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1. Parties: Identification of the lender(s) and borrower(s) with their full legal names and addresses
2. Background: Context of the loan arrangement and brief description of the parties' intentions
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. The Facilities: Details of both the demand loan and term loan facilities, including amounts and purposes
5. Conditions Precedent: Conditions that must be satisfied before the loans can be drawn
6. Drawdown: Procedures and requirements for drawing down the loans
7. Interest: Interest rates, calculation methods, and payment provisions for both facilities
8. Repayment: Terms and conditions for repayment, including demand provisions and term loan schedule
9. Representations and Warranties: Borrower's representations and warranties regarding their legal status and ability to enter into the agreement
10. Covenants: Positive and negative obligations of the borrower during the loan period
11. Events of Default: Circumstances constituting default and consequences thereof
12. Security: Overview of security arrangements and cross-references to security documents
13. Payments: Payment mechanics, currency, and timing requirements
14. Changes to Parties: Provisions regarding assignment and transfer rights
15. Notices: Communication requirements and contact details
16. General Provisions: Miscellaneous legal provisions including severability, amendments, and counterparts
17. Governing Law and Jurisdiction: Hong Kong law as governing law and jurisdiction provisions
1. Guarantees: Required when there are guarantors supporting the borrower's obligations
2. Additional Security Provisions: Needed when complex security arrangements are involved
3. Syndication Provisions: Required for syndicated loans with multiple lenders
4. Increased Costs: Protection for lenders against regulatory changes, typically included in larger commercial loans
5. Market Disruption: Provisions dealing with disruption to interest rate benchmarks or markets
6. Tax Gross-Up and Indemnities: Detailed tax provisions, typically for cross-border or complex lending arrangements
7. Set-off Rights: Detailed set-off provisions where parties have multiple banking relationships
8. Currency Provisions: Required for multi-currency facilities or cross-border transactions
1. Schedule 1 - Conditions Precedent Documents: List of required documents and conditions to be satisfied before drawdown
2. Schedule 2 - Form of Drawdown Request: Template for borrower to request loan disbursements
3. Schedule 3 - Repayment Schedule: Detailed repayment schedule for the term loan portion
4. Schedule 4 - Interest Calculation Examples: Examples showing how interest will be calculated under various scenarios
5. Schedule 5 - Form of Transfer Certificate: Template for transferring loan participations (if applicable)
6. Schedule 6 - Security Documents: List and copies of all security documents
7. Schedule 7 - Fees and Charges: Detailed breakdown of all applicable fees and charges
8. Appendix A - Notice Details: Detailed contact information for all parties
9. Appendix B - Form of Compliance Certificate: Template for periodic compliance reporting by borrower
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