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1. Parties: Identification of the lender(s), borrower(s), and any guarantors or security providers
2. Background: Context of the facility, purpose, and basic commercial terms
3. Definitions and Interpretation: Defined terms, interpretation rules, and Nigerian law-specific definitions
4. The Facility: Detailed terms of the facility, commitment amounts, purpose, and availability
5. Conditions Precedent: Documents and conditions required before drawdown, including Nigerian regulatory requirements
6. Drawdown: Process and mechanics for utilization of the facility
7. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayments
8. Interest: Interest calculation, periods, default interest, and compliance with Nigerian usury laws
9. Fees: Commitment fees, arrangement fees, and other charges
10. Tax Gross Up and Indemnities: Tax provisions including Nigerian withholding tax requirements
11. Representations and Warranties: Standard and Nigeria-specific representations
12. Information Undertakings: Financial and other information to be provided by the borrower
13. General Undertakings: Positive and negative covenants, including local regulatory compliance
14. Events of Default: Default triggers and consequences
15. Changes to Parties: Assignment and transfer provisions
16. Payment Mechanics: Payment provisions including currency and payment systems
17. Set-off: Rights of set-off and their exercise
18. Notices: Communication methods and addresses
19. Calculations and Certificates: Basis of calculations and evidence of amounts due
20. Governing Law and Enforcement: Nigerian law as governing law and enforcement provisions
1. Security: Required if the facility is secured, detailing security package and enforcement
2. Guarantee: Required if there are guarantors, including guarantee provisions
3. Increased Costs: Used for syndicated facilities or where regulatory changes might affect costs
4. Market Disruption: Required for LIBOR/SOFR based facilities or syndicated loans
5. Anti-corruption Provisions: Extended provisions for international lenders or high-risk sectors
6. Currency Provisions: Required if facility involves foreign currency or exchange rate considerations
7. Majority Lenders: Required for syndicated facilities, defining voting rights
8. Agency Provisions: Required for syndicated facilities with an agent bank
9. Environmental Compliance: Required for project finance or environmentally sensitive sectors
10. Islamic Finance Provisions: Required if the facility needs to be Sharia-compliant
1. Conditions Precedent: Detailed list of required documents and conditions
2. Form of Drawdown Request: Template for borrower to request utilization
3. Form of Transfer Certificate: Template for transferring commitments (syndicated facilities)
4. Repayment Schedule: Detailed repayment dates and amounts
5. Form of Compliance Certificate: Template for periodic compliance certification
6. Form of Security Documents: Forms of required security documents under Nigerian law
7. Disclosure Schedule: Borrower's disclosures against representations
8. Permitted Security: List of pre-approved security interests
9. Form of Accession Deed: Template for additional parties joining the agreement
10. Financial Covenants Calculations: Detailed methodology for financial covenant calculations
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