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1. Parties: Identifies and provides details of the financial institutions entering into the agreement
2. Background: Sets out the context and purpose of the inter-credit arrangement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. The Facility: Details the credit facility, including amount, purpose, and availability period
5. Conditions Precedent: Specifies conditions that must be satisfied before the facility becomes available
6. Drawdown: Sets out the mechanism and process for drawing down the credit facility
7. Interest: Specifies interest rates, calculation methods, and payment periods
8. Repayment: Details the repayment schedule and mechanisms
9. Prepayment: Provisions regarding voluntary and mandatory prepayment
10. Representations and Warranties: Standard declarations made by both parties
11. Covenants: Positive and negative obligations of the parties
12. Events of Default: Lists circumstances constituting default and consequences
13. Changes to Parties: Provisions for assignment and transfer of rights
14. Administration: Covers operational aspects like payments, calculations, and notices
15. Governing Law and Jurisdiction: Specifies applicable law and dispute resolution mechanism
1. Security: Include when the facility is secured by specific assets or guarantees
2. Syndication Provisions: Required when multiple lenders are involved or syndication is contemplated
3. Increased Costs: Include when regulatory changes might affect lending costs
4. Market Disruption: Include for floating rate facilities to address market disruption scenarios
5. Tax Gross-Up and Indemnities: Include when tax implications need specific attention
6. Currency Provisions: Required when dealing with multiple currencies
7. Set-off Rights: Include when specific set-off arrangements are needed
8. Subordination: Include when the credit facility needs to be subordinated to other debt
1. Schedule 1 - Conditions Precedent Documents: List of documents required before facility becomes effective
2. Schedule 2 - Form of Drawdown Notice: Template for requesting drawdown under the facility
3. Schedule 3 - Repayment Schedule: Detailed repayment dates and amounts
4. Schedule 4 - Form of Transfer Certificate: Template for transferring rights and obligations
5. Schedule 5 - Financial Covenants Calculations: Formulas and methods for calculating financial covenants
6. Schedule 6 - Forms of Security Documents: Templates of security documentation if applicable
7. Appendix A - Interest Calculation Examples: Examples showing interest calculation methodology
8. Appendix B - Contact Details: List of authorized contacts and notice details for all parties
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