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1. Parties: Identification of the lender and borrower entities, including registration numbers and registered addresses
2. Background: Context of the intra-group loan, relationship between the parties, and purpose of the loan
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. The Loan: Principal amount, purpose, and drawdown conditions
5. Interest: Interest rate, calculation method, and payment terms, ensuring compliance with transfer pricing requirements
6. Repayment: Terms and conditions for repayment of the loan, including scheduled payments and early repayment provisions
7. Representations and Warranties: Standard representations and group-specific confirmations
8. Conditions Precedent: Requirements to be met before the loan becomes available
9. Undertakings: General and financial covenants applicable to the borrower
10. Events of Default: Circumstances constituting default and consequences
11. Tax Gross-up and Indemnities: Provisions for tax implications and indemnities
12. Changes to Parties: Rules regarding assignment and transfer within the group
13. Notices: Communication requirements and contact details
14. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Security: Optional section for when security is required for the loan, detailing the type and terms of security
2. Subordination: Required when the loan needs to be subordinated to other group or external debt
3. Exchange Control: Required for cross-border intra-group loans subject to South African exchange control regulations
4. Interest Rate Adjustment: Optional mechanism for adjusting interest rates to maintain arm's length principles
5. Group Treasury Services: Optional section for when the loan is part of broader treasury services arrangements
6. Set-off: Optional provisions for set-off against other intra-group obligations
7. Guarantee: Optional section for when other group companies provide guarantees for the loan
1. Loan Details: Schedule specifying loan amount, interest rate, and repayment schedule
2. Conditions Precedent Documents: List of required documents and conditions to be satisfied
3. Form of Drawdown Notice: Template for requesting disbursement of the loan
4. Transfer Pricing Compliance: Documentation supporting the arm's length nature of the loan terms
5. Group Structure Chart: Diagram showing relationship between the parties within the group
6. Form of Compliance Certificate: Template for periodic confirmation of compliance with loan terms
7. Security Documents: If applicable, forms of security documents and perfection requirements
Agreement
Applicable Rate
Authorisations
Availability Period
Business Day
Companies Act
Conditions Precedent
Default
Default Interest Rate
Default Notice
Drawdown Date
Drawdown Notice
Event of Default
Exchange Control Regulations
Facility
Financial Indebtedness
Financial Year
Group
Group Company
Holding Company
Interest Payment Date
Interest Period
Interest Rate
Loan
Material Adverse Effect
Outstanding Amount
Parties
Principal Amount
Repayment Date
Repayment Schedule
Security
Security Documents
South African Reserve Bank
Subsidiary
Tax
Transfer Pricing Requirements
Treasury
VAT
ZAR
Interpretation
The Loan
Purpose
Drawdown
Interest
Repayment
Prepayment
Conditions Precedent
Representations and Warranties
Covenants
Events of Default
Security
Tax Gross-up
Transfer Pricing
Exchange Control
Payments
Set-off
Assignment
Amendments
Notices
Confidentiality
Costs and Expenses
Indemnities
Severability
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Entire Agreement
Third Party Rights
Waiver
Subordination
Financial Services
Mining
Manufacturing
Retail
Technology
Energy
Telecommunications
Real Estate
Agriculture
Healthcare
Construction
Transport and Logistics
Legal
Finance
Treasury
Tax
Compliance
Risk Management
Corporate Secretariat
Accounting
Corporate Finance
Chief Financial Officer
Financial Director
Group Treasurer
Legal Counsel
Corporate Lawyer
Tax Manager
Financial Controller
Company Secretary
Treasury Manager
Finance Manager
Compliance Officer
Group Accountant
Risk Manager
Corporate Finance Manager
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