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Common Terms Agreement
"I need a Common Terms Agreement under Hong Kong law for a syndicated facility involving multiple lenders for our real estate development project, with particular emphasis on incorporating green financing provisions and ESG reporting requirements, to be completed by March 2025."
1. Parties: Identification of all parties to the agreement, including borrowers, guarantors, and finance parties
2. Background: Context of the transaction and relationship between the facility agreements
3. Definitions and Interpretation: Comprehensive definitions of terms used across all facility agreements and interpretation rules
4. Common Terms: Specification that these terms apply to all facility agreements
5. Conditions Precedent: Common conditions that must be satisfied before any facility becomes available
6. Representations and Warranties: Standard representations and warranties given by obligors
7. Information Undertakings: Obligations to provide financial and other information
8. Financial Covenants: Key financial ratios and tests that must be maintained
9. General Undertakings: Common operational and business covenants
10. Events of Default: Circumstances that trigger default across all facilities
11. Changes to Parties: Provisions for transfers, assignments, and changes to parties
12. Administration: Common administrative provisions including payments and calculations
13. Notices: Communication procedures and contact details
14. Governing Law and Enforcement: Choice of Hong Kong law and enforcement provisions
1. Guarantee and Indemnity: Include when guarantors are party to the agreement
2. Common Security: Include when security is shared across facilities
3. Subordination: Include when there are different classes of debt
4. Intercreditor Provisions: Include when multiple creditor classes need to establish priority and voting rights
5. Bank Account Provisions: Include when specific account structure and cash management requirements exist
6. Common Currency Provisions: Include for multi-currency facilities
7. Majority Lender Decisions: Include when voting mechanisms between lenders need to be established
8. Agency Provisions: Include when facility agent or security agent roles need to be defined
1. Conditions Precedent: Detailed list of required documents and conditions
2. Forms of Request: Standard forms for utilization and other requests
3. Forms of Transfer Certificates: Standard documentation for transfers and assignments
4. Form of Compliance Certificate: Template for periodic compliance certification
5. Form of Accession Deed: Template for new parties joining the agreement
6. Financial Covenant Calculations: Detailed methodology for financial covenant calculations
7. Group Structure: Corporate structure chart of the borrower group
8. Existing Security: Details of security interests existing at signing
9. Contact Details: Comprehensive list of party contact information
10. Form of Confidentiality Undertaking: Standard confidentiality agreement for potential new lenders
Authors
Account Bank
Additional Guarantor
Additional Obligor
Affiliate
Authorisation
Available Commitment
Available Facility
Break Costs
Business Day
Commitment
Compliance Certificate
Confidential Information
Default
Defaulting Lender
Disruption Event
Event of Default
Facility
Facility Agent
Facility Agreement
Facility Office
Finance Document
Finance Party
Financial Indebtedness
Financial Statements
Group
Guarantee
Guarantor
HK GAAP
Holding Company
Hong Kong
HIBOR
Increased Costs
Interest Period
Legal Reservations
Lender
Majority Lenders
Margin
Material Adverse Effect
Month
New Lender
Obligor
Original Financial Statements
Original Jurisdiction
Original Obligor
Party
Permitted Security
Potential Event of Default
Quotation Day
Reference Banks
Relevant Market
Repeating Representations
Representative
Security
Security Agent
Security Document
Subsidiary
Tax
Total Commitments
Transfer Certificate
Transfer Date
Unpaid Sum
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Changes to Parties
Payment Provisions
Interest
Fees
Tax Gross Up and Indemnities
Increased Costs
Set-off
Sharing Among Finance Parties
Agency
Security and Guarantee
Subordination
Intercreditor Provisions
Confidentiality
Notices
Calculations and Certificates
Partial Invalidity
Remedies and Waivers
Amendments and Waivers
Counterparts
Governing Law
Enforcement
Jurisdiction
Banking & Financial Services
Real Estate
Infrastructure
Manufacturing
Energy & Resources
Technology
Healthcare
Retail & Consumer
Transportation & Logistics
Telecommunications
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Banking
Credit
Syndications
Transaction Management
Company Secretarial
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Lawyer
Compliance Officer
Credit Risk Manager
Relationship Manager
Syndications Director
Transaction Manager
Company Secretary
Financial Controller
Head of Corporate Banking
Debt Finance Manager
Senior Loan Officer
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