest Rate Calculation Examples: Examples of interest calculations for clarity
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