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1. Parties: Identification of the lender and borrower with full legal names and addresses
2. Background: Context of the loan arrangement and brief description of the borrower's business
3. Definitions and Interpretation: Definitions of key terms including 'Revenue', 'Collection Period', 'Payment Date', and interpretation rules
4. The Loan: Details of the loan amount, purpose, and disbursement conditions
5. Revenue Share Mechanism: Specification of the revenue share percentage, calculation method, and qualifying revenue streams
6. Payment Terms: Payment frequency, calculation periods, payment mechanics, and bank account details
7. Borrower's Representations and Warranties: Standard and revenue-specific representations about the business and its operations
8. Borrower's Covenants: Ongoing obligations including revenue reporting, business conduct, and maintenance of records
9. Information Undertakings: Requirements for financial reporting, revenue statements, and other information obligations
10. Events of Default: Circumstances constituting default and consequences thereof
11. Lender's Rights and Remedies: Actions available to lender upon default or breach
12. Boilerplate Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Security: Required if the loan is to be secured by specific assets or guarantees
2. Guarantee: Needed if a third party is guaranteeing the loan obligations
3. Revenue Verification Rights: Detailed audit rights if enhanced revenue verification is required
4. Minimum Payment Provisions: Include if there are minimum payment requirements regardless of revenue
5. Maximum Payment Cap: Include if there's a cap on total repayment amount
6. Prepayment Terms: Include if early repayment is allowed and any associated terms
7. Multiple Lender Provisions: Required if there are multiple lenders or syndication is contemplated
8. Currency Provisions: Needed if revenues or payments involve multiple currencies
1. Schedule 1 - Calculation of Revenue Share: Detailed methodology for calculating qualifying revenue and revenue share
2. Schedule 2 - Form of Revenue Statement: Template for periodic revenue reporting
3. Schedule 3 - Conditions Precedent: List of documents and conditions required before loan disbursement
4. Schedule 4 - Payment Schedule: Template or initial schedule of payment dates and reporting periods
5. Schedule 5 - Permitted Expenses: If relevant, list of expenses that can be deducted from revenue calculations
6. Schedule 6 - Security Documents: If applicable, list and copies of security documents
7. Appendix A - Form of Compliance Certificate: Template for periodic compliance certification
8. Appendix B - Bank Account Details: Designated accounts for revenue collection and payments
Applicable Law
Business Day
CBN
Collection Account
Collection Period
Compliance Certificate
Default Interest Rate
Event of Default
Excluded Revenue
Financial Indebtedness
Financial Statements
Gross Revenue
Information Undertakings
Interest Period
Loan
Loan Amount
Material Adverse Effect
Maximum Revenue Share
Minimum Revenue Share
Net Revenue
Naira
Payment Date
Permitted Expenses
Qualifying Revenue
Reference Banks
Relevant Jurisdiction
Revenue Calculation Date
Revenue Percentage
Revenue Share
Revenue Statement
Security
Security Documents
Tax
Total Revenue Share Amount
Transaction Documents
Verification Rights
Working Capital
Loan Facility
Purpose
Revenue Share Calculation
Payment Terms
Conditions Precedent
Representations and Warranties
Revenue Reporting
Information Rights
Financial Covenants
General Undertakings
Revenue Verification
Security
Events of Default
Remedies
Set-off
Assignment and Transfer
Confidentiality
Data Protection
Anti-Money Laundering
Force Majeure
Notices
Amendments
Severability
Counterparts
Governing Law
Dispute Resolution
Entire Agreement
Third Party Rights
Costs and Expenses
Technology
E-commerce
Retail
Healthcare
Manufacturing
Agriculture
Financial Services
Telecommunications
Hospitality
Entertainment
Professional Services
Education
Logistics
Renewable Energy
Legal
Finance
Treasury
Risk Management
Compliance
Commercial
Credit
Corporate Finance
Business Development
Operations
Chief Financial Officer
Finance Director
Legal Counsel
Commercial Director
Treasury Manager
Financial Controller
Business Development Manager
Risk Manager
Compliance Officer
Account Manager
Credit Analysis Manager
Corporate Finance Manager
Managing Director
Company Secretary
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