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1. Parties: Identification of all parties to the agreement, including borrower(s), lenders, facility agent, and security trustee
2. Background: Context of the agreement and overview of the transaction structure
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and interpretation rules
4. The Facilities: Overview of all facilities covered by the common terms
5. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective
6. Representations and Warranties: Standard representations and warranties given by the borrower(s)
7. Information Undertakings: Obligations regarding financial and other information to be provided to the lenders
8. Financial Covenants: Financial ratios and tests that the borrower must maintain
9. General Undertakings: General positive and negative covenants applicable to the borrower
10. Events of Default: Circumstances that would trigger a default under the agreement
11. Changes to Parties: Provisions regarding transfers, assignments, and changes to the parties
12. Administration: Role and duties of the facility agent and payment mechanics
13. Notices: Communication procedures and contact details
14. Calculations and Distribution: Rules for calculating amounts and distributing payments
15. Amendments and Waivers: Procedures for modifying the agreement and granting waivers
16. Governing Law and Enforcement: Choice of law and jurisdiction provisions
1. Security Provisions: Required when the facilities are secured, detailing the security structure and enforcement
2. Guarantee Provisions: Required when there are guarantors, detailing guarantee terms and limitations
3. Intercreditor Provisions: Required when there are multiple classes of creditors, establishing priority and payment waterfall
4. Tax Gross-Up and Indemnities: Detailed tax provisions, particularly relevant for cross-border transactions
5. Increased Costs and Market Disruption: Provisions dealing with changes in banking regulations or market conditions
6. Sustainability-Linked Provisions: Required for green or sustainability-linked facilities
7. Bank Product Obligations: Required when hedging or other bank products are included in the facility
8. Regulatory Compliance: Special provisions for regulated borrowers or industries
1. Lenders and Commitments: List of lenders and their respective commitments under each facility
2. Conditions Precedent Documents: Detailed list of required documentation and conditions
3. Form of Transfer Certificate: Standard form for transfers between lenders
4. Form of Accession Deed: Standard form for new parties joining the agreement
5. Form of Compliance Certificate: Template for periodic compliance reporting
6. Financial Covenant Calculations: Detailed methodology for calculating financial covenants
7. Security Documents: List and copies of all security documents
8. Notice Details: Detailed contact information for all parties
9. Form of Utilization Request: Standard form for requesting drawdowns
10. Existing Security and Financial Indebtedness: List of permitted existing arrangements
Account Bank
Additional Guarantor
Additional Lender
Additional Obligor
Affiliate
Agent
Authorized Officer
Available Commitment
Available Facility
Break Costs
Business Day
Calculation Date
Calculation Period
Change of Control
Charged Property
Commitment
Compliance Certificate
Confidential Information
Default
Disruption Event
Dutch Civil Code
EBITDA
Environmental Law
Event of Default
Facility
Facility Office
Fee Letter
Finance Document
Finance Party
Financial Indebtedness
Financial Quarter
Financial Statements
Financial Year
Group
Guarantee
Guarantor
Hedge Counterparty
Holding Company
Interest Period
Legal Reservation
Lender
Loan
Majority Lenders
Margin
Material Adverse Effect
Month
New Lender
Obligor
Original Financial Statements
Original Jurisdiction
Original Lender
Original Obligor
Party
Permitted Security
Qualifying Lender
Quarter Date
Quotation Day
Reference Banks
Repeating Representations
Representative
Security
Security Document
Security Property
Specified Time
Subsidiary
Super Majority Lenders
Tax
Total Commitments
Transfer Certificate
Transfer Date
Unpaid Sum
Utilisation
Utilisation Date
Utilisation Request
VAT
Financial Covenants
Information Undertakings
General Undertakings
Events of Default
Payment Provisions
Security
Guarantees
Assignment and Transfer
Amendments and Waivers
Confidentiality
Agency Provisions
Costs and Expenses
Tax Provisions
Set-off Rights
Notices
Calculations
Borrowing Mechanics
Market Disruption
Increased Costs
Illegality
Force Majeure
Indemnities
Currency Provisions
Governing Law
Jurisdiction
Severability
Entire Agreement
Anti-Corruption
Sanctions Compliance
Environmental Compliance
Change of Control
Accession Mechanics
Syndication Provisions
Majority Lender Decisions
Payment Mechanics
Security Enforcement
Debt Service
Distribution of Proceeds
Default Interest
Break Costs
Replacement of Lenders
Material Adverse Change
Cross-Default
Acceleration Rights
Banking and Financial Services
Infrastructure
Real Estate
Energy and Utilities
Manufacturing
Transportation
Telecommunications
Healthcare
Technology
Construction
Mining and Natural Resources
Retail and Consumer Goods
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Development
Credit
Operations
Transaction Management
Project Finance
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
General Counsel
Compliance Officer
Corporate Finance Manager
Project Finance Manager
Financial Controller
Risk Manager
Transaction Manager
Senior Banker
Relationship Manager
Credit Risk Officer
Investment Manager
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