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The Overfacility Agreement is a critical document used when a borrower requires temporary or permanent access to credit beyond their existing facility limits. This document type is particularly relevant in Hong Kong's dynamic business environment, where companies often need flexible financing solutions to manage business growth, seasonal fluctuations, or unexpected opportunities. The agreement meticulously details the conditions, pricing, and operational mechanics of the additional credit facility, ensuring compliance with Hong Kong banking regulations and market practice. It typically builds upon existing facility arrangements and includes specific provisions for monitoring, risk management, and security. The document is especially important in Hong Kong's financial center context, where sophisticated banking arrangements are common and regulatory compliance is paramount.

1. Parties: Identification of the lender, borrower, and any guarantors or security providers

2. Background: Context of the agreement, reference to existing facilities, and purpose of the overfacility

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. The Overfacility: Core terms of the overfacility including amount, purpose, and availability period

5. Conditions Precedent: Conditions that must be satisfied before the overfacility becomes available

6. Utilisation: Process and requirements for drawing down the overfacility

7. Interest and Fees: Interest rates, calculation methods, and applicable fees

8. Repayment and Prepayment: Terms for repayment, prepayment rights and obligations

9. Representations and Warranties: Statements of fact and assurances given by the borrower

10. Information Undertakings: Borrower's obligations to provide financial and other information

11. General Undertakings: Borrower's ongoing obligations throughout the facility period

12. Events of Default: Circumstances that constitute default and consequences

13. Changes to Parties: Rules for assignment and transfer of rights and obligations

14. Administration: Administrative provisions including notices and calculations

15. Governing Law and Jurisdiction: Choice of law and jurisdiction for dispute resolution