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1. Parties: Identification of all parties to the agreement, including borrowers, lenders, agents, and security providers
2. Background: Context of the transaction, relationship between the parties, and purpose of the agreement
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 and transaction-specific representations and warranties given by the borrowers
7. Covenants: Financial and non-financial undertakings, including information covenants
8. Events of Default: Circumstances constituting default and their consequences
9. Changes to Parties: Provisions regarding transfers, assignments, and substitution of parties
10. Administration: Role and duties of facility agent, calculation methods, payment mechanics
11. Costs and Expenses: Allocation of transaction costs and ongoing expenses
12. Indemnities: Scope and nature of indemnities provided by borrowers
13. Set-off: Rights of set-off and their exercise
14. Notices: Communication procedures and contact details
15. Calculations and Certificates: Rules for calculations and evidence of amounts due
16. Partial Invalidity: Severability provisions
17. Remedies and Waivers: Rights and remedies of the parties
18. Amendments and Waivers: Procedures for modifying the agreement
19. Governing Law: South African law as governing law and jurisdiction provisions
20. Enforcement: Dispute resolution procedures and enforcement mechanisms
1. Tax Gross Up and Indemnities: Detailed tax provisions, required if cross-border elements or complex tax structures are involved
2. Increased Costs: Provisions dealing with regulatory changes affecting lenders' costs, needed for longer-term facilities
3. Market Disruption: Provisions addressing market disruption events, important for floating rate facilities
4. Anti-corruption Laws: Specific provisions regarding compliance with anti-corruption laws, needed for international transactions
5. Sanctions: Compliance with international sanctions, required for international parties
6. Break Costs: Provisions for early repayment costs, needed for term facilities
7. Parallel Debt: Required if security is to be held in jurisdictions that don't recognize trust concepts
8. Exchange Control: Specific South African exchange control provisions, required for cross-border transactions
1. Schedule 1 - Initial Conditions Precedent: List of documents and conditions required before first utilization
2. Schedule 2 - Requests and Notices: Forms of utilization requests and other standard notices
3. Schedule 3 - Form of Transfer Certificate: Standard form for transfers between lenders
4. Schedule 4 - Form of Accession Deed: Form for new parties joining the agreement
5. Schedule 5 - Form of Compliance Certificate: Template for periodic compliance certification
6. Schedule 6 - Existing Security: Details of security already in place
7. Schedule 7 - Form of Confidentiality Undertaking: Standard confidentiality agreement for potential new lenders
8. Schedule 8 - Timetables: Timing requirements for notices and payments
9. Schedule 9 - Forms of Financial Statements: Required format for financial reporting
10. Appendix A - Transaction Security Documents: List and copies of all security documents
11. Appendix B - Required Insurance: Details of insurance requirements and policies
Banking and Financial Services
Infrastructure Development
Mining and Resources
Real Estate and Property Development
Energy and Utilities
Telecommunications
Manufacturing
Transport and Logistics
Healthcare
Retail and Consumer
Agriculture and Agribusiness
Technology and Software
Industrial Development
Legal
Finance
Treasury
Compliance
Risk Management
Credit
Corporate Finance
Structured Finance
Project Finance
Transaction Management
Loan Administration
Documentation
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Lawyer
Compliance Officer
Risk Manager
Transaction Manager
Loan Officer
Credit Risk Officer
Syndications Manager
Project Finance Manager
Banking Relationship Manager
Financial Controller
General Counsel
Company Secretary
Senior Finance Manager
Structured Finance Director
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