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Project Finance Agreement
1. Parties: Identification of all parties to the agreement including the project company, lenders, sponsors, and any other key stakeholders
2. Background: Context of the project finance transaction and the purpose of the agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. The Facility: Details of the financing facility including amount, purpose, and basic terms
5. Conditions Precedent: Conditions that must be satisfied before the facility becomes available
6. Drawdown and Utilization: Procedures and requirements for accessing the facility funds
7. Repayment and Prepayment: Terms for scheduled repayments and voluntary or mandatory prepayments
8. Interest and Fees: Interest calculation, payment terms, and all applicable fees
9. Security Structure: Overview of security package and ranking of security interests
10. Representations and Warranties: Standard and project-specific representations and warranties
11. Covenants: Positive, negative, and financial covenants applicable to the project
12. Project Undertakings: Specific undertakings related to project construction, operation, and maintenance
13. Events of Default: Circumstances constituting default and their consequences
14. Remedies and Enforcement: Rights and remedies available to lenders upon default
15. Voting and Decision Making: Procedures for lender decisions and voting rights
16. Changes to Parties: Rules regarding assignments, transfers, and changes to parties
17. Administration: Roles and responsibilities of facility agent and other administrative parties
18. Miscellaneous: Standard boilerplate provisions including notices, amendments, waivers
19. Governing Law and Jurisdiction: Choice of law and jurisdiction provisions
1. Intercreditor Provisions: Required when multiple lenders or classes of debt are involved, establishing priority and voting rights
2. Direct Agreements: Required when step-in rights are needed with key project contract counterparties
3. Insurance Requirements: Detailed section needed for projects with specific insurance requirements
4. Environmental and Social Requirements: Required for projects with significant environmental or social impact
5. Government Support: Required when project involves government guarantees or support
6. Hedge Counterparty Provisions: Required when interest rate or currency hedging is part of the financing structure
7. Construction Phase Provisions: Detailed section needed for projects still in construction phase
8. Operation Phase Provisions: Detailed section needed for operational projects
9. Export Credit Agency Provisions: Required when export credit agencies are involved in the financing
1. Schedule 1 - Lenders and Commitments: List of lenders and their respective commitments
2. Schedule 2 - Conditions Precedent Documents: Detailed list of required conditions precedent documents
3. Schedule 3 - Form of Drawdown Request: Standard form for requesting drawdowns
4. Schedule 4 - Repayment Schedule: Detailed repayment schedule and calculations
5. Schedule 5 - Project Documents: List and copies of all material project documents
6. Schedule 6 - Security Documents: List and copies of all security documents
7. Schedule 7 - Financial Covenants: Detailed financial covenant calculations and reporting requirements
8. Schedule 8 - Form of Transfer Certificate: Standard form for transfers between lenders
9. Schedule 9 - Technical Description of Project: Detailed technical specifications and requirements
10. Schedule 10 - Insurance Requirements: Detailed insurance requirements and specifications
11. Schedule 11 - Form of Compliance Certificate: Standard form for periodic compliance reporting
12. Schedule 12 - Project Budget and Timeline: Detailed project budget and implementation timeline
Authors
Accordion Facility
Additional Lender
Advance
Affiliate
Agent
Applicable Law
Approved Budget
Assignment
Authorized Representative
Available Commitment
Available Facility
Base Case Financial Model
Break Costs
Business Day
Change of Control
Charged Assets
Commitment
Completion Date
Compliance Certificate
Conditions Precedent
Construction Budget
Construction Contract
Construction Period
Default
Default Interest
Default Rate
Defaulting Lender
Disruption Event
Distribution
Drawdown Date
Drawdown Request
Environmental Laws
Environmental Permits
Event of Default
Facility
Facility Agent
Facility Office
Fee Letter
Final Maturity Date
Finance Document
Finance Parties
Financial Close
Financial Indebtedness
Financial Model
Financial Year
Force Majeure Event
Good Industry Practice
Governmental Authority
Grace Period
Hedge Counterparty
Hedging Agreement
Holdings
Insurance
Insurance Proceeds
Intellectual Property Rights
Interest Payment Date
Interest Period
Interest Rate
Lenders
Loan
Majority Lenders
Margin
Material Adverse Effect
Material Project Documents
O&M Agreement
O&M Contractor
Obligors
Operating Budget
Operating Costs
Operating Period
Original Financial Statements
Original Jurisdiction
Party
Permitted Distribution
Permitted Security Interest
Project
Project Accounts
Project Assets
Project Company
Project Costs
Project Documents
Project Facilities
Project Manager
Project Site
Quotation Day
Reference Banks
Repayment Date
Repayment Installment
Repeating Representations
Replacement Lender
Required Insurance
Reserve Accounts
Restricted Payment
Sanctions
Screen Rate
Security
Security Agent
Security Documents
Security Interest
Security Period
Sponsor
SPV
Subsidiary
Tax
Technical Advisor
Technical Description
Term
Transfer Certificate
Transfer Date
Utilization
VAT
Facility Terms
Purpose
Conditions Precedent
Drawdown
Repayment
Prepayment
Interest
Fees
Tax Gross-up
Increased Costs
Security
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Project Undertakings
Environmental Compliance
Insurance
Events of Default
Changes to Parties
Payment Mechanics
Set-off
Notices
Calculations
Amendments and Waivers
Confidentiality
Counterparts
Governing Law
Enforcement
Jurisdiction
Project Accounts
Cost Overrun
Force Majeure
Dispute Resolution
Assignment and Transfer
Intercreditor Provisions
Agency Provisions
Indemnities
Construction Requirements
Operating Requirements
Technical Requirements
Step-in Rights
Change of Control
Material Adverse Change
Sanctions Compliance
Anti-corruption
Reporting Requirements
Financial Statements
Budget and Financial Model
Hedging Obligations
Security Sharing
Voting Rights
Default Interest
Market Disruption
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