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1. Parties: Identification of lender and borrower entities, including registration details
2. Background/Recitals: Purpose of the loan facility and relationship between parties
3. Definitions: Key terms used throughout the agreement including facility amount, interest rate, and other critical definitions
4. Facility Details: Loan amount, revolving nature, availability period and key commercial terms
5. Interest: Interest rate, calculation method, payment frequency and interest periods
6. Drawdown Mechanics: Process for requesting and making drawdowns, including notice requirements
7. Repayment Terms: Repayment schedule, prepayment provisions and mechanics
8. Representations and Warranties: Standard corporate declarations by both parties regarding capacity and authority
9. Events of Default: Circumstances constituting default and consequences of default
10. Governing Law: Applicable law and jurisdiction for dispute resolution
1. Security: Details of any collateral or security arrangements for secured loans
2. Tax Provisions: Handling of withholding tax and other tax matters, particularly relevant for cross-border loans
3. Transfer Pricing Compliance: Provisions ensuring arm's length terms and compliance with transfer pricing regulations
4. Currency Provisions: Currency conversion and exchange rate mechanisms for multi-currency facilities
1. Form of Drawdown Notice: Template for requesting drawdowns under the facility
2. Calculation of Interest: Detailed interest calculation methodology and examples
3. Corporate Authorizations: Relevant board resolutions and powers of attorney evidencing authority
4. Transfer Pricing Documentation: Evidence of arm's length terms and transfer pricing compliance
5. Compliance Certificate: Template for periodic compliance confirmation by borrower
Agreement
Availability Period
Available Commitment
Business Day
Commitment
Default
Default Interest
Drawdown
Drawdown Date
Drawdown Notice
Event of Default
Facility
Final Repayment Date
Group
Interest Payment Date
Interest Period
Interest Rate
Lender
Loan
Material Adverse Effect
Outstanding Amount
Parent Company
Permitted Purpose
Prepayment Notice
Reference Banks
Reference Rate
Repayment Date
Repayment Schedule
Security
Subsidiary
Tax
Transfer
Utilization
Utilization Request
Drawdown and Utilization
Interest
Repayment
Prepayment
Representations and Warranties
Covenants
Events of Default
Tax Gross-up
Transfer Pricing
Set-off
Calculations and Administration
Notices
Assignment and Transfer
Amendments and Waivers
Confidentiality
Governing Law
Jurisdiction
Severability
Counterparts
Related Party Transactions
Currency
Record Keeping
Subordination
Security
Force Majeure
Entire Agreement
Further Assurance
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