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1. Parties: Identification of the lender and borrower entities, including their company registration details and registered offices
2. Background: Context of the intra-group arrangement and relationship between the parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. The Facility: Details of the loan facility, including amount, purpose, and availability period
5. Interest: Interest rate, calculation method, payment dates, and default interest provisions
6. Repayment: Terms and schedule for repayment of the loan principal
7. Prepayment: Conditions and process for voluntary or mandatory prepayment
8. Tax Gross Up and Indemnities: Provisions for tax-related adjustments and indemnifications
9. Representations and Warranties: Standard representations and warranties from the borrower
10. Information Undertakings: Requirements for financial and other information provision
11. General Undertakings: General covenants and obligations of the borrower
12. Events of Default: Circumstances constituting default and consequences
13. Changes to Parties: Provisions regarding assignment and transfer rights
14. Administration: Administrative provisions including notices and calculations
15. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction provisions
1. Security: Include if the loan is to be secured by any assets or guarantees
2. Conditions Precedent: Include if there are specific conditions to be met before drawdown
3. Multiple Currencies: Include if the facility can be drawn in multiple currencies
4. Increased Costs: Include if regulatory changes might affect the cost of maintaining the loan
5. Set-off: Include if set-off rights are to be explicitly provided for
6. Subordination: Include if the loan needs to be subordinated to other indebtedness
7. Anti-corruption and Sanctions: Include if required by group compliance policies
1. Form of Drawdown Request: Standard form for requesting drawdown under the facility
2. Repayment Schedule: If installment repayments are required, detailed schedule of payments
3. Calculation of Interest: Detailed methodology for interest calculations if complex
4. Form of Transfer Certificate: Standard form for transferring rights under the agreement
5. Group Structure Chart: Shows relationship between the parties within the group
6. Security Documents: If applicable, lists and describes any security documents
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